Villains At War Round 1

Disney vs. Non-Disney Villains is a video series created by the joint effort of Manwhoooo and 73windman, beginning on September 11, 2010. It consisted of short clips starring villains of Disney and non-Disney affiliated animated films in hypothetical battles. In the first series, which ended on August 10, 2011, the villains were primarily hand-drawn animation, with brief interludes showcasing CGI and live-action villains. In the second series, which began on October 31, 2011, villains from animated TV shows are included, as well as an expanded cast of live-action villains.

see also: Disney Vs Non-Disney Villains Wiki

The series has gathered many fans, some of whom created their own spin-offs, including (but not limited to) GAvillian's Disney vs Marvel Villains, and TheCultOfKefka's Disney Villains War. A brief round in which fans made and submitted their own battles was also included in the first series.

Events of the WarEdit

Early SkirmishesEdit

It is unknown how exactly the universes of the Disney and Non-Disney villains came into contact, nor when exactly the war between them happened in relation to the other wars that have sprung up. The war began with small conflicts between several key figures, beginning with the pollution spirit Hexxus' takeover of the Underworld.

While seeking a way to overthrow his brother Zeus and become king of the gods, Hades, god of the dead, met with his advisors, the Fates. They informed him about Hexxus, a powerful spirit who had terrorized the rainforest of Fern Gully until being sealed in a tree. Flying to Hexxus' resting place in his chariot, Hades burned down the tree, releasing the foul creature. Hades attempted to convince Hexxus to join him, but the spirit refused, attacking Hades. Surprised at Hexxus' power, Hades fled.

Hades returned to the Underworld, but was pursued by Hexxus. The spirit overcame Hades and tossed him into the River Styx. Although unable to die, Hades was pulled down by the shades inhabiting the river, leaving Hexxus to take the throne and title of god of the dead.

Meanwhile, in the world of mortals, the judge of Paris, Claude Frollo, had begun a campaign to root out and exterminate magic users, seeing them as servants of Satan. One of his first targets was Hedge von Rothbart, a sorcerer who had been terrorizing a kingdom in Northern Europe. Frollo's soldiers attacked Rothbart in his home, capturing him and his minion, Bridget.

Brought to Paris for execution, Rothbart used his powers to escape. Confronting Frollo himself in Notre Dame, Rothbart transformed into a monstrosity known as the Great Animal. Frollo attempted to fight back, but was no match for Rothbart, who flung him from the rooftop of Notre Dame.

Miles away, in Egypt, an even more powerful sorcerer, the Horned King, had been using his fearsome Black Cauldron to attack the nation, hoping to gain control of it. The Pharaoh, Rameses, resisted the attacks, even when the Horned King himself visited to negotiate surrender.

Rameses gathered his army and led an attack on the Horned King's citadel. From his tower, the Horned King used his great power to decimate Rameses' army with pillars of fire and walls of water. Rameses himself was drowned before he could even set foot in the Horned King's castle.

The skirmishes continued on a smaller scale. The rat city of NIMH was visited by the criminal mastermind, Professor Ratigan. Appearing before the city's council, Ratigan had a heated argument with Jenner, one of the council members. When Jenner insulted the newcomer, Ratigan challenged him to a duel.

That night, Ratigan and Jenner met in battle, pitting Ratigan's brute size and claws against Jenner's swordsmanship. The duel was vicious, but Ratigan eventually won out, killing Jenner. Knowing the public would turn on him if they learned what transpired, Ratigan destroyed any evidence of his involvement, and began making plans to sieze control of Nimh.

Meanwhile, the brilliant scientist Mok Swagger had been observing these early battles. Recognizing the potential for all-out war, Mok resolved to make certain that he came out on top. Targeting the voodoo sorcerer Doctor Facilier, Mok used his supercomputer to make contact with the Friends on the Other Side, the spirits that gave Facilier his powers.

Not long after, Mok confronted the doctor in his Voodoo Emporium. Facilier attempted to force Mok out, but the scientist revealed he had persuaded the Friends to join him. The spirits turned on their former partner, forcibly dragging the horrified Facilier to the Underworld.

In the depths of the sea, the witch, Ursula, had finally managed to take the power of the trident from the ruler of the oceans, King Triton. Her new power was coveted by the shapeshifting sorceress, Messina, who attacked Ursula. Using the trident, Ursula grew to a gigantic size to fight Messina. However, Messina spotted a shipwreck that had been pulled from the seafloor by Ursula's powers. Transforming into a waterspout, Messina plunged the ship's jagged prow into Ursula's chest, killing her. However, the trident was lost in the battle, leaving Messina without its might.

The Conflict Heats UpEdit

Soon, the battles between villains became more and more frequent. Rasputin, a Russian mystic and necromancer, arrived in Eastern Europe, offering his services to the wicked Queen Grimhilde. However, Rasputin's treacherous reputation had preceded him, and Grimhilde refused him, to his humiliation. Seeking revenge, Rasputin used his magic to take control of the Queen's Magic Mirror. Taunting her, Rasputin then struck the Queen with a curse that turned her into a hag.

Grimhilde attempted to flee her kingdom, but this was not enough for Rasputin. Confronting the former Queen in the forest, Rasputin blasted lightning at a cliff she was standing on. Grimhilde fell to her death, followed by a large boulder. With the Queen dead, Rasputin laid claim to her castle and magical storehouse.

Meanwhile, in New York City, two major figures in the criminal underworld found themselves at odds. Brutal loan shark Bill Sykes called a meeting with Carface, a pit bull crimelord. Carface was behind on his debts, and Sykes threatened him. Knowing what happened to those who failed to pay back Sykes' loans, Carface decided to act.

Later, as Sykes was on his way to kill Carface, the pit bull and his lackey, Killer, set a trap. Pushing an abandoned car into the road, they waited for Sykes' limo. As planned, Sykes crashed into the car, killing him instantly.

In the caverns beneath England, the goblin Prince Froglip plotted a war against the "Sun People" (those who lived above ground). Rallying an army of goblins, Froglip led an assault on the castle of the tyrannical Prince John. With their network of tunnels circulating the entire castle, the goblins had the upper hand over John's guards. However, they made a mistake when they dug too far and breached a dam. The tunnels were flooded, and the goblin army was swept away. Froglip almost escaped, but John himself struck him down.

It wasn't long before news of the turmoil reached throughout the world. Seeking an advantage, the corrupt Governor of the Virginia Colony, Ratcliffe, hired a huntsman named Gaston to strike at key targets. One of these was a thuggish penguin named Drake.

Accompanied by his henchman, LeFou, Gaston sailed to Drake's lair in Antarctica. Drake's size and strength initially had the upper hand, but Gaston soon evened the odds with his weapons. Drake attempted to throw a large boulder at his foe, but Gaston tackled the penguin, knocking him to his death. Afterwards, Gaston took Drake's head as a trophy.

In Moscow, the sorceress Maleficent made a play for the throne of Russia. The young tzar was a simple obstacle to get past, but his adviser, Ludmilla, proved more difficult. Desiring the throne for herself, Ludmilla contacted Mok Swagger, who had cemented his control over Facilier's Voodoo Emporium.

With the aid of the Friends on the Other Side, Mok created a potion that would help Ludmilla. He told her it would give her great power, but at an equally great cost. Paying little heed to Mok's warning, Ludmilla drank the potion, which turned her into a dragon. Unfortunately, the potion also took Ludmilla's human mind. Driven only by an instinctual desire to take out Maleficent, the dragon attacked the witch's castle on Forbidden Mountain. Spotting the dragon as it climbed her castle, Maleficent summoned a lightning bolt which struck the former Ludmilla down.

