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This is a "Wild Mass Guess" entry, where we pull out all the sanity stops on theorizing. The regular entry on this topic is elsewhere. Please see this programme note.
Friends And The High Council Other Side Friends Part 1
Some villain connections are:

Friends

Chernabog: An ultimate evil power emerging from Russian folklore, Chernabog is the Friend, the true, Ultimate Evil of a Big Bad. Determined to destroy everything good and wonderful about the Disney Universe. He dreams of the day he can escape the Other Side and rule everything - including worlds far beyond the Disney canon. His origins are shrouded in mystery. He may be a rogue God, a Jerkass Genie, the devil himself, or even a minor demon who killed the original Satan and took his throne as in Hells Bells. But the only thing that's for sure is that all evil in Disney answers only to him.
  • Chernabog's counterpart in the Kingdom Hearts universe is overshadowed by other dark forces, despite being the absolute embodiment of darkness itself. Having engineered the Keyblade War in ancient times, the massive war for the X-Blade ended up sending Bald Mountain all the way into the Realm of Darkness, with the remnants of worlds destroyed by the Heartless building up around it. However, this was at the cost of limiting his power to That One Boss levels and even moreso then his mainstream counterpart, stays entirely behind the scenes. Directing his counterpart to Xehanort, he kept to the darkness and built up his army for the assault on the World of Light, before eventually falling to the power of the Keyblade...or not.

Beelzebub: Beelzebub was a piece of Chernabog's soul that was split away from him during the Great Wars in the beginning of time. The demon lord then created Paddywhack and many of Darkwing's supernatural enemies to serve as his minions in his own private version of the other side in Darkwing's homeworld. His only deals so far have been with Gosalyn during the events of "Hot Spells" and FOWL High Command.

The Firebird: The second most powerful friend, the Firebird is a creature of pure darkness, condensed into a fiery form of destruction. Chernabog created the Firebird to destroy entire worlds with volcanic eruptions and wildfires. However, by the very nature of fire as a cleansing force opening things to renewal, his rampages have been the occasional boon to the High Council, a similar problem afflicting the Lava Titan. Still, he's one of Chernabog's most trusted minions alongside Maleficent and the Horned King, and his ability to leave the Other Side is invaluable. Naturally, it seeks to destroy whenever it's awakened; it seeks to consume all that lives. It's known as "Chernabog's Hand," as this is the Friend he sends to completely and utterly destroy those who oppose him.

Baron Samedi: The "boss mask" in Facilier's shop? That was Baron Samedi, Loa god of darkness and a major friend on the other side. He's the one who masterminded the scheme to take control over the souls of New Orleans. Out of all the Friends, the Baron is one of the more vicious members, constantly creating new shadow demons by punishing failures for not being able to fulfill his goals of soul-collection. Despite his plan being foiled by Tiana, Baron Samedi is not one to take lightly of in failure, as he is currently making plans alongside Facilier and his brother, Chernabog, to get rid of the waitress princess and Mama Odie once and for all.

Chronos: This guy was father of Zeus and the Olympian gods, and a very powerful friend at that. Although he was able to kill off Oranos, father of Uranus, and take over his throne, he was just as bad as the last great god king. To keep his throne, Cronos swallowed Hades and the other olympians, but not Zeus due to Rhea replacing the baby with a stone instead. During the great war between Titans and Olympians, Zeus managed to defeat his father and throw him away into the Other Side, but in a different prison away from his brothers. But before his sealing away, Chronos was able to curse the stone he swallowed to cause any god to fall asleep forever whenever he or she would touch the stone or come into contact with it. Right now, Chernabog is still planning to try and release this almighty friend to gain an ally of sorts, since a Wasteland incarnation of Cronos was sealed away for his love of a woman.

The Titans and the cyclops: All five of them were Cronus' brothers: Hyperion, Coeus, Iapetus, Oceanus, and Polymephus the cyclops. Sensing a use for these 5 warrior giant gods, the proto-Chernabog mutated Hyperion into Lythos, Coeus into Pyros, Oceanus into Hydros, and Iapetus into Stratos, then sent them on their way to Mt. Olympus, only for them to be sealed away by Zeus during the Olympian War. Herc didn't destroy them, just temporarily put them out of commission, to which Zeus sealed them away to the Other Side once more, this time more securely. Although in the movie, the Titans had a brutish, stupid pesonality, they were only Obfuscating Stupidity. They're every bit as intelligent as the Gods who imprisoned them, they just like acting stupid to please Hades. Only the cyclops himself actually is stupid. The six voodoo masks flanking Baron Samedi in The Princess and the Frog? Four of them are these guys. The fifth mask would be the Firebird. The sixth...

The Jabberwock: A powerful demon formed from pure chaotic magic, the Jabberwock is the Friends' chief agent in Wonderland. The power behind the throne of the Queen of Hearts, his dark influence allowed him to corrupt Wonderland and turn it into a haven for the Friends, since it, itself, is actually a major Friend. A Big Bad more than happy to play the role of The Dragon, he allowed the Queen of Hearts and the Red Queen to be the public faces of Wonderland, because they were both effective at keeping the denizens oppressed. However, when it comes to the dark frontiers of Wonderland, his rule is undisputed. Although eventually slain by Alice Kingsleigh, he's not likely to stay gone forever...

Sootini: This ancient smoke-like demon was, in fact, Chernabog's viceroy in the world of Agrabah, as he used this creature to make deals with Jafar, Monzenrath, Mirage, and the other enemies of Agrabah. Sootini was sealed away in smoke powder form by the High Council in a pot, only to be freed by Abis Mal, then be permanently destroyed by Genie blasting the creature with water, Sootinai's only weakness.

Bob: A space-faring minor Friend, unbound by the limits the various parts of the Disney world impose on his brethren by not having any ties to them. His time range for soul collecting is limited to the Halloween season though, when the Space Mountain coordinate computers glitch out and send rockets into his territory of space and he'll pretty much try taking anything that comes through, even fellow villains.

The Shadow Blot: An Eldritch Abomination that takes on the form of a living mass of paint and thinner, the make-up of most animated beings in the Disney universe. The Shadow Blot was the plague that had infected the Wasteland. Created from Yen Sid's tools and giving consciousness accidentally by a young Mickey Mouse, the Blot ravaged the Wasteland for decades until being sealed away by Oswald and Ortensia. The Mad Doctor had been working with a major leakings that had flowed from his bottled prison to eventually find a way to bring the full fury of the Blot back and to take Mickey's heart in order to become the first friend to move beyond the Wasteland and join Chernabog's side in the real world. It would be Oswald himself that accidentally broke the prison, but after a near escape with Mickey's heart and a barrage of fireworks, the Blot was dispersed, its paint restoring the wastelands to its former glory. However, he can easily reform between the remaining drippings and the inky darkness that now courses through Mickey.

The Reaper King: An agent of death that caused the Black Death, the Reaper King was sealed away by the Wardens inside the Coffin Clock and placed inside a space between dimensions. His cult, the Shadow Society, has been trying to gain the Coffin Clock and awaken him for years.

