From hidden voice actor switches to surprising character origins, Disney's most memorable antagonists have fascinating stories behind their creation! Join us as we reveal shocking behind-the-scenes facts about your favorite animated villains that will change how you watch these classic films forever.
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00:00You want me to be the bad guy? Fine. Now I'm the bad guy.
00:06Welcome to Ms. Mojo.
00:08And today, we're counting down our picks for the most interesting and little-known facts about iconic Disney villains.
00:14Some spoilers to come.
00:15The most beautiful girl in town.
00:17I know, but...
00:18That makes her the best.
00:21Number 20.
00:22Peg Leg Pete technically predates Mickey Mouse.
00:25Alice comedies.
00:26Strange, but true.
00:27First introduced as Bootleg Pete in Alice Solves the Puzzle, Pete was first drawn as an anthropomorphic peg-legged bear before his final design as a cat.
00:36He also became the antagonist of Oswald the Lucky Rabbit.
00:40When Mickey Mouse was created in 1928 to replace Oswald, he inherited Pete as his arch-nemesis as well.
00:48Pete became responsible for stealing away Minnie Mouse, among other shenanigans.
00:53Pete proved to be the most versatile of all the Disney villains, however.
00:56With much more sympathetic iterations of the character.
00:59The more you know.
01:00Hey, my son respects me.
01:03Yeah.
01:06Check the map, goof.
01:09Number 19.
01:10King Candy was inspired by the Mad Hatter, Wreck-It Ralph.
01:14The seemingly benevolent ruler of Sugar Rush turned out to be a much darker character in this 2012 film.
01:19Get off my truck!
01:21Hey!
01:22What are you, crazy?
01:25I forbid you to draw that finish line!
01:29But did you know the character's physical quirks are based on the Mad Hatter from Disney's Alice in Wonderland?
01:35In fact, the design of the character went through many iterations, with the first designs being based on real-life figures like Elvis Presley and even Joe Biden.
01:43Eventually, Ed Wynne's performance as the Mad Hatter from Alice in Wonderland proved to be the basis of the final design.
01:49Fittingly enough, King Candy's initial comic persona is revealed to have been a mask for the film's true villain, revealing the madness underneath.
01:57No way!
01:59What the? Who are you?
02:02I'm Turbo, the greatest racer ever!
02:07And I cannot reprogram this world to let you and that holocaust, this riddled warthog, take it away from me!
02:14Number 18.
02:16Sean Yu's eyes are meant to look like his hawks, Mulan.
02:19One of Disney's darkest villains, this ruthless Hun leader has perhaps the largest kill count of all of the Disney villains.
02:25His brutality is reflected in his thickly-muscled design.
02:29In particular, his eyes were meant to mirror his hawk.
02:32This is Sean Yu. He's the villain. He was probably the most fun to work on.
02:37On my own, I like to do creatures and monsters and stuff like that.
02:41And this is about the closest thing to a monster on this film, anyway.
02:44This stylistic chime goes beyond just symbolism.
02:47There's even a deleted scene where Sean Yu magically sees through his hawk's eyes.
02:52Though this was dropped, the idea was retained visually.
02:54To see is the consistency within the character as far as his mass, his features, proportions.
03:00Sean Yu's relative uniqueness as a Disney villain even extends to his death,
03:04which subverts the falling cliché of previous antagonists.
03:08Either way, this quirk makes Sean Yu design even more memorable.
03:11Number 17.
03:13Mark Davis animated Cruella de Vil, 101 Dalmatians.
03:17Animation is well known for being a massive group effort,
03:20with separate artists working on the design and the animation.
03:23So it's impressive when only one person is involved in the animation of a character.
03:28Animator Mark Davis was solely responsible for the fashion-obsessed villain of this Disney film.
03:33He was inspired by actress Betty Davis for his realization of Cruella de Vil,
03:37with Mary Wicks as the model.
03:39One of the most fun assignments I've ever had in the studio was doing the villainess in 101 Dalmatians, Cruella de Vil.
03:47She was a funny villainess.
03:51And while what she was doing wasn't very nice, she herself was an entertaining character.
03:56Mark Davis was also responsible for many other animations.
04:00A famous animation he did, and the most beloved by Disney himself, was Cinderella's transformation.
04:05His penchant for animating female characters even earned him the nickname, Ladies' Man.
04:10What a talent.
04:11One of them asked, he said, Mr. Disney, of all the animations that have been done in your studio,
04:17what is your favorite piece of animation?
04:20And he thought for a moment, he said, well,
04:22he said, I guess it would have to be when Cinderella got her ballroom gown, her dress.