Back in the Underworld, as Ludmilla's soul arrived, Hades managed to free himself from the River Styx. Knowing he could not challenge Hexxus in his current state, Hades traveled to the realm of Tartarus. Here, he met with Eris, the goddess of chaos, who he teamed up with to take back the Underworld.

Meanwhile, after assisting Ludmilla, Mok used his supercomputer to observe the other conflicts taking place across the globe. Seeing the results, Mok continued to plot his master scheme.

At last, recognizing a war was brewing, many villains began to gather their forces. In Egypt, the Horned King summoned his undead soldiers. On the outskirts of China, the Hunnic warlord Shan Yu gathered his army. In Virginia, Ratcliffe rallied his colonists. In France, Gaston gathered a mob of villagers to his banner. In Africa, the scheming lion Scar put together an army of hyenas. In England, Prince John rebuilt his army. In Europe, Rasputin began summoning demons to serve him. As these forces gathered, Hades and Eris watched in sinister delight. Little did they know a new power would soon rise in the East...

Power PlaysEdit

In the kingdom of Agrabah, the wicked sorcerer Zigzag arrived as an emissary of the conqueror King One-Eye. Zigzag tried to convince the Sultan of Agrabah and his grand vizier, Jafar, to surrender peacefully, but was rebuked. Zigzag warned the Sultan to ready his forces for war before departing. Knowing the armies of Agrabah stood little chance against the One-Eyes, and desiring the throne for himself, Jafar decided to take matters into his own hands.

As the One-Eyes arrived and prepared to lay siege to Agrabah, Jafar unveiled a magic lamp he had recently obtained, containing a powerful genie that would grant Jafar three wishes. Jafar used his first wish to become a mighty sorcerer, and rode out to confront Zigzag. As the two sorcerers rode towards each other, Jafar revealed his new powers by breathing fire, frightening Zigzag's horse and burning down the One-Eyes' siege machines. With his army in ruins, Zigzag tried to escape, but was blasted away by Jafar. Agrabah had been saved from one tyrant, only for Jafar to begin taking over the city.

In Africa, the deceitful lion Scar, having taken over a pride of lions by murdering his own brother, was concerned morale in his subjects was low. When a group of human infants were attacked by a bloodthirsty wolf, Scar Snout, Scar decided to save them as an example of his benevolence. Scar tackled the wolf, but underestimated his opponent's strength, allowing Scar Snout to toss the lion from a bridge. Recovering, Scar returned to the battle and turned the tables, tossing Scar Snout in turn from the bridge to his death.

After the death of Bill Sykes, Carface began building up his own criminal empire, but soon recieved word that Sykes' pet dobermans, Roscoe and Desoto, were hunting him down to exact vengeance. Fearing for his life, Carface contacted the criminal mastermind Cat R. Waul, placing a contract on Roscoe and Desoto. Waul's gang ambushed the dogs, but were on the verge of defeat until Waul himself stepped into the fray. Armed with a large revolver, Waul shot both Roscoe and Desoto to death.

In China, Shan Yu gathered his army of Huns to attack the fortress of the Snow Queen, who controlled a crucial mountain pass. Aware of the oncoming invasion, the Queen used her powers to trigger a massive avalanche. Shan Yu and his horde were buried in ice and snow before they could even set foot in the Queen's citadel.

Continuing his plots, Governor Ratcliffe hired two hunters, Clayton and Percival C. McLeach, to travel to Mexico and depose the tyrannical Aztec shaman, Tzekal Khan. Hearing of the contract, Khan prepared himself by using an ancient ritual to take control of a gigantic jaguar statue. As Clayton and McLeach approached Khan's hideout, they were ambushed by the statue, which easily shrugged off their attacks and tossed McLeach from a cliff into a river. Evading the jaguar, Clayton attempted to go after Khan himself, but soon became entangled in vines. As Khan taunted him, Clayton cut himself free, but fell from the clifftop, accidentally hanging himself from a vine. At the same time, McLeach plummeted to his own death over a waterfall.

Back in Paris, in the Hall of Justice, Ratcliffe called a meeting between his surviving forces: Gaston, obsessed government agent Kent Mansley, and brutal knight Sir Ruber. At the meeting, Ratcliffe revealed his true master, Frollo, who had survived his battle with Rothbart. As Frollo announced his plans to use the war to take control of the world and exterminate all magic users, Ruber made an attempt to murder the judge and seize power. Gaston intervened and subdued Ruber, but Ruber escaped before he could be captured.

Meanwhile, in the Underworld, Hexxus consulted the Fates about the events of the growing war. After seeing the recent rise of Frollo's faction, Hexxus decided to form his own alliance, resurrecting the vile Thrax, a murderous virus and old enemy of Hades.

Forging AlliancesEdit

After the meeting at the Hall of Justice, Ratcliffe and Frollo received word that Clayton and McLeach had been killed by Tzekal Khan, who was still alive. Displeased, Frollo ordered Ratcliffe to eliminate the sorcerer on his own. Ratcliffe assembled his army and set sail for the Aztec Empire.

Upon arrival, the colonists were immediately attacked by Khan's jaguar statue. Seizing a rifle, Ratcliffe depowered the statue with a well-placed shot to the eye. Angered by the loss of his weapon, Khan stepped forward to kill the army himself. Knowing of Khan's magic, Ratcliffe did not waste time waiting for him to use it. He brought his cannons forward, opening fire while also setting off kegs of gunpowder. Khan's temple was destroyed, and he was swept away in the river below. Not leaving anything to chance, Ratcliffe followed Khan downstream and had him arrested when he emerged from the water.

Despite having rebuilt his army to full strength after the war with the goblins, Prince John continued to have problems with the noble outlaw, Robin Hood. Wanting to be rid of him once and for all, John hired a criminal, Warren T. Rat, to capture Robin Hood. Soon, Warren succeeded where John had failed repeatedly, capturing Robin Hood and putting him to death.

Despite Warren's success, the greedy prince refused to pay the rat for his services. Warren brought his gang to England and laid siege to John's castle. During the conflict, a surprising revelation was made: Warren was actually a cat, disguising himself to further his schemes. The tide of battle soon turned in Warren's favor, and he burned John's castle to the ground.

Knowing Maleficent was a powerful enemy, Mok Swagger decided to try once again to get rid of her while the War was still young. Discovering the fearsome T. Rex, Sharptooth, Mok decided to use it against his rival. Using a mind control device, Mok took command of Sharptooth and had him attack Maleficent's castle.

As Sharptooth approached Forbidden Mountain, Maleficent saw him from her tower and summoned a forest of thorns to stop him. The dinosaur managed to break free, and Maleficent realized she would have to be more direct in killing him. She teleported to the ground, causing Sharptooth to charge her. Before he could harm the sorceress, however, she transformed into a dragon, shocking Mok, who was watching the battle via computer. The mighty dragon easily defeated Sharptooth, to Mok's dismay.

Seeking additional allies to serve Hexxus, Thrax journeyed to space and met up with Long John Silver's pirate crew. Silver agreed to lend his aid, but one of his crewmen, the brutal Scroop, refused to serve the new god of the dead. He ambushed Thrax, who disabled the ship's gravity, sending Scroop flying. Scroop managed to hold on to the ship's rigging, but Thrax pursued, severing the ropes holding Scroop down. The cutthroat was sent tumbling into the void.

On Bald Mountain, the powerful demon-god Chernabog was confronted by a rival, the Nightmare King. Chernabog began by summoning his army of demons and ghosts, which the Nightmare King easily destroyed. Next, Chernabog conjured a blast of hellfire, which struck the Nightmare King a mortal blow. The King was consumed by flames, and Chernabog laid claim to his domain.