The Skeleton ghosts and other minions: Remember Chernabog's little party guests? These skeletal ghosts, witches, and cloaked phantoms were all the souls of those who made deals with the Friends but were unable to pay their debts. Now, their souls are cursed into monstrous forms, doomed forever to serve Chernabog in the war. On Halloween and Walpurgis Night, the Big Bad of all evil summons these guys to mutate them into the next level of cursed soul, the imps and demons, so he can destroy them and turn them into fiery chicks, harpies, and floating skulls.
  • The Shadow Demons under Facilier's control were skeletal ghosts who were mind-controlled by Chernabog to serve the witch doctor.
  • Maleficent's Mooks are a race of animal-like creatures who live in a society similar to the orcs from the Lord of the Rings. They serve as general mooks for the Friends, worshipping them as a Religion of Evil arrangement.
  • When Snow White ran through the forest and saw the trees as monsters, she wasn't hallucinating. These tree monsters are all the souls of Queen Grimhilde's dead prisoners, mutated into horrible creatures that lurk in the forests to scare folk away.
  • The wolves from Beauty and the beast were the souls of clients who made deal to become werewolves, but couldn't pay their debts, and now serve the Enchantress as her loyal hunting wolves.
  • Pain and Panic were among the various demonic agents of the Friends sealed away in Pandora's Box by Zeus and the High Council. When Pandora accidentally opened the box, the Miseries were released and began to spread their message of darkness across the worlds. Only Pain and Panic remained in the Underworld once Pandora resealed the demons away in her box again. This is because Hades decided to give the two demons a chance to serve him, and they accepted. They still fail to do most of their jobs right, even with Cerberus, the Hydra, and other monsters backing them up. However, when it comes to minor evils, they actually do quite well, capturing minor soldiers in The High Council, and proving effective shape shifters for deception.
  • The Queen of Heart's card soldiers were normal citizens of Wonderland, drafted into the armies of darkness.
  • Gwythaints, the Horned King's dragon scouts, were once various creatures of the air, until the evil sorcerer mutated them with the powers of darkness to make them his servants.
  • The titular skeletons from The Skeleton Dance were friendlier cousins to the skeleton ghosts from Night on Bald Mountain. The only difference is that they did not sell their souls to Chernabog or any one of his fellow Friends. They just wanted to stay along after death to amuse The forces of darkness.
  • Blotlings are the drippings of the Phantom Blot and even extend into the souls of cartoon characters the Shadow Blot collected in his rampages.

The Inner Circle

The Horned King: The mystic land of Prydain was formerly ruled by the Dark Lord Arawn who was slain by the High Council by being thrown into the Black Cauldron. Now Arawn was formerly one of Chernabog's most powerful Arch-Demons. But when he was sealed awy in the Black Cauldron, his trecherous huntsman, The Horned King, seized the throne of Annuvin and made a deal with Chernabog to try and control the rest of Prydain. Since he was such a high-ranking member of Arawn's court, the Friends were willing to aid him every step of the way. In fact, his evil was so great that once he became a Lich, he practically became an Arch-Demon himself due to the great amount of darkness in his heart. In fact, he was the one who trained Maleficent, Madam Mim, Queen Grimhilde, Jafar, and a whole slew of sorcerors in the art of dark magic, hoping it would bring more clients to Chernabog. Basically, The Horned King was the disney version of Emperor Palpatine. The Horned King had been searching for the black cauldron so that his evil powers would increase ten-fold and that he would become a full-fledged Ultima Friend to rival Chernabog. The Cauldron Born had formerly been his uruk-hai soldiers for the Friends that had been slain in battle. Fortunately, the Heroic Sacrifice of Gurgi stopped the cauldron for good, disintegrating the Horned King in a stream of magic, ending his reign of terror. The Horned King's ambition troubled Chernabog, but after the King's death, Chernabog was willing to give the Horned King co-leadership over the Inner Circle as The Chessmaster, giving him overall command over his former apprentices. Out of all of the members of the Inner Circle, he has command over a rather large amount of Heartless... His very prescence causes great fear and alarm to almost all individuals in the worlds for it is said that the Horned King is in fact The Antichrist, destined to open the door to darkness and release Chernabog in the final battle.
  • The Creeper, his little toadie, was in fact one of Maleficent's few non-goon soldiers, who got bought out by the Horned King while trying to look for future henchmen.
  • The Horned King's human soldiers were all saps who got very little of their numbers soul collected by the Cauldron-Born.
  • His black, purple, and teal blue version of his costume seen in Mickey's Land of Illusion was made by Chernabog as a symbol of his newly heightened power as a Dark Master.

Maleficent: A member of the court of Oberon, and the Friends' most successful client, she paid off her debt several times over and they gave her very powerful magic to add over that of her natural fair folk magic. To attain ultimate power, however, she was going to drive to despair, kill, and harvest one of the most powerful souls on her plane - Aurora, the Princess of Heart, giving the Friends a huge boost and giving herself the ensuing despair of both kingdoms to feed off of. However, her death at the hands of Prince Phillip foiled that plan, until Chernabog offered her a position in a new club he was making. That club was called the Inner Circle, for reference.She usually leads the Inner Circle with the Horned King, serving as tactical figurehead of the villains. Also, she's in command of a legion of goons that are the rough Disney counterparts to orcs.
  • Her raven, Diablo, was a Friend worshiper who decided to join Maleficent on his own free will. And he is VERY successful at doing the jobs his mistress assigns him to do. Despite being turned to stone, the friends were more than happy to free him to act as a spy for the friends.
  • She's actually taken some initiative on Halloween outside the usual Villains Out Shopping behavior she and the others have done in the past and is currently building an undead army to take over Hong Kong Disneyland after years of Halloweens where she hasn't been invited.