04:28Number 16.
04:29Sir Patrick Stewart as Jafar.
04:31We could have had Captain Picard as a Disney villain.
04:35Alas, it was not to be.
04:37Although we wouldn't trade Jonathan Freeman for anything.
04:40Based on the villain in The Thief of Baghdad,
04:42Jafar was initially offered to Patrick Stewart,
04:44but due to scheduling conflicts, he had to decline it.
04:47Stewart went on to express regret for turning down the role, amongst various other Disney roles,
05:00as Jafar became one of Disney's most beloved villains.
05:03Jonathan Freeman eventually came to voice the role,
05:05an iconic performance on all accounts.
05:07Harm yourself, Iago.
05:09Soon I will be sultan.
05:11It's time to say goodbye, Prince Abubu.
05:15Trust me, my pungent friend.
05:17You'll get what's coming to you.
05:19Still, we mourn for what could have been.
05:21Number 15.
05:23Ursula's Family Matters.
05:25The Little Mermaid.
05:26Though in the original animated film,
05:27Ursula is seemingly a rogue sea witch.
05:30This nautical baddie was originally imagined as having some familial connections to our protagonist.
05:34And in further adaptations of the story, that vision was ultimately realized.
05:40In both the Broadway musical and the 2023 live-action film,
05:43Ursula is actually King Triton's younger sister,
05:46which would naturally make her Ariel's aunt.
05:49Ursula!
05:52Let her go.
05:55Forget it, big brother.
05:56She belongs to me now.
05:59This added layer to their relationship certainly makes her villainy all the more,
06:03well, villainous, but also adds nuance to her wicked motivations in usurping Triton's throne.
06:08I think villains who have a little of a calm artist in them
06:12are more fascinating because they give you a facade.
06:15Number 14.
06:16Lucille Laverne removes her dentures.
06:19Snow White and the Seven Dwarfs.
06:21A blood congealed.
06:23Then I'll be perished in the land.
06:26Voice acting has indeed its quirks.
06:29Lucille Laverne was cast to voice the evil queen of Disney's first animated feature-length film.
06:34When the evil queen magically disguises herself as a crone to kill Snow White via poisoned apple,
06:39Laverne was also called to do the voice for the witch.
06:42Disney and the animators, however, were unsatisfied with her performance,
06:45feeling her voice was not quite rough enough.
06:48Laverne excused herself and returned to deliver the cackling voice we know today.
06:52How'd she do it?
06:53She simply removed her dentures.
06:55Thank goodness for false teeth.
06:57Ha ha ha ha ha ha ha ha ha ha.
07:01Now I'll be perished in the land.
07:06Number 13.
07:07Be Prepared was sung by two singers, The Lion King.
07:11This is no less than Disney legend.
07:13Among all the lauded English actors that were considered for the role,
07:17including Alan Rickman and Patrick Stewart,
07:19Jeremy Irons was cast as the voice for the villainous Scar.
07:22Although initially reluctant,
07:23Irons had a profound influence in the direction of the character,
07:26Perhaps you shouldn't turn your back on me.
07:30I know that your powers of retention are as wet as a warthog's backside.
07:37Trouble struck, however, when Irons' voice gave out halfway through recording Be Prepared.
07:41Jim Cummings, who voiced the hyena Ed, was called to replace Irons' voice from
07:46So Be Prepared for the Coup of the Century on.
07:48So prepare for the coup of the century.
07:52Be prepared for the murkiest scam.
07:56It is a voice performance so seamless, most people do not even notice the difference.
08:01Now that is Disney magic.
08:03I just basically close out the ending of the song.
08:06I don't believe Jeremy ever says the words, Be Prepared.
08:11But, you know, he does all the talking.
08:14You know, I know that your powers of retention are as wet as a warthog's backside.
08:22Number 12. Magic Mirror on the Wall.
08:25Snow White and the Seven Dwarfs.
08:27Is there any phrase from Disney more instantly memorable than Mirror Mirror on the Wall?
08:31Except, that isn't the actual phrase.
08:34That's right, we've all fallen prey to the Mandela effect.
08:37In Disney's Snow White and the Seven Dwarfs, the evil queen distinctly addresses the magic mirror as simply that.
08:43Magic Mirror on the Wall.
08:45Strange, but true.
08:46How did we get Mirror Mirror?
08:54It turns out that the original fairy tale used Mirror Mirror, which no doubt proved to be the stickiest phrase of the two.
09:00Also, the power of doubling a word is great indeed.