Back in China, Shan Yu freed himself from the ice, along with several of his men. Suspecting the Hun would survive his battle with the Snow Queen, Frollo tracked him down and accepted him into his alliance. Meanwhile, in Tartarus, Hades expanded his own forces by returning the soul of Doctor Facilier to life in exchange for his aid against Hexxus.

Back in Europe, Rasputin located Ruber, still desiring to get revenge on Frollo. The Russian mystic allied with the evil knight, granting him the power to turn his followers into men of iron. At the Forbidden Mountain, Maleficent was approached by another visitor, but this time, he was friendly. The Horned King and Maleficent combined their forces in what would prove to be a truly terrifying alliance...

War Consumes the MultiverseEdit

Around this time, skirmishes broke out among the villains inhabiting the CGI animation unverses as well. In Halloween Town, the terrifying fiend known as Oogie Boogie was distressed to learn that a newcomer, the Other Mother, was being proclaimed more frightening than himself. Paying her a visit, Oogie was surprised to see the "frightening" Other Mother was seemingly just an ordinary woman. Oogie taunted her and tried to force her out of town, when the Other Mother revealed her true form: a thin, spider-like witch. This creature horrified even Oogie, who tried to escape. However, the Other Mother pursued him and, using a needle, cut open his sack-like body. The vermin which made up Oogie were destroyed in a vat of his Snake and Spider Stew. The Other Mother claimed victory, not knowing that one of Oogie's insects had escaped.

On a remote island, the wannabe superhero Syndrome sought to prove himself by defeating the cruel tyrant, Emperor Malthazar. During the confrontation, Syndrome impulsively used his powers to toss Malthazar hundreds of feet through the air. Malthazar survived, and returned to his underground base to rally his men and take out Syndrome. Unknown to Malthazar, Syndrome had tracked him down. The "hero" used an explosive device to cause a cave-in, draining a river into the base and drowning Malthazar's army. Syndrome left, just as Malthazar made his own escape.

Deep in space, the mad robot Madame Gasket had been dismantling her own robot brethren in a bid for power. Seeing Gasket as a threat to his own plans, the twisted machine known as AUTO had his robot guardsmen capture Gasket and bring her before him. Unintimidated, Gasket threatened to turn AUTO into scrap metal, whereupon AUTO activated his stronghold's defenses to take Gasket out. Gasket fought back, but in the end, she was thrown into a furnace and destroyed.

In the world of insects, the brutal grasshopper, Hopper, and his gang had long been terrorizing an ant colony, forcing them to pay them a tribute of food each year. On the brink of starvation, the desperate ants hired the cruel General Mandible to defend them. When the grasshoppers paid their next visit, Mandible met with them, telling Hopper to either leave the ants in peace or prepare for war. Hopper chose the latter.

A few weeks later, Mandible had assembled his army and marched on the grasshopper base. Hopper's gang met them, and both sides fought fiercely. In the end, though, the larger grasshoppers prevailed. Mandible was taken before Hopper, who killed his enemy by tossing him into the earth, where he was dashed on a large root.

Back in space, another large war was brewing between the armies of the evil Emperor Zurg and the alien warlord Galaxhar. Galaxhar's clone army triumphed over Zurg's robot forces, only for the Emperor himself to confront Galaxhar aboard his mothership. In single-combat, Zurg proved the victor, and he destroyed the ship by overloading the engines.

However, Zurg was unable to make it out in time, plunging down a shaft to what seemed to be certain death. At the last moment, however, the damaged warp core tore a hole in the fabric of the universe. Instead of dying, Zurg was transported to the hand-drawn animation universe, where he managed to take over an alien planet. Using the planet's computer systems to learn about the war going on between the villains, Zurg decided to create a new army and claim victory.

The War ContinuesEdit

Deciding to test out their new minion and take out a threat to their power, Hades and Eris tasked Doctor Facilier with killing the powerful sorcerer, the Grand Duke of Owls. Facilier was returned to the realm of mortals, where he confronted the Duke in his treetop fortress. The Duke quickly sprung into action, using his magic breath to grow to enormous size and summon a whirlwind. This display did not deter Facilier, who used his own magic to shrink the Duke, making him easy to kill.

Elsewhere, the mad Professor Screweyes was putting on a show at his circus of fear, not knowing he had two visitors. One, Mok Swagger, was watching to see if Screweyes could prove himself to be a capable minion. The second, cattle rustler Alameda Slim, had come to steal the animals Screweyes used in his show. Slim set to work, using his hypnotic yodeling to enchant the animals, much to Mok's annoyance. However, Slim had underestimated the master of fear. Screweyes used the terrifying special effects in his circus to break Slim's mind, driving him insane. The horrified Slim was shot out of a cannon to his doom, while Mok watched with delight.

In Rothbart's hidden fortress, the sorcerer ordered his estranged partner, Clavious, to seek out the Forbidden Arts, a powerful magic orb. Although Clavious had no loyalty to his long-time rival, he agreed, hoping to use the Arts for himself. Clavious tracked down the Arts, only to discover another sorcerer had found them too: Jafar. The two evil magicians engaged in battle, seeming to be evenly matched. However, Jafar had Iago fly out of nowhere and knock the orb from its pedestal. Jafar escaped, having lost the Forbidden Arts, but killed his enemy in the resulting explosion.

Back in NIMH, Professor Ratigan continued to build up his power base, conferring with Warren T. Rat. However, Warren revealed that he knew Ratigan had murdered his predecessor, and planned on leaking this information to the public, making Ratigan an outcast and Warren the new most powerful man in NIMH. Knowing he had to act fast, Ratigan had his minion Fidget assemble materials for a secret weapon. The following day, Ratigan confronted Warren and his gang of cats, summoning a mechanical monstrosity, the Giant Mouse of Minsk. Terrified, Warren and his men fled, never to return.

Emperor Zurg finished constructing his base, which he named Planet Z. However, another alien warlord, Zygon, had been planning his own conquest of the planet for months, and was not about to cancel his plans over a change in leadership. Zygon's trained soldiers proved victorious over Zurg's newly-constructed robots in several conflicts, leading Zygon to personally approach Zurg to negotiate surrender. However, the ruthless Zurg was ready for him, blasting Zygon apart.

Back in the Stop-Motion universe, murderous nobleman Lord Barkis Bittern approached Oogie Boogie, who had managed to reform himself after his battle with the Other Mother. Bittern hoped Oogie could help him aquire more wealth through his gambling, but Oogie refused to share any of his riches. Oogie mercilessly tore Bittern apart with his torture devices before devouring the corrupt lord.

Despite Scar's attempts to bolster his reputation, a severe drought hit the Pride Lands, sending the lions into famine. Meeting with his mate, Zira, Scar decided to achieve through conquest what politics had failed to deliver. Assembling an army of hyenas and lions loyal to him and Zira, Scar swore to destroy any who stood in his way.

In Neverland, Frollo and Shan Yu met with the pirate Captain Hook, recruiting him and his crew to their faction. Mok revealed himself to Screweyes, impressed with his skills, and took him under his wing. As his reward for a successful mission, Eris revealed to Facilier that his killer was still alive and growing more powerful.

A new age of darkness swept into Agrabah as Jafar finalized his takeover, deposing the Sultan and taking him captive. And under the sea, the witch Morgana returned her sister, Ursula, to life.

Signs of Things to ComeEdit

Laying low after her battle with Ursula, Messina emerged again to take out another rival, fellow sorceress Madam Mim. Confronting Mim in her hut, Messina challenged her to a Wizard's Duel. Mim accepted, and the two shape-shifted into various animal forms to battle. When Mim's hut began to get damaged in the conflict, Mim took the battle outside, where she transformed into a powerful dragon. Unimpressed, Messina used her greater magical skill to summon a virus that infected Mim, leaving Messina with victory.