Xehanort: Chernabog managed to stumble upon a dimension that happened to house several worlds which, to his joy, had alternates of several of his allies. He also discovered The Heartless during an experiment to create more shadow demons for his evil armada. Initial experiments only came up with these black, Ugly Cute shadows that could reproduce by swallowing the darkness in one's heart. Afterwards, Chernabog began to scheme on how to use them and expand their types/efficiency. But Zeus eventually got word of this and sent his recently created keyblade warriors to stop this evil invasion of the Friends and heartless. In the end, the High Council won, sent the heartless away to the other side, and began to set up keyblade schools for pure-hearted warriors like Terra, Ventus, and Aqua. But there was one keyblade master, Xehanort, who was getting in on the program and began to become interested in the keyblade war itself. Eventually, Chernabog approached the corrupt warrior and told him a little secret.....the only way to open Kingdom Hearts, the heart of all worlds, was to create the X-Blade from two hearts of pure light and darkness. Xehanort soon picked Ventus, such a student with equal amounts of light and dark, as his apprentice, just so he could extract the boy's darkness from his heart, combine it with D.N.A from a little boy in the Destiny Islands, Sora, and create the evil warrior, Vanitus, to become his new apprentice. At this, he immediatelley pitted his former apprentice Ventus against Vanitas to forge the X-blade in order to open the door to Kingdom Hearts and begin another war, hoping to uncover the secrets of the first. Meanwhile, he also began to manipulate Terra into becoming a warrior of darkness with the intention of merging his own heart with a suitable, younger body that will allow him to survive long enough to see his plan come to fruition. Though he succeeded in possessing Terra, creating a new incarnation of Xehanort, he was defeated by Terra's Lingering Sentiment and later Aqua, which left him in an amnesic state while found by Ansem the Wise at Radiant Garden.
  • Now a student of Ansem, Xehanort became increasingly obsessed with the study of hearts so he could regain some of his lost memories. To that end, he sacrificed his body in the process to Chernabog and the Friends, creating a powerful Heartless and Nobody. His Heartless assumed the identity of his teacher, Ansem, with the title of Ansem, Seeker of Darkness, while his Nobody took the name Xemnas. With this, the heartless escaped the other side to join their new leaders, Chernabog laughing in triumph at the return of his evil influence to this pocket universe.
    • "Ansem" Seeker, with the aid of Maleficent of the Inner Circle, followed by commanding the Heartless to do his bidding and steal the hearts of many worlds. Late into his evil plan, he took Riku's body to regain a physical presence. Although his goal of reaching Kingdom Hearts was realized, the light behind the door to Kingdom Hearts destroyed him, causing all of the worlds he destroyed to be restored. However, in the events of Chain of Memories, Ansem was revealed to still exist and fought to take over Riku's body again, who continuously fought back...that is, until the Kingdom Hearts Encoder completely annihilated the last few vestiges of Ansem
    • Meanwhile, Xehanort's Nobody, Xemnas, first appeared in Hollow Bastion to test Sora for his own agenda, on orders from Chernabog's will. As the leader of Organization XIII and master of the power of nothingness, Xemnas controlled the Nobodies in his own attempt to control Kingdom Hearts. In fact, Xemnas was really the corrupted nobody of Terra, trying to find a way to break free of Master Xehanort's control while also fulfilling his goal of gathering 13 possible vessels for Xehanort's heart to inhabit. He was finally defeated by Sora and Riku in the World That Never Was.
    • With Ansem and Xemnas both destroyed to recreate Terranort, Chernabog declared that his genius work and relentless command of so many villains made him an obvious shoo-in for the Inner Circle primarily as The Evil Genius and The Dragon as a conqueror of dozens of worlds and creator of excellent plans. This was proven when Master Xehanort finally revealed his grand scheme to both the Keybearers and the Friends: to recreate the x-blade by gathering 13 hearts of darkness made from his own being and 7 hearts of light, and make both groups clash in a great fight that will inevitably cause the x-blade to be forged once more and cause the keyblade war to begin anew, thereby leading to Master Xehanort using the power of the x-blade to reconstruct the universe in his vision of perfect balance with him in control of the entire universe. This scheme has been helped so far by the Friends, who aided Ansem SOD in his part to recruit a Young Xehanort from an alternate timeline in order to gather the 13 hearts of darkness for Master Xehanort's plans. Despite the potential amount of souls that would result from Master Xehanort's scheme, even Chernabog is still trying to comprehend his minion's scheme.

Ursula: Facilier and Ursula have similar MOs, to lure innocents in with promises of a better life. Ursula had paid off her debt and by the time of the movie was using the souls to gain power for herself rather than give to the Friends, hence why her "garden" reverts back to normal instead of everyone going to Hell. She planned to give all those souls to the Friends once she had obtained Triton's power, which is why the they allowed her to withold them. Upon her death at the hands of Prince Eric's sunken ship, she joined the Inner Circle due to her skill at obtaining souls. Her sister, Morgana, on the other hand...
  • Flotsam and Jetsam, Ursula's two evil eels, were agents given to her by the Friends as a reward for her successful collecting.
  • Ursula in the Kingdom Hearts universe was also highly regarded in Chernabog's eyes. Although she was killed in the first game, her sudden resurrection in the second game was because of the Friends granting her one last chance to destroy Sora, while mucking up all of Atlantica's memories to ensure her plan's success.

Jafar: Like Ursula and Facilier, he obtained his powers through the Friends. Once he seized Agrabah, he planned to harvest the souls of the people to pay his debts. He hadn't gotten very far before we see him. All his magic came through his staff, and a lot of it was more flash than substance. His desire to find the lamp and become a sorcerer (and, later, a genie) was because he feared the Friends turning on him and wanted insurance. They might be responsible for Iago gaining speech (as evidenced by Jafar's line in the sequel "If it weren't for me you'd still be in a cage at the bazaar squawking 'Polly want a cracker!'"). Fortunately, when he became a genie, he was destroyed ironically by his his loyal minion, Iago. By that time, however, he was powerful enough to make the Inner Circle as Chernabog knew that his forces could use a genie on his side after banishing/killing all the others. Despite this, he was still bonded to his Lamp, limiting his power - the lamp was stolen by Aladdin and given to Mickey Mouse, who locked it up inside the House of Mouse. Though he was still bound to his lamp, which was stolen Jafar now serves the team as The Starscream, always plotting to overthrow Maleficent and the Horned King and replace them as leader of the Inner Circle.
  • In frequent years, Jafar has acted as one of Chernabog's main spies in the House of Mouse. One of Jafar's most devious schemes was his manipulation of one of the High Council Agents, Donald Duck, in order to gain back possession of his lamp: when he learned he was found out, he quickly used his back-up plan of saying his plan was to get an actual lamp, looking like a big ham to lull Mickey into a false sense of security and avoid getting kicked out. His restoration of the House of Mouse was due to him being tricked by the mouse. He finally ended up getting outright banned from the club, the first agent to do so, upon attempting to take over the House of Mouse takeover as a distraction so that Chernabog could begin an invasion with a large amount of High Council agents out of the way.
  • Unfortunately, Mickey kicked Jafar out of the club while he was trapped in his lamp - a fellow agent, Hades, found the lamp and used Jafar to help him locate the Crystal of the Magic Kingdom. After his defeat here, Jafar was freed from the lamp by Chernabog as his bonding to the lamp was finally eradicated - allowing the maniacal sorcerer full access to his phenomenal cosmic powers...
  • When Iago reformed from The Dark Side, the High Council saw it fit to let him join them on probation.

Ratigan: An animatronic version of the Queen is a bit advanced for Victorian Era London... The Friends gave Ratigan the plans for the robot (since they couldn't give him magic) and pointed out someone he could kidnap to build it without drawing too much attention to himself. His advanced gifts are why Basil failed to catch him for so long, not to mention his status as a Diabolical Mastermind. His many sucessful capers helped the friends fund several mercenaries on their team, but Ratigan's plans for the queen would have granted them a steady stream of mouse souls. His extended work with the Friends also twisted his mind so much though, that whenever he became enraged he would revert to his more bestial nature, explaining his transformation at the end. Unfortunately, when Ratigan fell off Big Ben that night, the Friends knew he would never be quite the client they could hope for, and they finally got to collect his soul. That is until the events of House of Mouse where he was revealed to be still alive, as Jafar decided he needed another pet, taking on Ratigan to help plan both for the Inner Circle and for himself...
  • The bell Ratigan possessed was yet another gift from the Friends. As stated above, the Friends couldn't provide Ratigan with magic, but what they could provide him with was a bell that allowed the user to cause misfortune to whomever they wished. Ratigan, for the most part, wasted this power away, using it mainly to summon Felicia (who was an agent assigned to Ratigan) and to get his minions to carry out his will. Basil eventually figured out the power of the bell, using it to cause Big Ben to ring, thus resulting in Ratigan's death. Knowing the effect the bell's power had on Ratigan, however, Basil has chosen to simply hide it under his care so that the Friends can never regain control of the cursed bell rather than use it himself and risk warping his mind like the bell did on Ratigan.
  • Bill the Lizard was one of the friendlier citizens of Wonderland, but after his encounter with Alice, after hearing of the Friends, he asked them for a chance, tired of getting stepped on by the likes of Dodo. To prove himself, the Friends assigned him as a freelance agent to keep an eye on Ratigan with Felicia as he carried out the evil rat's plans. By the death of Ratigan, however, Bill decided that maybe he should go back to his chimney sweep lifestyle after hearing of Ratigan's transformation. His cousin, Wart, however was last heard to be working with a criminal named Fat Cat.