09:03Magic Mirror on the Wall.
09:05Who now is the fairest one of all?
09:09Number 11. Green is always associated with villains.
09:13Therious.
09:14Color theory is very important when it comes to design and animation, for obvious reasons.
09:19In the case of Disney, we have seen red, purple, and black be closely associated with villainy.
09:24The most obvious being Aladdin's Jafar.
09:26A snake, am I?
09:30Perhaps you'd like to see how snake-like I can be.
09:34But a little-known color also associated with villainy is green.
09:38Usually symbolizing life and wealth, green can also symbolize envy and jealousy.
09:43Common traits of villainy.
09:45The particular sickly shade associated with Scar and Maleficent is reminiscent of poison and toxicity.
09:51Stand back, you fool!
09:56Sometimes, you get all four.
09:59Red, purple, black, and green.
10:02This happened with the design of the slinky Dr. Facilier from The Princess and the Frog.
10:06Disney villainy always has such a colorful flair.
10:21Number 10.
10:23What Scar's real name is, The Lion King.
10:25The villain in The Lion King is known simply as Scar in the film, and he has a laceration on his face to match the moniker.
10:32But have you ever wondered what his real name is?
10:34Surely his parents didn't name him Scar.
10:37Here's my little secret.
10:40It turns out, his birth name isn't all that much better.
10:43He was called Taka, coming from the Swahili word for waste, meaning his mom and dad probably didn't have very high hopes for him.
10:49Though it appears to actually be false, it's been widely circulated that Mufasa means king in a language called Manazoto.
10:56Whether or not that's true, we can still understand the sibling rivalry.
11:00The origin of Scar's name was actually revealed in The Lion King book, A Tale of Two Brothers.
11:05Number 9.
11:06Hades is partially based on James Woods.
11:09If you know anything about Greek mythology, you may have been surprised when you saw Hercules for the first time.
11:15That's because most people wouldn't have imagined the god of the underworld to be a fast-talking used car salesman type.
11:21Name is Hades, Lord of the Dead. Hi, how you doing?
11:23But that's just what James Woods' portrayal ended up being.
11:26When Woods came in to audition, he allegedly surprised the filmmakers with his interpretation of the character.
11:31And they went on to craft his lines and dialogue to match the style that Woods had created.
11:36Whenever I would say lines, I would try to put those extra kind of cartoon gestures that a character like this deserves.
11:43Number 8.
11:44Oogie Boogie is an original creation.
11:46The Nightmare Before Christmas.
11:48More than a decade before The Nightmare Before Christmas was released,
11:51Tim Burton was working at Walt Disney Feature Animation as an animator,
11:55and in his spare time wrote a poem that told Jack Skellington's story.
11:58Disney considered adapting the poem for the screen at the time,
12:02but it wouldn't actually happen until many years later.
12:05Well, well, well, what have we here?
12:09And if you read over the initial work,
12:11you'll notice that the main antagonist of the film, Oogie Boogie, doesn't make an appearance.
12:15He was only created later, specifically for the movie.
12:19Number 7.
12:20Cruella de Vil was supposed to make a comeback.
12:22101 Dalmatians.
12:24Disney has written a lot of great villains over the years,
12:27but many would argue that this one is their very best creation.
12:30I don't care how you kill the little beast, but do it!
12:33And do it now!
12:34Cruella de Vil has been frightening children since her debut in 101 Dalmatians in 1961,
12:40but did you know there was once a possibility that she would be the baddie in another animated Disney flick?
12:44Some sketches from the 1970s show that filmmakers once debated having Miss de Vil be the antagonist in The Rescuers.
12:51Admittedly, Madame Medusa isn't nearly as compelling,
12:54so this could have been a really great idea.
12:57On the other hand, you could also argue that having a different villain helped distinguish the film.
13:02Number 6.
13:03The same actor voices Captain Hook and Mr. Darling.
13:06Peter Pan.
13:07Most people know that before Peter Pan was a beloved Disney animated classic,
13:11it was a novel by J.M. Barrie,
13:13but it's a lesser known fact that Peter's story was originally written as a play.
13:17Peter and Wendy premiered on stage in 1904,
13:20and in various productions, it became standard for Mr. Darling and Captain Hook to be played by the same actor.
13:26There's definitely some interesting psychology to be done on that decision.
13:30Keeping with tradition, Disney had the same actor, Hans Conrad, voice both parts.
13:35Prepare to die!
13:37And did you know that Captain Hook is meant to be a sympathetic character?
13:40That's why he survives at the end of the story.
13:43Number 5.