Feeling left out of Zira and Scar's alliance, Zira's son Nuka sought to prove himself as a warrior. Traveling to the Horned King's citadel, Nuka asked the necromancer to seek out an enemy for him to battle. The Horned King told Nuka of an elderly dog named Red that might prove a worthy adversary, and Nuka left to seek Red out, unaware the King had set him up. Red turned out to be a powerful demon, and easily defeated Nuka, crushing him.

The corrupt lawyer Lickboot phoned his client, wealthy socialite Cruella DeVille, with grave news: thanks to the chaos caused by the war, DeVille was now nearly bankrupt. Lickboot announced his intentions to leave Cruella for a wealthier client named Pristine Figg, much to Cruella's dismay. Confronting Lickboot and Figg at the latter's mansion, Cruella threatened the pair, to no avail. A few days later, Cruella made good on her threats by attacking Figg while she and Lickboot were out driving. After a car chase, Figg and Lickboot were rammed off the road into a pigpen. Humiliated and fearing for their lives, the pair went into hiding, allowing Cruella to restore her lost fortune by laying claim to Figg's.

With the Nightmare King destroyed, Chernabog now began laying waste to the eastern European landscape with his demonic hordes. Fearing Chernabog's power but unable to confront the demon-lord on their own, the sorcerers Rasputin and Rothbart forged an alliance. Traveling to Bald Mountain, the two sorcerers battled Chernabog and his demons. Although they made quick work of Chernabog's minions, Rasputin and Rothbart found that the Black God still trumped them in power. Retreating back to Grimhilde's castle, the two consulted the Magic Mirror for aid. The mirror revealed that another demon, the Emperor of Night, might be able to defeat Chernabog, and the two sorcerers conjured the Emperor. As predicted, the Emperor outfought Chernabog and banished him from the mortal world, ending his threat.

Meanwhile, seeking to avoid the more dangerous villains, Carface and Cat R. Waul went into hiding away from the war, establishing an illicit club. They employed the dancer Holli Would, who longed to travel to other universes and harbored a deep hatred of animals. Eventually, this hatred caused Holli to fall afoul of the club owners, and Holli sought out Emperor Zurg, who she had learned hailed from another universe. Zurg agreed to let Holli escape from Carface and Waul, using his technology to transport her to the live-action universe.

Unfortunately, Holli soon learned that a group of weasels calling themselves the Toon Patrol had been tasked by their employer with preventing anyone from the animated universe from intruding in their dimension. Chased by the Toon Patrol's leader, Wise Guy, Holli sought out the Spike of Power, which would grant her power over dimensional energy. Finding the Spike, Holli was turned back into her animated form while remaining in the live-action universe, and kicked Wise Guy from the tower where the Spike rested.

After being restored to life, Ursula sought power on land in order to find and reclaim the Trident. Learning of Frollo's faction, Ursula transformed herself into a beautiful woman, "Vanessa", and seduced Frollo, tightening her control over him with hypnosis.

Rasputin, having presented Ruber with Rothbart's services, was confronted by another sorcerer: Zigzag, who had survived his attempted invasion of Agrabah. Along with Rothbart, Zigzag was also accepted into Ruber's alliance.

Meanwhile, back in France, the noblewoman Lady Tremaine discovered Urusla's plot. To buy her silence, Ursula granted Tremaine a magic wand that would grant her magical power of her own. Accepting Ursula's gift, Tremaine also inducted herself into Frollo's alliance. However, Ursula was dismayed when she discovered Morgana had taken the Trident as her own. Ursula swore revenge on her sister.

Discovering the mortally-wounded Nuka, Zira watched with horror as her son died in front of her. The lioness vowed to find and punish Nuka's killer, while Red met up with his true master: Hexxus, God of the Dead.

Crime and SorceryEdit

Still building his own faction, Ruber learned of the band of 40 Thieves and sought to acquire their services. The leader of the thieves, Sa'Luk, refused to cooperate, but said that Ruber could win control of the band by facing him in mortal combat. Facing his enemy on a mountaintop, Ruber took advantage of a loophole in the rules and called in his pet griffin to aid him, casting Sa'Luk down.

In the swamps of Louisana, arch criminal Madam Medusa was closing in on the legendary diamond known as the Devil's Eye. Hearing of this through his second in command, Killer, Carface decided to lay claim to the gemstone before Medusa. Ambushing Medusa while she was in town, Carface tried to gun her down, but she managed to escape in her car. Not one to give up easily, Carface next tracked Medusa to her riverboat, only to be kicked off and chased away by her alligators, Brutus and Nero.

Knowing Zira was looking for her son's killer, Red decided to nip this threat in the bud. He sent Claudandus, a feline serial killer, to find and eliminate Scar and Zira's ally, the dreaded tiger Shere Khan. The two killer cats squared off in a burning house, but Khan overcame his enemy, slicing open his stomach. His organs spilling out, Claudandus was left to a horrifying death while Khan went to inform Scar and Zira of the attempt on his life.

Returning to his base after the battle with Sa'Luk, Ruber tasked Rothbart with finding a powerful magic potion in the possession of the Inca sorceress Yzma. Although Ruber never told Rothbart why he needed the potion, Rothbart reluctantly sent his lover, Zelda, to retrieve the potion. Infiltrating the Inca capital, Zelda was discovered by Yzma, who began battling the intruder. Zelda proved more powerful in combat, but Yzma won by knocking her potion collection down on the other sorceress, consuming her in a blaze of fire.

The greedy puppeteer, Stromboli, found himself being upstaged by a newcomer named Puppetino, who began attracting audiences and money away from Stromboli. Furious but with no fighting ability to speak of, Stromboli hired Doctor Facilier to dispose of Puppetino. Facilier accepted, not informing Stromboli that he had already been sent by Hades and Eris to kill Puppetino, who was a secret servant of the Emperor of the Night. Confronting Puppetino after one of his shows, Facilier used his voodoo dolls against Puppetino, transforming the mad puppeteer into a lifeless puppet himself.

Hearing of Carface and Cat R. Waul's criminal syndicate, Cruella DeVille saw the organization as a threat to her newly regained wealth. Hiring a butler named Edgar, who had experience in dealing with cats, Cruella ordered him to take out Waul. Unfortunately, Waul had already heard about the planned hit and laid a trap for Edgar. Sending his gang to ambush Edgar on the road, Waul succeeded in sending Edgar packing.

In the CGI universe, Malthazar was seeking new power after the loss of his army. Hearing that the hair of a young maiden, Rapunzel, could grant eternal life, the tyrant sought her out. However, he fell afoul of Rapunzel's caretaker, Gothel, who was already using the hair to sustain her own life. A struggle ensued, and Malthazar ended up slicing Rapunzel's hair off, making it lose its power. Rapidly aging, Gothel was cast out of her tower by Malthazar, collapsing into dust as she hit the ground.

Planning a new offensive, Ratcliffe tried to speak to Frollo in the Hall of Justice, but, consumed by his desire for "Vanessa", Frollo sent the Governor away. Confused and angered by Frollo's lack of action, Ratcliffe met with Kent Mansley and his newest general, Lyle Rourke, to take action behind Frollo's back.

After hearing of her old associate Medusa's own run in with Carface and Cat R. Waul, Cruella gave her a call, requesting that the two of them combine forces to resist the change in the criminal underworld. Medusa joyfully accepted.

After his death at the hands of the Horned King, Rameses made the perilous journey to the realm of Tartarus, where he was found by Eris. The dark goddess, impressed by Rameses' force of will, took him in and informed him of how his former kingdom had been claimed by the Horned King and Maleficent, who were terrorizing the population.

Making it back to the Pride Lands, Shere Khan met up with Scar and Zira, who he informed about Red and his role in their son's death. Zira swore to make Red pay for his crime.