Queen Grimhilde: Same basic premise as Jafar, Yzma, etc. She was willing to corrupt her beauty because she was confident the Friends could fix her, and her desire for Snow White’s heart was not only because she hated her, but because she believed she could gain ultimate power through giving the Friends a Princess of Heart. The Magic Mirror was a really nasty agent the Friends gave to advise and keep an eye on her, while corrupting her along the way. Upon her death, no thanks to a lightning bolt from Zeus and the seven dwarves, she joined the Inner Circle. But once in a while, she decides to go about things her way as evidenced in House of Mouse where she became the old hag to assist Pete with his latest scheme to take over the House of Mouse by feeding Mickey and pals poisoned apples. Also, when Grimhilde is not working with the Inner Circle, she goes about running her business of selling poison apples on the grocery market. Wake-up Kiss, sold separately.
  • At times, Queen Grimhilde can change into her old hag form willingly without a potion to help her, as a sort of One-Winged Angel form.

The Enchantress: Seriously, curse an entire castle just because the Prince was a jerkass? That's seriously messed-up morality. What really happened was this: the Friends saw potential in the Prince to be a client. Unfortunately for them, he was satisfied with being spoiled by his servants. So they decided to curse the castle through an agent, a very effective one (after all, beautiful evil is harder to spot than ugly, and therefore more dangerous). They were unable to obtain an effective one - instead corrupting one agent in the ranks of the High Council - the Enchantress. They were hoping that, by the time he died, years spent in isolation would have twisted him into an even better soldier for their armies. Plus, the servants, also trapped in a horrible fate by a supposedly good force, might lose their faith in the more benevolent forces of the Disney Universe, thus leaving their souls up for grabs. The way out was a natural consequence of the Power of Love. The Enchantress spelled it out for the Beast because she wanted the situation to seem hopeless and, as far as she knew, it was. Evil can't comprehend good, after all, and the Friends really didn't believe anyone could love a beast. Ultimately, Belle's arrival botched the plan, leaving them with only one soul, Gaston’s. She is a member of the Inner Circle, because after all, there is nothing more dangerous than a force of evil that everyone believes is good.
  • Her deceptive appearance and resemblance to other Disney faeries and wish-granters is no coincidence. Linked to the Blue Faerie, the Fairy Godmother, and others, she was once a member of Zeus's group of heroes. But her lessons were harsher than the others, and she was petty and vengeful. This lead to many reprimands from Zeus, and she became bitter. The Friends saw an opportunity, and with Forte's help, tipped her off about the Prince's selfishness. Her curse on the castle was the final straw, leading to her being expelled from Zeus' ranks - and directly into the waiting arms of the Friends. She's not only a powerful member of Chernabog's ranks, she's the only one with inside knowledge of Zeus' doings.
  • Also she is one of the Fair folk, members of the court of Oberon, faire king. More specifically, the enchantress can split herself up into 3 girls, the Weird Sisters, for combat and espionage purposes. They/She has/have worked with the Archmage and Demona many times before when trying to destroy Goliath and his friends.

Scar: He also made deals with the Friends, but was Genre Savvy enough not to rack up a huge debt. Instead, he just asked for enough to charisma to control the hyenas and maybe for them to gather the wildebeests. When he became king, he would turn to the Friends to solve any problem the throne presented him in exchange for a few souls. The reason the Pride Lands went so far downhill is because so many souls were taken out of the Circle of Life as a result. By the time Simba comes back, the Pride Lands were so tapped out the Friends refuse to help Scar anymore. But Scar's charisma ended up winning the Friends' favor back to him, which led him to a minor position in the Inner Circle as Team Pet (much to Scar's disgust). Not long afterwards, Chernabog warned Scar not to pull any more tricks to get what he wanted, or else end up like his Kingdom Hearts counterpart and be turned into a Heartless of some sort. The Friends were responsible for the SFX of "Be Prepared". The reason his Villain Song was such an Ear Worm was because he was channeling his gift of charisma though it.
  • The reason why the Hyenas bothered to ally with Scar is because hyenas are also Friend worshippers. Shenzi, Banzai, and Ed chose to follow Scar is because he had good relations with Chernabog, and that's good news for them.

Queen Narissa: Another very big client of the Friends. The similar tactics used by the Evil Queen and Maleficent are no coincidence, she knows the two and learned similar things from the Friends. She was so desperate to keep the throne because she needed the steady supply of souls the position offered her. While not on the same level as Maleficent, she's risen to a prominent position within the Inner Circle due to her access to the Live Action portal - a whole other world that Chernabog has demands on.

Oogie Boogie: An Eldritch Abomination and long-time client of the Friends, he has paid off his debt dozens of times over and become an expert in collecting souls. He's single-handedly made Halloween the #1 day for the Friends all year, and has been rewarded with a promotion to Chernabog's Inner Circle, more specifically, the role of The Brute. While he did meet his end at the hands of Jack Skellington, it's very likely that the Friends restored him. After all, good help is hard to find...

Hades: A ally or possible rival to Chernabog, since partially, Hades is the big devil's son on Cronus' half. Hades is among the most mysterious forces of evil in the Disney Canon - and that's exactly how he likes it. He shows up at the Inner Circle when he pleases, since technically, he's an Arch-Demon. However, despite his freelance role within the circle, nobody questions his importance. As ruler of the Underworld, he watches over souls after they've been collected before Frollo pronounces Judgement on them, and thus has a role of Jailer towards all the souls collected by the friends before their usefulness is determined. (and as a side note, the underworld is not the only place for souls to go. Souls the High Council have claimed ascend to Olympus rather than fall to the underworld)
  • His status as an Arch-Demon allows him much more time to go to various worlds and be the primary negotiator on behalf of the friends alongside Ursula as they're both Manipulative Bastards.
  • As Zeus's brother, Hades has a personal connection in fighting The High Council. Hades had actually once been a good God, who Zeus had actually given the dangerous but very important job of acting as The Mole in Chernabog's camp. Chernabog was highly amused when he figured this out, and actually decided to trick Zeus right back in his face. Using his imps, Chernabog played to Hades's resentment and anger that despite his highly important job, he got little to no recognition on the High Council. Finally, once Hades had become sufficiently bitter, Chernabog came down to Hades and offered him Mt. Olympus in return for the destruction of the High Council. In his hate, Hades agreed. That's why he was originally treated as the stiff on Olympus in the movie. Zeus and the council had no idea that he had decided to join the friends as their primary Arch-Demon.
    • It took 18 years before Hades put his promise to Chernabog into action, but when he successfully released the titans and almost conquered Olympus, he took the High Council completely by surprise and almost won. Fortunately, since Hades underestimated Meg's role in saving Hercules, the Friend's strongest assault on the High Council was stopped, exposing Hades as the traitor he had become. While Hercules did put him out of commission for a while, he was saved due to his importance, with Maleficent and Jafar raising him back out of styx to remain permanent warden for the team.
      • The Underworld used to be where everyone went when they died back when Hades was on the High Council's side. Upon Hades' Face-Heel Turn, souls not claimed by the Friends lingered on Earth as ghosts untill Zeus found out what was happening (after the events of the movie) and welcomed them to Mount Olympus.
  • Hades also occasionally uses the Pool of Forgetfulness in the Underworld to erase memories, although he once fell in himself, for a time making him forget that Hercules was still alive.
  • Currently Hades is organizing an assault on the Magic Kingdom to claim Merlin's Crystal of the Magic Kingdom.