13:44Several villains were drawn by the same animator.
13:46Various.
13:48If you were to list the top 10 Disney villains of all time,
13:50which we've done, of course,
13:52three of the entries would undoubtedly be Gaston from Beauty and the Beast,
13:56Jafar from Aladdin,
13:57and Scar from The Lion King.
13:58What do these three have in common?
14:00Well, it turns out the supervising animator for all three was Andreas Deja.
14:05He played a huge role in crafting the characters we know and love to hate today.
14:08I say we kill the beast!
14:10He was also originally the supervising animator for Yzma,
14:13back when the Emperor's New Groove was known as Kingdom of the Sun.
14:16But once the film got its infamous overhaul,
14:19Dale Bear took over.
14:20Number 4.
14:21Mother Gothel had a unique death, Tangled.
14:24If you've seen enough Disney animated films,
14:26you know they can be a tad formulaic,
14:28especially when it comes to how their villains are disposed of.
14:32Of course, showing any sort of graphic death scene would be too disturbing for little kids,
14:40but they have to go,
14:41so what's the solution?
14:43Have them fall off something really, really tall, it seems.
14:45This happens in countless Disney films,
14:48but in Tangled, the villain perishes in a fashion that is both routine and wholly unique.
14:52What have you done?
14:54What have you done?
14:56She ages at fast forward speed all in the span of a few seconds.
15:00But to make sure audiences understood her fate,
15:02she also falls off something really, really tall.
15:04Number 3.
15:10One of the best villains almost never was, Sleeping Beauty.
15:14Eleanor Audley is best known for voicing two of Disney's most delightfully evil characters,
15:18Lady Tremaine, a.k.a. Cinderella's evil stepmother,
15:22and Maleficent.
15:23But she didn't simply lend her voice,
15:25she was also the live-action model that inspired the character's facial expressions and designs.
15:30A wondrous future lies before you.
15:33You, the destined hero of a charming fairy tale come true.
15:39But because of a case of tuberculosis,
15:41Audley initially turned down her role in Sleeping Beauty.
15:44What are you doing?
15:45Girls, girls.
15:46Your mama's.
15:47She was worried that she was too ill to perform.
15:50But in the end, it all worked out,
15:51and Disney villain history was made.
15:54Watching this performance today is still spine-chilling.
15:57Number 2.
15:58Gaston wasn't always the villain.
16:00Beauty and the Beast.
16:01Okay, this one might actually blow your mind.
16:03Even the most hardcore Disney fans may not be aware
16:06that there were several versions of the script of 1991's Beauty and the Beast
16:10before the final iteration was decided upon.
16:12Did you honestly think she'd want you when she had someone like me?
16:17In an earlier version, the major villain was actually Belle's aunt, Marguerite.
16:22Not only that, but Belle had older sisters.
16:25The dastardly Gaston was more of a co-antagonist
16:28who didn't get nearly as much screen time.
16:29Also, even the final script underwent some changes
16:32after production was completed.
16:34It's over, Beast!
16:36Belle is mine!
16:38Gaston was originally meant to say,
16:40Time to die.
16:41But the creators felt it was too aggressive
16:43and dubbed it with Belle is mine.
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17:01Number 1.
17:02A villain got the first line,
17:04Snow White and the Seven Dwarfs.
17:06You may think that Disney movies are all about good guys
17:09and happily ever afters.
17:10Three cheers for the mighty Hercury!
17:12Aw, yeah!
17:14Flowers for everybody!
17:15Ah!
17:15In many cases, however,
17:17it's the villain who ends up stealing the show.
17:19As a matter of fact,
17:20if you go all the way back in the Disney catalog,
17:22you'll find that the first line spoken
17:24in any full-length Disney animated film
17:27was by a villain.
17:28Slave in the magic mirror,
17:31come from the farthest space.
17:35Through wind and darkness,
17:37I summon thee to speak.
17:401937's Snow White and the Seven Dwarfs
17:42opens with the evil queen,
17:44who, fun fact,
17:44has a real name,
17:45Queen Grimhilda,
17:47addressing her magic mirror.
17:48Magic mirror on the wall?
17:51Who is the fairest one of all?
17:54Kind of a dark way to start
17:55the very first Disney movie.
17:57Which other behind-the-scenes facts
17:58do you know about Disney villains?
18:00Let us know in the comments below.
18:02Quiver with fear.
18:04Do you agree with our picks?
18:06Check out this other recent clip from Ms. Mojo.
18:08And be sure to subscribe and ring the bell
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18:18We'll see you next time.