Although upset by Zelda's failure, Ruber was able to find the time to welcome the dark sorcerer Nekron into his alliance. Meanwhile, the war on Earth had attracted an alien race, the Drej, who planned to destroy all life on Earth and make it their own.

Rise of HadesEdit

Tasked with overseeing Ratcliffe's latest offensive, Kent Mansley sent Captain Hook and Lyle Rourke to assassinate the wizard Blackwolf, who was amassing an army of mutants. Rourke and his team of mercenaries laid seige to Blackwolf's castle, engaging the mutants in a bloody battle, with Shan Yu and his Huns appearing to lend Rourke a hand. While the armies were occupied on the battlefield, Hook infiltrated Blackwolf's castle and shot the wizard dead.

Seeking to expand his power into space, Hexxus sent his second-in-command Thrax to attack Emperor Zurg. Thrax landed on Planet Z to find Zurg holding a conference with the Drej to create an alliance to attack Earth. When Thrax sabotaged the power generators for Zurg's base, the Emperor's right-hand-man Warp Darkmatter attacked the intruder. The super-soldier battled the virus through the halls, but Thrax used explosives to take out Darkmatter, comprimising the base.

In the realm of Wonderland, the Queen of Hearts had decided to remain neutral during the war, concerned only with herself. That all changed when she invited child actress Darla Dimple to entertain her. The tempermental Queen threw a fit when she became bored with Dimple's performance and ordered her guards to arrest Dimple when she talked back. However, Dimple's giant bodyguard Max came to her defense, scattering the Queen's card soldiers and even overthrowing the Queen herself. With the Queen out of the way, Darla claimed the throne of Wonderland for herself.

Hearing rumors that Lady Tremaine was a magic-user, Kent Mansley decided to investigate this breach of Frollo's anti-magic laws. Paying a visit to Tremaine's estate, Mansley was rebuffed, but returned with military backup. Threatened, Tremaine revealed her magic wand and attacked Mansley's forces, destroying tanks and even a nuclear missile launched against her. Unable to stop her, Mansley fled, swearing to inform Frollo of Tremaine's treachery.

Back in NIMH, Ratigan faced another threat to his power in the would-be Mouse King. The King had recruited an army and confronted Ratigan at his home, only for the evil professor to call in another secret weapon: Lady Tremaine's pet cat, Lucifer. Lucifer easily defeated the Mouse King's army, and badly injured the King himself, forcing him to put his plans on hold.

Seeing Ruber's new general Nekron as a possible ally, Jafar decided to test him against his minion Merlock. Told he would be granted use of Jafar's magic lamp if he slew Nekron, Merlock took the form of a griffin and set out to the sorcerer's ice fortress. Informed by his men of Merlock's approach, Nekron used his telekinisis to tear Merlock's magical amulet from his grasp, robbing him of its power. Returned to his normal form, Merlock helplessly fell to his death, much to Jafar's delight.

Returning to Hades' base in Tartarus, Eris introduced him to her new minion Rameses, to Facilier's chagrin. Finding that Hades had still made little way in reclaiming the Underworld, Eris accused him of cowardice and challenged him to defeat the Emperor of the Night to prove himself. Hades accepted the challenge, and Eris granted him a powerful spellbook to use in the battle. The demonic Emperor nearly proved a match for Hades, but with the aid of Eris' spellbook, Hades banished him back to his own realm.

After Merlock's death, Jafar approached Nekron, who accepted the other sorcerer as an advisor. The two men then began to plot to overthrow Ruber. Meanwhile, although Thrax left Planet Z after defeating Darkmatter, Mok took advantage of the damage to take over the planet's remaining systems, forcing Zurg to retreat in fury.

On the Jolly Roger, Frollo and "Vanessa"'s wedding day had come, with Hook reluctantly serving as the minister. Ratcliffe once more attempted to talk Frollo out of this foolish tryst, but the wedding was halted by Morgana, who had come to ruin her sister's plot. Her deception revealed, Ursula returned to her own form and attacked Morgana, while Frollo watched in horror.

As Darla Dimple cemented her control of Wonderland, Lady Tremaine traveled to the Forbidden Mountain. After seeing Frollo come back to his senses, Tremaine feared that Mansley would inform the judge of her transgressions, and so she left Frollo's alliance to pledge her loyalty to Maleficent and the Horned King.

In the Underworld, Hexxus and his generals were informed by the Fates that Hades was on the warpath. Hexxus prepared his forces, while in the realm of mortals, Messina and her lover El Supremo prepared for an invasion of Britain.

War for the UnderworldEdit

After Prince John was overthrown by Warren T. Rat, the thug known as Pete took advantage of the situation to have himself declared king of England. His coronation ceremony was interupted, however, when El Supremo and his forces stormed the palace, hoping to take the throne for their own agenda. Pete engaged Supremo in a swordfight, but was soon defeated.

In Africa, Scar found his own leadership challenged by an upstart husky by the name of Steele. The lion battled the dog for supremacy, soon casting his enemy from a cliffside. Steele survived the fall, but Scar's hyenas, seeing that Steele would not be their new leader, attacked the dog and devoured him alive.

Coming back to his senses after the failed wedding to Vanessa, Frollo recommited himself to his expanding influence, sending Captain Hook to take the kingdom ruled by King Haggard. As Hook's crew invaded Haggard's castle, the king himself stepped in to fight off the invaders. Hook defeated Haggard in a swordfight and cast the wicked king from a cliff.

Having been told the true story of her son's death by Shere Khan, Zira paid a visit to the Horned King's citadel. Knowing the King had been the one who sent Nuka on his foolish quest, Zira demanded he aid her in battling Red. Promised that he would be able to lay claim to Red's power, the King agreed, and the two set out to confront the cat demon. While Zira distracted Red in physical combat, the Horned King used the Black Cauldron to imprison the demon, granting Zira her vengeance.

Unnerved by the loss of one of his generals and Hades' growing power, Hexxus sent his minions Pain and Panic to Egypt to request an alliance with the Horned King's ally, Maleficent. The sorceress, unimpressed by the minor demons, demanded they prove their worth in a battle with her high priests, Hotep and Huy. Thinking the battle would be easy, Pain and Panic agreed, only to be defeated by Hotep and Huy's magic.

At last, Hades sent word to Hexxus to meet him in battle once more. Hexxus departed the Underworld, leaving it in the command of Thrax, while he went to duel Hades. Meanwhile, Hades sent Doctor Facilier to take back the Underworld from Hexxus' forces. The voodoo doctor sent his shadow demons against the deadly virus, but Thrax's explosives and fire attacks made quick work of them. However, Facilier surprised Thrax and knocked him into the River Styx, where Thrax was destroyed in the unholy waters.

Hexxus returned to the world of mortals to meet Hades in combat, using his powers to possess a giant machine to use as a weapon. However, Hades had prepared a deadly surprise, freeing the ancient Firebird spirit to wage battle for him. Although the Firebird reduced Hexxus to an oily skeleton, Hexxus could not be killed so easily. Realizing the only way to defeat Hexxus was to undo his previous mistake of releasing him, Hades used the Firebird's power to re-imprison Hexxus in his tree prison.

Returning to the Underworld and reclaiming the title of god of the dead, Hades met up with Pain and Panic, who had been cast out of Egypt after their humiliation. Hades promised to make them pay for their treachery, then met with Eris, who he had previously promised joint rule of the Underworld in exchange for her aid. Instead, Hades told the goddess of chaos that she was of no further use to him, and cast her out of his reclaimed realm.