The Coachman: Do you really think that the Coachman's operations could be a one-man job, especially in the time period in which Pinocchio takes place? The Coachman is amongst the most competent and malicious agents of the Friends, showing pure sadism in his work. Like Ursula and Facilier, the Coachman lures unsuspecting fools to him with promises of great things, then turns on them. While his first deal was simply the ability to turn children into donkeys, by racking up souls, the Friends sent an amusement park from the 21st century down to him, placing it on a remote island. Once that happened, the deals kept growing and growing - while at first they were simple things like wealth and steamboats, one of the most major deals he's made is having a good amount of people in the land by Pleasure Island turn a blind eye to it. One of the gifts granted to him from the Friends were his minions: heartless of corrupted gorillas who were suckered in by the Friends to join their team. Thanks to massive assitance from the Friends, Pleasure Island has been unable to be infiltrated by the High Council thus far, so he keeps the business going to this day. It's a brisk one, too: once the children are donkeys, the Friends get their souls, and the Coachman sells the donkeys for profit. Thanks to his constant repaying of his debts, the Coachman was invited to the inner circle by the friends. While he's less powerful than the other members seen within it, he is far more savvy of the modern world than many of his comrades, allowing them to remain inconspicuous when tasks require them to hide amongst those in modern times.

Classic Disney Shorts

Pete: Mickey has been a long-standing agent of the benevolent forces opposing the Friends. Pete was their answer to that. After Mickey defeated him in Renaissance France, the Friends offered him immortality and the chance to get revenge. He accepted, and started terrorizing Mickey and his friends. Fortunately, Pete's immortality meant he started letting his constant losses get to him. He mellowed out considerably, much to the frustration of the Friends, who couldn't touch him since he paid off his debt. Right now he's still rough around the edges, but mostly harmless (as seen in Goof Troop and Mickey Mouse Clubhouse). But then again, he is still a major player of the Inner Circle, and he may strike back yet.
  • Note that the Ghost of Christmas Future in Mickey's Christmas Carol was not him, but a more benevolent spirit taking on his form to give himself an intimidating air, since the future was supposed to scare Scrooge. The same spirit has also been known to take on the form of Queen Grimhilde's hag form.

The Cannibals from Cannibal Capers: This tribe worshiped the Friends but weren't very good at serving their interests, so the Friends sent a lion agent to kill them.

The octopus from Frolicking Fish: The Friends created this agent from black magic to terorize fish For the Evulz. One of the fish killed the octopus by dropping an anchor on it, but the Friends were only mildly disapointed by that since they didn't care much.

Fat emperor and dragon (from The China Plate): The Friends discovered an obscure prophecy stating that the little boyfriend and girlfriend pair of protagonists of this short were destined to become some of the High Council's most effective agents when they grew up. The Friends weren't sure if the prophecy was true or not, but they weren't taking any chances, so they ordered these two villains to kill the couple on sight. The emperor was a client of the Friends (and they helped him become emperor in the first place), but the dragon was the first kind of agent described on the main page of this theory, a creature created by evil magic. The High Council didn't hear about the prophecy until after the kids' encounter with the Friends' minions, didn't notice the Friends acting in this world and thus couldn't intervene to help the kids, but luckily the kids were able to protect themselves.

The Big Bad Wolf: His strong breath was a gift from the Friends. He doesn't need much else, since the area he's been assigned to terrorize doesn't have very many powerful souls. He's trying to get his son, Lil' Bad, to join the Friends, but to no avail. The Friends mostly keep him around for their own amusement, and because he’s been good about his payments.

Pluto's dream cats (from Pluto's Judgement Day): Cats Are Mean, and dream cats are no exception. But in reality, Pluto wasn't dreaming. He really did go to Hell, where the evil Cat Prosecutor, an evil Friend in cat form, and his cronies tormented the dog. Thankfully, the High Council rescued Pluto from Hell before the cat Friends got him with the Hot Seat. The cat prosecutor gets his souls through mock trials, and is very successful at it.

Mortimer Mouse: A former suitor for Queen Minnie during the events of Mickey, Donald, Goofy: The Three Musketeers, when he got rejected in favor for Mickey Mouse, Mortimer joined Pete's evil team in anger and was given immortality by the Friends alongside the rest of Pete's gang. Mortimer may not be up to snuff in soul collecting, but Pete feels free to keep the rat along because of his smarmy ways and tricky schemes. Of course, when Mortimer met up with Mickey and Minnie again, it almost seemed like he had finally got the girl. But a bull thankfully changed that odd in Mickey's favor. HA-CHA-CHA!

The Mad Doctor: Again, what Pete was supposed to be. His Mad Scientist For the Evulz nature appealed to the Friends, and his scientific know-how made him a valuable asset. But, being a one-shot villain and a dream of Mickey Mouse no less, he fell into Wasteland. Working as The Mole in Oswald's reign of the Wasteland, he put the resources of the Wasteland to work and built Beetleworx as metal soldiers for service to the friends as soon has he could escape. After the Blot arrived, the doctor saw his time had come and he betrayedg Oswald, converting the local pirates of the Wasteland's Captain Hook into robots for what would become a new unit in the Friends forces. He even converted himself into a cyborg in order to survive the fury of the local Friend that would emerge in the Wasteland. Fortunately, Mickey caught the doctor and caused his machines to malfunction. His travel pod was sent flying out of control by Gremlin Gus. Plotting revenge, he made claims of a Heel-Face Turn, while his true intentions involved escaping Wasteland, restoring his toonhood, and destroying Wasteland while doing so. When Mickey and Oswald finally confronted him, a final decision of what to do with him came up: Destroy him or try and redeem him.

Lumpjaw: A savage brute of a bear, he was enhanced by the Friends to serve as their residential monster in the forest where Bongo landed in.

Dr. Frankenollie: His scientific know-how intrigued the Friends, and they decided to recruit him after his death while trying to activate Julius, a monstrous Pete clone. This is why Dr. Frankenollie appears in the now canceled web toons where he tried to give Mickey and Goofy a virus disguised as a computer game. Plus he's taken up mecha-building as a hobby. Fortunately, this mecha-building has also managed to let Mickey Mouse have his own personal transformer, Mickey Prime.

Julius: After the demise of Dr. Frankenollie, the Friends immediately turned their attention towards his creation, Julius. Named after the High Council's very first Toon agent, and made from the DNA of Pete, this Frankenstein's Monster-like creature was intended to be used as a Juggernaut on the Friends' side, with the monster's brain being dumped of course in a spare body to make way for a more intelligent brain guiding the creature. Once Julius took over Mickey, the Friends mentally contacted him to try and join up with them in exchange for the soul of Minnie Mouse. Thankfully, Mickey was able to defeat him and be able to get to Hawaii cheap. At that point, the Friends gave up on Julius, and sent him back to Frankenollie in a lovesick fever.
  • Julius was later sent to the sleeping versions of Traverse Town where Sora and Riku were taking part in their Mark of Mastery exams. The massive juggernaut at first seemed like a worthy opponent, but the vastly more powerful Keyblade Wielder and Master respectively were too much for the monster to handle, and both sent him crawling back to the sewers from which he came.

Nazis: The High Council hated these guys. It was stumbling into some unknown agent of the Friends that helped fuel the Fuehrer's fascination with the supernatural during the rise of the Third Reich. But in the end, they fell from the efforts of the Allies and the handful of High Council agents who took part in their fight, with particular honors to Donald Duck, who served on several dangerous commando raids, where he first developed his rivalry with Daffy Duck.

