In this trope, a villain replaces older or more familiar {{Mook}}s with new ones, usually because [[YouHaveFailedMe because the older ones failed]] or [[YouHaveOutlivedYourUsefulness are no longer useful]].

The BigBad was defeated, their forces routed, and TheHero has saved the day. Sure [[ExitVillainStageLeft they escaped]], but everyone's going to be ready when [[WeWillMeetAgain they return as promised]]. Besides, you've handled the worst they could throw at you. [[TemptingFate What could they possibly do to surprise you now?]]

But the villain comes back with an unwelcome surprise: our DangerouslyGenreSavvy villain may have been defeated last time, but [[MagnificentBastard they ain't stupid]]. It seems that all of the weak, pathetic mooks the hero(es) barged right through last time have been replaced. Possibly, by something ''much'' [[SortingAlgorithmOfEvil worse]].

Our BigBad has brought in the ReplacementMooks.

This typically happens in series which retain a recurring villain who, after failing in their plans the last time, has seen fit to replace their forces with newer enemies for the hero, whether in part or in whole. This is usually because the villain is attempting to learn from his or her mistakes during the previous altercation--after all, if something doesn't work once, why try it again? New enemies could catch the heroes off-guard, or make it much more difficult to adjust. Or, the villain might just want to send a message about what happens when [[YouHaveFailedMe his minions aren't up to task]].


* Done as one of Robotnik's schemes in ''SonicTheComic'', where he basically exploits Sonic taking the games' difficulty curve for granted by transposing some of his more advanced badniks from a SonicCD level into the GreenHillZone.

* ''Film/TheMatrix Reloaded''. After the failure of the Smith-model Agents in ''Film/TheMatrix'', the Machines come out with improved Agents (which Neo calls "upgrades" when he first meets them).
* ''WesternAnimation/TheIncredibles'' centers around this trope, as the villain tests his robots against superheroes in order to improve them.
* ''Every'' [[TheTerminator Terminator]] starts as this. The first one introduced, the T-800, was a replacement for the T-600. In the next film, the T-1000 replaced the T-800. Then, the T-X replaced the T-1000. [[JustifiedTrope Justified]], because they're machines and SkyNet is just upgrading.
* In the ''Franchise/StarWars'' prequels, the Trade Federation replaces its rather laughable battle droids from the first film with more advanced Super Battle Droids with a more menacing, dehumanised silhouette. One of them can be seen knocking the earlier models aside to get at the Jedi enemy in ''Film/AttackOfTheClones''.

* A realistic version of this shows up in ''ASongOfIceAndFire''. When civil war wracks the Kingdom of Westeros during a SuccessionCrisis, the Kingsguard (bodyguards for the royal family) suffer several losses. When Jaime Lannister finally makes it back to the capital to take command, he's horrified and infuriated to find that he has two dependable knights left in the Kingsguard, while most of the other new members are political appointments, second raters, or amoral mercenaries.

* ''Series/KamenRider'': When Rider 1 returns with an upgrade in episode 53 the entire series does as well. The Shocker grunts remove the useless rankings (the red grunts had a higher rank than the black ones, they were beat up all the same) and replaces them with it's most remembered outfit, which is black with a skull pattern. It doesn't do much difference. Later, in the series, Gel-Shocker appears with much more flamboyant mooks, in ther first episode they actually catch the heroes by surprise and give them a lot of trouble. By the next episode, though, they are back to being easily defeated.
* ''Franchise/PowerRangers'': MMPR season two saw Rita's Putty Patrollers replaced by Lord Zedd's Z-Putties, who were in turn replaced with Rito's Tengas in season three. Then the Machine Empire marched into their territory with the Cogs. This doesn't apply as much post "Space", as each year is now an entirely different story set in the same world, but some villains will introduce [[EliteMooks elite]] versions of their own grunts, eg [[Series/PowerRangersNinjaStorm Kelzacks becoming Kelzack Furies]].
* In {{Series/Justified}}, Boyd ends up pulling this trick against some his former Neo Nazi friends. When they think Boyd is hopelessly outnumbered, he introduces his own new crew... [[spoiler:The Crowe family.]]
* In ''Series/BreakingBad'', Gus kills Victor because Victor was spotted at the scene of Gale's murder by witnesses. Victor is replaced by another henchman, Tyrus Kitt.
* In the ''Franchise/MassEffect'' series, the villainous [[spoiler:Reapers]] use the robotic geth as their primary mooks in the first game. While they're still active in the sequel, their role as the primary mooks are taken up by [[spoiler: the insectoid Collectors, who are abandoned to die at the end of THAT game]].
** In the third game, the new primary mooks are Husks, reanimated corpses of various species jammed full of cybernetics. They were around in the previous games as simple cannon fodder, but they now come in a variety of forms with various abilities. For example, Marauders (turian husks) can use guns and infantry tactics, Banshees (asari husks) can fly, throw out biotic attacks, and put barriers around allies, and Ravagers (rachni husks) have cannons built into their backs. However, the [[spoiler:Reapers]] have also managed to strengthen their geth forces [[spoiler:by taking control of the anti-Reaper geth majority]], and have successfully [[BrainwashedAndCrazy indoctrinated]] [[spoiler:the human-supremacist NGOSuperpower Cerberus]] even as it tries to do the same to them.
* In the ''Franchise/{{Halo}}'' franchise, the Prophets of the Covenant quickly replace the Elite with the Brutes after the former fail in the first game [[spoiler:and the first half of the second game.]]
* When you beat SuperMarioBros once and start a new game immediately afterward, all Goombas are replaced by Buzzy Beetles.
* It happens frequently on {{Metroidvania}} style games, most likely after defeating an important boss, unlocking a new zone or obtaining a power-up.
* In ''VideoGame/PaperMarioTheThousandYearDoor'', eventually the [[TheGoomba goombas]] and other basic enemies in the Rogueport Sewers are replaced by more threatening [[HeavilyArmoredMook Koopatrols]], Hammer Bros., and Magikoopas.

* In ''Webcomic/TheOrderOfTheStick'', BigBad Xykon gets his goblin forces routed by the heroes during the first arc. Soon after, he finds an army of hobgoblins which numbers in the tens of thousands.

* In ''WesternAnimation/TeenTitans'' season 3, Brother Blood's human mooks prove ineffective against the heroes, so he replaces them for the season finale with mecha mooks adapted from Cyborg's technology- which prove to be some of the toughest mooks in the whole show.
* It seems like every season of the '80s-'90s ''[[WesternAnimation/TeenageMutantNinjaTurtles1987 Teenage Mutant Ninja Turtles]]'' cartoon has an episode like this, with Shredder and Krang replacing Bebop and Rocksteady, only for the replacements to be de-mutated, destroyed, or do a HeelFaceTurn, forcing the baddies to [[StatusQuoIsGod re-employ Bebop and Rocksteady]].
** Eventually Shredder and Krang themselves were replaced by Dregg. For his first season on the show, he used Insect like creatures called the Techno Gang. Next season he used a race of batlike creatures as his mooks.
* In the later episodes of ''WesternAnimation/{{Thundercats}}'', Mumm-Ra eventually phased out the Mutants in favor of the more powerful (and more treacherous) Lunataks. This didn't really make things more difficult for the Thundercats in the long run, since the Lunataks were prone to in-fighting and following their own personal agendas.