Infuriated by this betrayal, Eris and Rameses presented themselves to Ruber and his alliance, who welcomed the dark goddess into their ranks. Rasputin took advantage of the alliance to sell his soul to Eris, granting him greater powers and bonding his lifeforce to his reliquary.

Meanwhile, on Planet Z, Mok used his new control over Zurg's computers to download information on dimensional travel, a key part of his master plan. He and Professor Screweyes used this new information to contact Holli Would and bring her into his alliance.

In Wonderland, Darla Dimple brought the deposed Pete into her regime, not knowing he was plotting to overthrow her and take Wonderland for his own. In the meantime, Dimple was already planning her next big performance...

The End BeginsEdit

Taking a break from his work with Frollo, Gaston decided to stop at Carface and Cat R. Waul's nightclub for a night of relaxation. Things went downhill when a thug named Tyler started causing trouble in the club, forcing Gaston to step in. Taking up his blunderbuss, Gaston shot Tyler multiple times, seemingly killing him. Grateful that this interuption had been dealt with, Gaston's militia and the nightclub patrons celebrated with a night of excess.

With their ranks bolstered with the addition of Rameses and the patronage of Eris, Ruber's forces began their strike against their enemies. Eager for revenge, Rameses suggested they begin with assaulting the Horned King's citadel. Storming the castle, Ruber personally slew the Horned King's dragon guards, allowing Ramses and the remnants of the Egyptian army to pour inside. The King's barbarian warriors came to meet them, only to be turned back by Rothbart and Zigzag's magic attacks. At last, the King sent his undead Cauldron Born army out to break the siege. They proved unbeatable in combat, but while the King was distracted, Rasputin snuck in and sabotaged the Black Cauldron. With the Cauldron's magic undone, the Cauldron Born fell apart and the Horned King himself was consumed by his own weapon.

Although pleased with the strike against King Haggard, Frollo still felt too many enemies had popped up while he was under Vanessa's spell. Concerned with Nekron's rising power base, Frollo decided that he and Ratcliffe should attack Nekron's ice fortress in person. Breaching the defenses assisted by a small personal guard, Frollo engaged the sorcerer in combat. He was overwhelmed by Nekron's powers, but when Ratcliffe burst in, Nekron was distracted enough that Frollo was able to stab him in the back. Frollo and Ratcliffe beat a hasty retreat as Nekron's fortress collapsed, not knowing that Jafar had also escaped, turning his back on his ally when his usefulness ran out.

Back in NIMH, Ratigan found himself confronted by another upstart, the mad scientist Martin Brisby. Recognizing Martin posed little threat, and with another pressing engagment, Ratigan decided not to waste his time in fighting Martin directly, instead setting up a deathtrap and departing in his flying machine. Unable to prevent Ratigan's escape, Martin was killed when the Professor's deathtrap set off a fiery explosion.

After the fall of the Horned King, Ruber sent Zigzag to retrieve the magic potion from Yzma, still needing it if his plans were to succeed. Zigzag first attempted the diplomatic approach, but Yzma dismissed his efforts. Next, sending his pet crocodiles to distract Yzma, Zigzag snuck into her secret labs, only to be discovered. The mad Inca genius sent her guards after him, only for Zigzag to use his powers to transform them into animals. Attempting to steal back her potion, Yzma tried to use a spell of her own to attack Zigzag, only to transform herself into a harmless kitten. With his enemy dealt with, Zigzag was finally able to escape with the potion.

Learning of Thrax's death, Zurg decided to take back his tower, not knowing Mok had taken it for his own. As the alien warlord entered his base, he was confronted by Professor Screweyes, who unleashed his circus' latest attraction against Zurg: a mind-controlled Sharptooth. However, Screweyes had not counted on Zurg's still remaining technology. Using his Unimind device, Zurg hijacked control of Sharptooth, turning him on Screweyes. In addition, Zurg also took control of Screweyes' pet crows, having them tear their master apart.

Seeking to make up for Nekron's death, Jafar also invaded Planet Z with the aim of taking out Mok himself. Mok, already having prepared for battle with Zurg, turned his attention to the new arrival, countering Jafar's magic attacks and using his technology to strike back. Seeing this assault was going nowhere, Jafar struck down Mok's lackey Zip, who had been providing support in the battle. Realizing it might be a good time to retreat, Mok escaped in his zeppelin, giving up Planet Z now that he had the data he needed.

With the destruction of the Horned King, Maleficent sought out Frollo as a new ally. Arriving at the Hall of Justice and turning back Frollo's guards when they tried to attack her, Maleficent proposed an alliance with Frollo's faction. Although he despised magic and its users, Frollo realized that he might need a sorcerer on his side if he was to win the war, and reluctantly accepted Maleficent's offer.

Barely alive after the fight with Gaston, Tyler drank an immortality potion he had prepared for just such an occasion, restoring himself. He, along with Messina and El Supremo, impressed by Ruber's recent successes, decided to throw in their lot with him.

With Planet Z now his again, Zurg and his men restored Warp Darkmatter. Having witnessed the power of Zurg's forces, Jafar informed the Drej Queen that Zurg may prove a threat to them. Deciding to put a hold on their plans for Earth, the Drej mobilized to launch a preemptive strike against Zurg.

Meanwhile, with Yzma's potion now his at last, Ruber took the first step of his master plan by using it to bind the powerful sword Excalibur to his hand, making himself nigh-unstoppable. The dawning of a new age had begun...

Gang WarEdit

In a plot to expand their criminal operations, Carface and Cat R. Waul convinced Darla Dimple, queen of Wonderland, to back their nightclub. To seal the agreement, Dimple requested a special performance at the club. The media attention this brought attracted the attention of Cruella DeVille, who created an alliance along with Madam Medusa in an effort to take over the criminal underworld: Horace and Jasper, Cruella's usual lackeys; Snoops, Medusa's primary henchman; Edgar the butler, still in Cruella's employ; and the lawyer Lickboot, who had returned as Cruella's financial backer. Together, the group planned to crash the nightclub during Dimple's performance.

Scouting the nightclub during the opening acts leading up to the big show, Edgar was discovered by Dimple's own monstrous butler, Max. Edgar escaped to the rooftop while being pursued by Max, knocking the rival butler out onto a giant balloon float of Dimple. Max began pulling himself back to the roof, but thinking quickly, Edgar retrieved a pitchfork and burst the balloon, sending Max soaring off into the night.

Back in the nightclub, Pete took the opportunity to make his move, upstaging Dimple with a performance of his own. The club's patrons adored Pete's act, but the infuriated Dimple snuck away to sabotage her traitorous second-in-command's moment of glory. Pete had anticipated this, and had booby-trapped the stage equipment to cause Dimple's sabotage to backfire. With Dimple humiliated in front of the entire nightclub, Pete dumped her into the basement, laying claim to the throne of Wonderland.

While this was going on, Edgar opened up the nightclub to the rest of Cruella's gang, who stormed in and confronted Carface and his cronies. Initially, the dog and cat thugs had the upper hand, outnumbering and attacking Horace, Jasper, and Edgar. However, the tables turned when Snoops led Brutus and Nero, Medusa's pet alligators, into the battle, sending the animal gangsters into a retreat.

Escaping the nightclub, Carface hijacked a police cruiser and attempted to escape town. Cruella, Horace, and Jasper pursued in their own car. As Carface struggled to gain footing on his vehicle, Cruella climbed out onto the hood of her own, knocking Carface into a passing newspaper bin, defeating the crimelord.

Meanwhile, Cat R. Waul decided to make a last stand at the club, personally confronting Medusa as she stormed in. Armed with a shotgun, Medusa fought off Waul's remaining henchmen, before being caught off guard and turned back by T. R. Chula, Waul's lieutenant. Recovering, Medusa caught Waul and his last remaining men in a trap, blasting them off into the air. They survived, but were caught by a passing train and taken to an unknown location.