Ajax the Gorilla: It is a known given fact that gorillas are peaceful creatures associated with the High Council. But there was one gorilla known as Ajax, who was monstrous, violent, bloodthirsty, and villanous from the very start. He was associated with the Friends, and once battled against Donald Duck. The duck managed to defeat the agent, and there was much sobbing in the end.
  • Ajax is related to Beppo, another nasty gorilla who Mickey fought in Gorilla Mystery when Beppo kidnapped Minnie.

The Toymaker: A creation of Doctor XXX, turned evil scientist himself by Chernabog, this evil toy mutant wanted to steal Mickey's soul to power a love doll for himself. But his plan failed, and the three High Council agents fled for their lives. Eventually, the Toymaker will be confronted and be dealt with for his Karma Houdini.

Disney Animated Canon

Stromboli: In truth, Stromboli is actually the Coachman's italian cousin on his mother's side of the family. Unlike the coachman, Stromboli knows nothing about the Friends and has not made any deals with them. But his truly nasty behavior towards Pinocchio was caused by off-screen manipulation by the Friends.
  • However, Stromboli's brief appearance in Mickey's House of Villains was at the point when he finally found out about the Friends and decided to join them in Jafar's attempted takeover just for revenge against the little wooden boy who escaped his grasp. The puppeteer now works with the Friends on occasion, providing entertainment whenever it is needed, and sticking some small propaganda for the Friends into his puppet shows on occasion...

J. Worthington Foulfellow and Gideon: Two small-time criminals from the Animal Kingdom who were chased out for their crimes, they entered into an informal arrangement with the Friends upon their arrival in Pinocchio's world. They collect wayward and vulnerable souls and deliver them to the Friends, and the Friends keep them rich and happy. The Friends try to lure them into a formal deal and collect their souls occasionally, but Honest John's too wily to land on the Friends' payroll. They do, however, work with the Coachman on occasion after their first successful deal - mostly out of intimidation. This explains why they were able to know about Pleasure Island, as most people turn a blind eye upon it - but not those who've beenallied with the Friends.

Monstro: This giant whale was corrupted by the Friends from a calm and powerful good whale (similar to the one in Finding Nemo) into a savage, evil, and malicious heartless of a whale. It collects the souls of the fish it eats for pure fun. Eventually, Pinocchio managed to defeat Monstro by having it slam into a cliff and be killed by the impact.

The Tyrannosaurus Rex: It was just a tyrannosaur mutated by the Friends' influence into a scarier and meaner version of it's former self; not really evil, just hungry. Similar creatures who underwent such a transformation were the Carnotaurs.

The Ringmaster: A soul claimed by the Friends can go berserk at the whim of the friends. This is what happened to him in Disney Villains Revenge.

Pink Elephants and Heffalumps and Woozles: A group of agents of the Friends that infitrate the dreams of the high council. The one made of elephant heads is of very high rank. The Heffalumps and Woozles are similar creatures, and the only agents to be able to penetrate the Hundred Acre Woods before Crud (although they were unable to cause any damage, just to unnerve the inhabitants). However, not all of them are evil.

Man: Some folks are really nasty to the core. The residential hunter of the Great Forest, simply known as Man, is an example of this. No animal knows his true identity, thanks to the Friends giving him complete intimidance over his hunts. Some folks believe his Gaston, Judge Doom, or even Deadpool. But one thing's for sure, Bambi has a real force to reckon with.

The Wolf: He manages to intimidate an entire community despite the fact that they should be able to take him down easily. The Friends pretty much gave him the same gift, he can intimidate an entire village that has no reason to fear him. The area he terrorizes is not particularly noteworthy, but the Friends hate to have any place that's peaceful. Peter was immune to him since his natural innocence protects him from magic that weak.

Maestro Tetti-Tatti: Willie the Whale was no threat to the Friends, but Chernabog is cruel and petty. Hating to see a miracle like a singing whale enthralling people, he zeroed in on the jealous, arrogant rival singer who would do anything to get his former fame back. Goading Tetti-Tatti into hunting Willie, he watched as the whale's voice was silenced by hatred. However, Zeus wasn't willing to let such a gifted spirit simply die, and he brought Willie up to Olympus, where the talented whale performs for the High Council to this day.

Willie the Giant: Willie was a bit of an experiment for the Friends. Willie was once an ordinary man that the Friends made into a giant. The idea was they would sell magic beans through other clients to lure innocents to their doom at Willie’s hands. After he lost to a powerless Mickey, they decided to discontinue the project.

Mr. Winkie: The Friends were interested in this bartender's scheme to own Toad Hall, so they sent their weasel minions to aid him. Fortunately, they didn't count on Mr. Toad himself arriving to stop Winkie and his weasels. Afterwards, they simply abandoned Winkie and left him to jail.

The Headless Horseman: The backstory told by Brom Bones was accurate. Filling in the gaps, it was the Friends that allowed his body to continue living, terrorizing Sleepy Hollow in search of a head. He killed several before Ichabod, but he never found one that suited him. He continues to terrorize the town, even if he's found his head, because his debt has not been repaid.
  • Depending on your interpretation of the story, the one who has the deal with the Friends could be Brom Bones. He summoned (or was temporarily transformed into) the Horseman to destroy Ichabod. In the end, however, he couldn't go through with it, but still chased him out of town. Either way, Sleepy Hollow had the Friends' fingerprints all over it.

Lady Tremaine: Made a one-time deal with the Friends to bump off her new husband, thus giving her control of his fortune. While a small-time villain, Tremaine was of particular interest to the friends because they saw the potential to break Cinderella (another Princess of Heart), forcing her into a deal with them as well. Fortunately, the Fairy Godmother (A member of the High Council), ruined that plan. Tremaine is not a high-ranking client of the Friends, although they do keep tabs on her via one of their worshippers - Lucifer.
  • Though they did help her one more time...in Cinderella III. Termaine became a Instant Expert with the Fairy Godmother's wand because the Friends sensed the opportunity, both to get a client in power and permanently get rid of the Fairy Godmother. But she failed to do that as well. Chernabog though decided to let Lady Tremaine live and work with Mother Gothel due to the darkness in her heart and her role as a maternal figure to break and corrupt other unfortunate youth, as Chernabog show mercy to no age.

The Cheshire Cat: This one may seem like a stretch, but a lot of official merchandise lists him as a villain. Since Wonderland is already filled with some pretty chaotic characters, they just need a little push in the right direction. The Cat is an agent of the Friends who generally manipulates unsuspecting souls like Alice to get them in trouble, or generally lead them down the path of evil. He interferes with several trials The Queen of Hearts puts on. If the defendant is evil, the Friends get another soul; if they're good, there's one less good soul to interfere with the Friends' ultimate agenda. But in reality, the Cheshire Cat is really working for The High Council and only uses his Friends status to spy on the Queen of Hearts.

The Queen of Hearts: Your standard evil queen, she rules Wonderland with an iron fist, and the Friends help her maintain power. Wonderland is a powerful hub of magic, so their influence is strong. Part of the reason she holds so many absurd show trials is to collect souls for the Friends. While she mainly deals with the Friends through the Cheshire Cat, there's rumors of another Friend who makes his home in Wonderland. A figure seen only in shadows, his name whispered on the wind...The Jabberwock. The Queen of Hearts makes sure to keep the Friends deep in souls to ensure he never has cause to find her. Another queen of Wonderland who made a similar deal with the Jabberwock was the Red Queen from the sequel to this film.
  • Her Kingdom Hearts counterpart was not associated with the Friends or Maleficent, but did cause grief for Sora when he arrived in Wonderland to save Alice from another mock trial of hers.

Captain Hook: Neverland is a near paradise, ruled by the (usually benign) Peter Pan. Naturally, the Friends would hate for a place like this to even exist, and they'd really hate Peter Pan. Fortunately, Neverland has so much good magic that none of their magic can even approach it. So they found someone with enough hatred toward Pan – Captain Hook. They offer him immortality (which explains why he didn't age at all in the sequel and how he survives some Amusing Injuries) and send him on his way. Sure, he's incompetent, but what else can they do? (Except possibly be responsible for Tick Tock the Crocodile's disappearance in the sequel.)
  • But Maleficent does have high hopes for Captain Hook and has granted him a position of general of the seas on the Friends side. He's also a Dark Master agent, just to add to that.
  • There is one pirate who the Friends have worked with even more than Hook and is known to be one of the greatest Pirate Lords in the Disney worlds...Mama Hook!

Si and Am: Two troublemaking cats who worship the Friends, they were assigned to keep Aunt Sarah in the dark about what was going on the household. Eventually, when the rat, an agent, tried to steal the baby's soul, Si and Am hid his corpse away to let the dogcatcher collect Tramp's soul in the dogpound. They were eventually caught and sent to the pound themselves. But they escaped and were then assigned to aid Jafar's plot in taking over the House of Mouse.

Buster: This nasty dog was an associate for the Friends who wanted to seek revenge on Tramp and his son, Scamp, for abandoning the team many years ago. He was eventually abandoned by Pete, who was helping him from behind the scenes.

Cruella DeVil: This one's a bit complicated. Cruella is not like most of the Friends' clients. She is not a fighter, and her actions in the movie are completely unrelated to the Friends (though she did plan on giving them the ninety nine puppy souls afterward). Yet she seems to be on good terms with a lot of members of the Inner Circle in some of the expanded material (House of Villains, Disneyland promos, etc.). Basically, she's an administrative worker for the Friends, responsible for deciding where certain clients/agents go and on occasion gives them a makeover. She does her job efficiently enough that she has a prominent position with the Friends, who keep her very wealthy on Earth. She took part in the Halloween takeover of Disneyland as the brief ringleader of the villains.

Madame Mim: Again, same basic premise; the Friends gave her power. She's a good candidate, because she's largely in it For the Evulz. She wanted to destroy Arthur/Wart because she knew the Friends would be pleased to hear someone that Merlin (a member of the High Council) had high hopes for had been destroyed. Her plan was eventually foiled when Merlin gave her the common cold germ in her dragon form, bedridding her for a few weeks until the Friends could cure her.

Shere Khan: Shere Khan intimidates the entire jungle. An entire wolf pack fears him enough to send Mowgli away, even though they should have plenty of members to overwhelm him. So why does everyone fear him so much? Well, part of it is he's a powerful tiger, but there's more to it. The Friends gave him intimidation in exchange for whatever animals he killed. His presence causes even the bravest of animals to cower at the mention of his name. Kaa is exempt because he's a fellow client (see below), but he's still intimidated by him. When he lost to Mowgli in the first movie, the Friends abandoned him, which is why he's such a laughingstock in the sequel. But one reprieve to Chernabog later, and the vultures who were earlier laughing at him suddenly warn the new guy, Lucky, to keep quiet about Mowgli's location and go find fun somewhere else. Lucky found out the hard way that even though Shere Khan lost his intimidance, he still was dangerous.

Edgar Balthazar: His evil scheme to get rid of the cats intrigued the Friends, them being impressed by Edgar's competency in pulling off the scheme (how would Edgar have known that the cats could sing and dance their way back home?) They decided he could make a valid client with a little bit of a push towards the dark side. However, by the time they were about to intervene, Edgar was shipped off to Timbuktu. They managed to free the evil butler and recruited him as their residential valet for traveling Agents. Well, how else is Lawrence going to get help with the Inner Circle's luggage?

Prince John and Sir Hiss: A greedy prince gaining the throne would be good news for the Friends. Unfortunately, they quickly discovered Prince John's incompetence, and realized he was a poor choice for a client. So they turned to Prince John’s right hand man, Sir Hiss. They gave him his hypnotism powers in exchange for continuing to serve under the idiotic Prince John, where he helped send King Richard away. He was clever enough, but could never get John and the Sheriff to listen to him. After Sir Hiss was arrested, the Friends figured he’d given them enough despairing souls to warrant further help, bailed him out and sent him from the Animal Kingdom to Disney World Prime where he found out that he had a long-lost cousin named Kaa who also made a similar deal with the Friends.

Madame Medusa and Percival McLeach: Not all villains need a big push to serve the Friends' interests. Both utterly vile individuals, Medusa and McLeach were both approached by the Friends and pointed towards their goals (the Devil's eye and the Golden Eagle), in the hopes that they would be able to defeat Bernard and Bianca for them. While neither one was successful, the Friends were able to collect McLeach's soul when they were done. But his brief cameo during the Phantom Blot's reign in the House of Mouse seems to suggest otherwise.....
  • Medusa's soul was presumably collected as soon as her gator pets ate her.

The Bear: An agent of the Friends, he's one their most brutal minions who never stops attacking his opponent until they die. When the Friends realized Amos Slade wouldn't make a good client, they sent the Bear to kill him. Tod managed to defeat the bear during their batle on the waterfall, but being an agent, the bear will never stay dead for long.

Bill Sykes: He's clearly a Corrupt Corporate Executive, and a telephone call suggest he has ties to the mob. Naturally, he got his start from the Friends. He was an effective client, since he had a large part of the city under his thumb and plenty of people to do his bidding, though as the movie shows he's more than happy to get his hands dirty. But that all changed when he battled against Oliver and Dodger at the train bridge. Once the train crashed into his car, the Friends collected his soul.

Gaston: His Moral Event Horizon towards the end of the movie could easily have been caused by some off-screen manipulation by the Friends, similar to the way they manipulated Frollo. They might have also been responsible for him managing to find the Beast's castle. The Friends, as part of the spell, made sure the castle couldn't be found (except by lone travelers like Maurice), but knowing the Beast had already softened they decided to allow Gaston to kill him (though, like Frollo, he was a monster all on his own). Monsieur D'Arque, the Asylum keeper, was actually an agent of the Friends, pushing Gaston along his evil path and facilitating his schemes. While the Friends collected Gaston's soul, Chernabog was impressed with just how much evil there was in his heart, and keeps him around as an enforcer.

Maestro Forte: The ambitious, ruthless court composer of the Prince was the Castle's mole from within. Obsessed with becoming immortal through his work, he tipped the Friends off that the Prince was becoming a good candidate within his ranks. He wound up cursed as well when the Friends sent the Enchantress, but was told by them that if he worked to ensure that the Prince's soul was delivered to them, he would be granted all the power and fame he desired. More of a wannabe than anything, but useful to the Friends' interests. His death, and subsequent soul collection, was when the Friends realized that the Beast was lost to them as a client.

Sa'luk: A simple mercenary with designs on power, the Friends approached him as a third attempt to remove Aladdin from the picture. He was granted enhanced strength, and his survival from the fall early in the movie was due to the Friends. When he was Taken for Granite by the Hand of Midas at the end of the movie, the Friends collected his soul and decided to cut their losses in Agrabah.