Learning that the Drej had turned their sights on him, Emperor Zurg decided to open a position for another general, a position sought out by the rogue Galactic Federation Captain Gantu. As a test of his skills, Zurg sent Gantu after Preed, an alien mercenary hired by the Drej as a spy. Confronted by Gantu, Preed tried to bluff his way out with a blaster pistol, but Gantu shot and killed the spy with his own gun.

Searching for new territory, the cruel rabbit General Woundwort found himself in the home of the hypnotic python, Kaa. Woundwart threatened the serpent and demanded he cede his territory over to him, but Kaa was unimpressed. Aware the general might kill him in a direct fight, Kaa instead hypnotized a passing dog into doing his fighting instead. The dog got the better of Woundwart, tearing him to shreds.

Aware of Yzma's past successes, Maleficent sought out the kitten scientist and restored her to human form. In return, Maleficent demanded that Yzma take care of a rising threat presented by the troll queen, Gnorga. Travelling to the underground kingdom of the trolls, Yzma found Gnorga and her husband, provoking their wrath. Attempting to escape back to the surface, Yzma was pursued by the royal family, forcing her to use a potion to transform the queen into a rosebush.

Aware the war was reaching its final stages, Frollo held a meeting between his generals and allies, including Maleficent, Yzma, Captain Hook, Ratcliffe, Rourke, Gaston, and Kent Mansley. Maleficent used the meeting to bring Lady Tremaine back into the alliance, even placing her above Mansley in rank. As Mansley departed the meeting in a rage, he was met by a strange old man, who suggested the government agent take his talents to Ruber. Mansley left in thought, not knowing the old man was Jafar in disguise.

Back on Planet Z, Zurg finalized his preparations for war with the Drej, bringing in Gantu after his successful mission. With his forces complete, Zurg plotted to strike first, heading off the Drej army en route to Earth.

Travelling to Queen Grimhilde's old castle, Kent Mansley decided to betray Frollo and join Ruber's army, which by now included Rothbart, the Magic Mirror, Rasputin, Rameses, Eris, Tyler, Messina, and El Supremo. Mansley brought with him important information regarding the defenses Frollo had in Paris, which Ruber planned to be his next target.

On neutral ground, Zigzag and Shan Yu met to discuss the latest developments in their respective factions. Shan Yu told his old friend that he was ready for whatever lay ahead, before Zigzag departed.

Across the world and throughout the universe, the armies of the greatest villains to ever live prepared for the final battle...

Side ConflictsEdit

In addition to the main battles and campaigns of the First War, a few other conflicts sprang up on the sidelines. While most of these were reletively minor in scope, some would set in motion events that would prove to be major deciding factors in later battles of the First and Second Wars.

After being granted her magic wand by Ursula, Lady Tremaine travelled to Moonscar Island to claim it for Frollo's faction, either by diplomacy or force. Meeting with the Island's owner, Miss Simone Lenoir, Tremaine met with resistance, forcing her to unveil her wand and clash with Lenoir, who proved to be both a voodoo sorceress and a werecat. A stray bolt of Tremaine's magic awoke a horde of zombies which attacked Lenoir, and Tremaine used the distraction to destroy her adversary.

Prior to his death at Nekron's hands, Merlock came into conflict with the late Queen Grimhilde's brother, Lord Maliss. Both sorcerers set their sights on a magic lamp, hoping to use its power to prove themselves to one of the major villain factions. Told of the lamp's location by Jafar, Merlock claimed it first, and the genie imprisoned inside slew the wolves Maliss had sent after Merlock. Raising a mountain into the sky to serve as his personal fortress, Merlock next clashed with Maliss himself, who had taken the form of a dragon. After a short battle, Merlock used the lamp to turn Maliss to stone.

In a castle in France, the living pipe organ Forte was visited by the cruel Doctor Greed, who had heard of Forte's musical talent. The maestro was flattered, until Greed told him that he wanted Forte to compose a jingle to advertise a new sausage machine. Gravely insulted, Forte instead used the power of his music to collapse the building on Greed and his henchmen.

Having gained three magic crystals and beginning to use their power to freeze the world, the toy-like sorcerer Zeebad came across the former ruler of the Sunnydale Daycare toys, Lotso. Believing Lotso could be a valuable ally, Zeebad demonstrated his power to the teddy bear, but Lotso only saw this as a reason to take the crystals' power for his own. Seeing no further use for Lotso, Zeebad attempted to leave in a train, but Lotso managed to climb on board and sabotage it, causing it to crash. Angered, the sorcerer chased Lotso off with his magic. Lotso was found by a garbageman, who tied him to the front of his truck, much to Zeebad's amusement.

After coming into possession of the Trident, Morgana began her take over of the oceans. The demonic Spirit of the Book and her unwitting servant Nicholas observed this and went to thwart her. Morgana initially dismissed the Spirit and Nicholas as a threat, but Nicholas used the book to summon a demonic bird, which attacked Morgana. Using the Trident, the sea witch destroyed the bird and turned her attention to the Spirit, sealing it back in the book.

On the distant planet of Cybertron, the robotic Decepticons had been unaware of the war taking place on Earth until their scout Laserbeak informed his master, the mighty Megatron. At first, Megatron was amused by what he saw as a petty squable between the weak flesh creatures of Earth, but decided Earth's resources could be useful to him. Attempting to secure the spaceways around Earth, Megatron came into conflict with Captain Gantu of the Galactic Alliance. The Decepticon leader destroyed Gantu's ship, but was overcome as he went to confront Gantu on the space station where he landed. Badly damaged, Megatron was taken down to Earth by his men, where he came to Mok Swagger's attention. Making improvements to Megatron's body, Mok kept him in reserve as part of a backup plan.

Final OffensivesEdit

As Ruber's ultimate plan unfolded, he gained entry into Paris by concealing his forces in unassuming carriages, as Rasputin's demons unlocked the city gates. Upon reaching the center of the city, Ruber revealed himself and his iron soldiers began clashing with Frollo's guardsmen. Zigzag, Rasputin, and Kent Mansley entered the fray as well, supported by Tyler's lizardmen. Hunnic archers manned the walls and fought off the lizardmen, until Mansley's tanks blasted them to pieces. El Supremo's terrorists joined the fight soon after, easily outgunning Frollo's guards. As Ruber's griffin nearly killed Frollo, Ratcliffe arrived and led his own soldiers against Tyler's lizards. Seeing Tyler, Gaston lept in and shot his second-in-command, enraging the general. Tyler soon took revenge by shoving Gaston from the city walls to his death. Yzma and Kronk next attempted to lead an air assault, only for Rasputin to shoot her down.

As the attack on Paris continued, Rameses and Rothbart led an offensive against Maleficent's holdings in Egypt. Maleficent summoned a wall of fire to stop Ramses and the free Egyptian army, but Rothbart used his own magic to nullify it. Deciding to strike against them, Tremaine transformed Lucifer into a human being, giving him a twisted carriage to ride into battle against Ramses. Both the former king and Lucifer were knocked from their vehicles in the enusing conflict, but Ramses recovered. As the army reached the walls of Maleficent's palace, Hotep and Huy were ambushed by lizardmen, only narrowly escaping death due to the timely arrival of Maleficent's goons. Upon his arrival, however, Rothbart used his magic to turn the goons' weapons into harmless bubbles. Tremaine stepped in to engage her fellow sorcerer, but Ramses deflected a magic blast with his sword, turning it back on Tremaine, transforming her into a frog. Concerned they might be losing the battle, Maleficent's raven Diablo attempted to flee, only for Rothbart to turn him to stone. The rest of the Egyptian army stormed in and defeated the goons, while Maleficent decided to retreat, with Rothbart in pursuit.

Striking against France's navy, Eris unleashed her Kraken on Captain Hook's flagship, the Jolly Roger. The sea monster quickly overcame Hook's crew, knocking them off the ship and leaving Hook alone. After his experiences in the war, however, Hook was a changed man. Gone was the cowardly, bumbling pirate captain of years past, leaving in his wake a cold and bloodthirsty warrior. Slicing through the ropes of the mast with his sword, Hook speared the beast through its eyes, forcing Eris to leave to plot again.

In the spaceways near Earth, the Drej fleet arrived, only to be cut off by Zurg's army. Gantu lead Zurg's fighters in clearing out the Drej ships, leaving the way open for Darkmatter and Zurg's Hornet robots to board the Drej mothership, the Alahenena. With the Hornets taking out the Drej infantry and Darkmatter and Gantu working together to eliminate the remaining air support, Zurg activated Planet Z's orbital cannon to destroy the Alahenena, killing the Drej Queen, with Darkmatter and Gantu escaping in the nick of time.

Back in Paris, Hades appeared out of nowhere, deciding to cause chaos by summoning his Hydra in the middle of the opposing armies. Ruber's griffin attacked, slicing off the Hydra's head, only for more to appear in its place. Eris ruined Hades' fun by bringing in Sharptooth, who buried the serpent in a rockslide. A disguised Jafar and his minion Abis Mal intervened next, with Jafar slaying the griffin and Mal destroying Tyler's last immortality potion. El Supremo and Messina brought in their snake airship to bring down the last of Frollo's defenses, killing Rourke when he tried to take it down. Mortally wounded herself, Rourke's lieutenant Helga took out the airship with a well-placed shot, killing El Supremo as well. Tyler tried to storm the Hall of Justice, but Shan Yu cut him off, killing him in a swordfight. Eager to avenge her lover's death, Messina hypnotized Ratcliffe's men, turning them against him and leaving an opening for Zigzag to break into the Hall of Justice. He found the way barred by Yzma, who had prepared herself for a rematch and caught the sorcerer in a trap, plunging him into a pit of his own crocodiles, where he was devoured. With Rasputin's demons causing chaos throughout the French troops, and Frollo's remaining generals deciding to flee the battle, Frollo took refuge in Notre Dame Cathedral, pursued by Ruber himself.

The First War EndsEdit

Once again secure in his power over the Underworld, Hades freed the Titans in an ploy to take down Zeus and rule Olympus. Knowing of Hades' plan and still seeking vengeance for his betrayal, Eris decided to summon a group of her own monsters: a gigantic Roc, Sharptooth, a fearsome Dragon, and the demonic Red Bull. Hades sent his Titans in to battle Eris' creatures, with the Rock Titan quickly crushing the Roc, only to have its heads blown off by the Dragon. The Titans recovered, and the Lava Titan smothered the Bull in magma as the Wind Titan blew Sharptooth off a cliff to its death. Watching her forces crumble before the might of the Titans, Eris was forced to retreat.

Returning to Forbidden Mountain after her defeat in Egypt, Maleficent was surprised by Rothbart, who had managed to track her back to her base. As Rothbart easily defeated Maleficent's remaining troops, the sorceress' patience ran thin, and she transformed herself into her dragon form. Initially shocked, Rothbart countered by taking his Great Animal form, and the two began their duel. Maleficent ignited the ground with her fire breath, but Rothbart simply took to the air. It was to no avail, as Maleficent mauled the sorcerer, causing him to fall from the sky and explode in a magic backlash.

Retreating into Notre Dame after his army's crushing defeat in the defense of Paris, Frollo found Ruber waiting for him inside. The two leaders drew their swords and fought, with the battle spilling out onto the rooftop. Frollo ultimately found himself outmatched by Ruber's strength and experience, and was cast from the rooftop into the fires that raged in the city below.

At long last, and with no more rivals making claims to his power, Ratigan declared himself king of NIMH. However, his coronation did not go entirely to plan, as the Mouse King, having survived his battle with Lucifer, attempted to stage a coup. A fearsome battle raged in the throne room, until Ratigan knocked the Mouse King from a tower to his death.

After having her wedding and chance at ultimate power ruined by Morgana, Ursula had been battling her sister for supremacy and possession of the Trident. This battle was interrupted by Messina, who had returned to the seas to make a new start after the death of El Supremo. Evading Undertow, Morgana's shark minion, Messina summoned a storm that knocked the Trident from Morgana's grasp. Claiming the Trident once again, Ursula used it to freeze her sister alive in a block of ice, before beginning a rematch with Messina. The sorceress took the upper hand, destroying Ursula's eel lackeys Flotsam and Jetsam. Recovering, Ursula managed to blast Messina with a magic bolt, finally killing her.

At last, the time was right for Mok to initiate his master plan. Using Zurg's stolen technology, Mok opened a portal to the live-action universe and sent Holli Would through with orders for her to plant a mysterious transceiver on the other side. Unfortunately, the portal was also spotted by Captain Hook and his crew, who were also transported into the other universe. As Holli planted the transceiver, opening a rift in the space/time continuum, Hook confronted her and shot the device, sucking Holli inside to her doom.

Picking through the ashes of Paris and looking for a way to turn the events of the battle to their advantages, Jafar and Rasputin came face to face. With neither sorcerer willing to concede to the other, they began a duel, with Rasputin using his reliquary to transform the ruins into a magic battlefield. Jafar took the form of a giant cobra, but Rasputin countered with magic blasts, badly injuring the former vizier. Seeing the time was right, Jafar made his final wish from his magic lamp, becoming an all-powerful genie. However, this power came with a cost, as Jafar was bound to his own lamp and was imprisoned within it. Before his fall, however, a stray magic bolt struck Rasputin's reliquary, causing the Russian mystic to wither to dust.

Although Holli had fallen, the transceiver in the live-action universe had stayed operational long enough to suit Mok's ends. He at last put the final stage of his plan into motion, summoning a powerful demon, strong enough to conquer the entire multiverse for Mok. However, upon learning of this, the Friends on the Other Side felt Mok had grown too powerful for his own good, and went back to Doctor Facilier, who arrived on the scene just as Mok summoned his demon. With his Friends by his side, Facilier turned the tables on Mok and banished the demon back into the netherworld. Turning his attention to his old enemy, Facilier at last took his revenge by knocking the mastermind into the portal before it closed.

At long last, the war had come to an end, and to the victors went the spoils. Hades, with the aid of the Titans, succeeded in overthrowing Zeus and conquering Olympus, becoming ruler of the gods. Using the Trident, Ursula made herself ruler of the world's oceans. Ratigan solidified his control over NIMH, ushering the rat city into an age of darkness. Although he lost his power in France, Ratcliffe returned to England and overthrew the king, becoming king of the British Empire. Shan Yu also returned to his home, at last conquering the Chinese Empire. Yzma ascended to become empress of the Incas, and Ramses reclaimed his throne in Egypt, exiling Hotep and Huy for their treachery. He also sent Kent Mansley a gift, restoring Lady Tremaine to human form to serve as the agent's personal slave.

As Rasputin found himself trapped in the Limbo between dimensions, Ruber began to rejoice in his new power. With Frollo's expansive power base added to his own conquests, Ruber became the most powerful mortal man alive, declaring himself the new King of the World. He ushered in the "Ruberian Age", as Maleficent, with her army almost totally destroyed, raged helplessly from Forbidden Mountain.

Meanwhile, Frollo found himself the ultimate loser of the war, and for his sins, the former holy man was sentenced to an eternity in Hell. Here, he encountered Chernabog, who, although banished from the mortal plane for the time being, prepared to amuse himself with his latest prisoner...

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