Zira: The Friends realized that they needed more clients from the Pridelands, and fast, because the High Council and Simba were erasing every last trace of their rule. Not only that, but all other villains who had been antagonizing Timon and Pumbaa would refuse their offers to join them. Finally, they found a perfect client with Zira, Scar's widow, who leads the outsiders on a quest to regain the Pride Lands in Scar's name. Zira's deal with the Friends was that she would get the Pride Lands in exchange for the souls of Simba and his daughter, Kiara. And in return, Zira's strength and dark powers would be increased twicefold. Kovu was picked by the Friends to be Scar's vessel for killing Simba, but he actually fell in love with Kiara, and managed to help her bring Simba to his senses during the Pride Lander/Outsider war. But Simba's nightmare earlier in the story was not merely just a recurring nightmare. The black, ghostly Scar was the real deal, having been aided by the Nightmare Shadows' powers to give Simba a preview of his fate should Kovu become Scar's new body.
  • When Zira died by falling off a cliff into a flood, Scar was reunited with his wife, and now the two are plotting revenge on their nephew and kids.
  • Likewise, The friend granted Zira's son Nuka with increased endurance (what with him survivng being burnt and falling several stories, several times, believing he would be vital to Zira's plans. He proved to be an only marginally useful incompetent,so they decided to let hime die by being crushed, proceeding to take his soul.

Governor Ratcliffe: Although Grandmother Willow managed to prevent the Friends from interfering in Ratcliffe's scheme, his lust for revenge intrigued them. And when Ratcliffe decided to destroy the Indians once and for all with King James' permission, the Friends were right there to aid the greedy governor by supplying him with their most creepiest agents, the evil jesters. Pocahontas and John Smith managed to defeat Ratcliffe and expose him as the bad guy he really was to King James. At that point, the Friends managed to escape that world before Grandmother Willow caught them.

Frollo: Indirectly manipulated through his Holier Than Thou attitude. The Disney Acid Sequence during "Hellfire"? Those were the Friends, pretending to be judging Frollo for his lust. In fact, they were hoping he would go on the destructive route he later went on, killing people left and right giving fresh soul-fodder for the Friends. Plus, once he died, they had a new soul. That gargoyle at the end was no hallucination, but rather Chernabog collecting what was his due. That said, the Friends weren't responsible for making him evil, he was that all on his own. The Friends just gave him a small push in the ‘right’ direction. His brother, in fact, is really the thief ringmaster, Sarousch. In the end, though, Chernabog realiized how much darkness was in Frollo's heart and decided to fully lure the judge to his side, which explains his allegiance to the villains in Fantasmic. Nowadays, Frollo serves as the Friends' morality judge, deciding whether certain clients go to Tartarus when they die or to serve the Inner Circle in minor positions.

Sarousch: This wicked circus ringmaster who plotted to steal the bells of Notre Dame was really Claude Frollo's brother, Jehan. Claude never liked to talk about Sarousch/Jehan due to his wily and cunning nature which went badly against his overly rightous nature. Of course, Sarousch never liked Claude either. So when Frollo died, Chernabog approached the ringmaster and told him that he could avenge his brother's death and be the richest man in Paris if he stole the Bells and got Quasi out of the way. Madeliene, his trapeze girl, didn't like her part in the plan and eventually rebelled and pulled a Heel-Face Turn. And Sarousch, a.k.a Jehan, was arrested.

The Fates: These three witches are Hades's personal executioners, using their their powers over the threads of life to cut off ordinary mortal's futures for redeeming themselves to Olympus. They normally try to pretend neutrality, as death comes for all in the end, but their emotions are easily manipulated, which is why they helped Hades in trying to overthrow Mount Olympus. Contrary to their statements though, they actually can't know everything. Destiny is extremely shifty, and their surprise over Hercules's sudden immortality shows all that.

Cerberus: A first-class agent of the Friends who serves Hades as his loyal lap/guard dog.

The Hydra: Cerberus's brother, the Hydra is another Arch-Demon who was sealed in the mountains of Thebes by Hades as part of a plan to trick Herc into releasing the monster and be killed afterwards. Thankfully, the demigod managed to slay the Hydra by crushing it in an avalanche of rocks. But it only put it temporalily out of commission. Now the Hydra serves his uncles, the Titans, in their efforts to destroy the High Council.

Shan-Yu: Much like Scar, he wasn't interested in the Friends as a way to gain magical power himself, but simply as a way to help him in his goals. Over the years, he bargained with them for power, strength, and luck (explaining how he survived the avalanche scene), and kept them happy by delivering them countless souls in his massacres. Over the years, he used them more and more, and their magical influence began twisting him and his armies, resulting in their slightly monstrous appearance. Unfortunately, his debt began to spiral out of control so he decided to invade China, attempting to appease the Friends by conquering and sacrificing a much more populous country. Much like with Facilier, the Friends simply lost faith in him and declined to bail him out of his final confrontation with Mulan. However, Shan-Yu asked for a reprieve, citing the number of souls he had delivered, and Chernabog decided to give the Hun leader a prominent position in training the armies of evil.

Clayton: Gorillas tend to be creatures of great strength and courage who are allied with the High Council. The Friends saw an opportunity to weaken them, and pointed this greedy trophy hunter in the direction of their camp. Like some of the others, he didn't have a formal alliance with the Friends, he was just nudged over the Moral Event Horizon by them. He succeeded in killing the Gorillas' leader before dying, his soul collected by the Friends. But the Friends decided to let Clayton live on as a heartless commander, as briefly evidenced in Kingdom Hearts.

Sabor: Clayton was just a thug who was used by the Friends. Sabor, on the other hand...was something much, much worse. As said below, many cats worship the Friends as a religion of evil, and few adherents were more devoted than Sabor. A bloodthirsty killer who hunted for pleasure, she terrorized the jungle with impunity, killing Kerchak and Kala's son as well as Tarzan's parents. She would have killed Tarzan as well, if it wasn't for Kala. The Friends were so pleased with her performance that they granted her a greatly expanded lifespan, allowing her to hunt Tarzan well into adulthood. Tarzan finally ended her reign of terror, but the Friends are loath to let such a good agent go...

The Carnotaurus: Long before man ever walked the Earth, the Friends were already plotting. They planted a seed of evil in these vicious predators, turning them into the scourge of the Dinosaur world. Their demonic appearance is a result of the Friends' influence. The Ur Example of Reptiles Are Abhorrent in the Disney worlds, they were effective agents for the time. When the asteroid hit, the Friends took what they learned and as more advanced forms of life evolved, so did their tactics. However, unbeknownst to anyone, the Friends had taken a few Carnotaurus and placed them in another dimension, where they evolved into some familar faces (see the Animated TV section).

Kron: Already a staunch believer in survival of the fittest, the Friends were able to push him off the slippery slope and watch to see what would happen to the herd. He was eventually killed by the Carnotaurs once the Friends realized how useless he was to their plan.

Morgana: Being the younger sister of a really efficient client of the Friends may hamper your success rate and moral confidence to absolute zero. Like Ursula, Morgana plots to seize control of Atlantica by using magic spells that she obtained from the friends in exchange for the souls of all the sea creatures in the kingdom when she would take over. Unlike Ursula however, Morgana has less confidence and gets jealous whenever someone mentions that Ursula could do a task far better than her. Although the Friends had high hopes with repeating Ursula's success with Morgana, she failed to keep the trident and ended up frozen in a block of ice where the Friends harvested her soul immediately afterwards.

Yzma: She gained her knowledge of magic potions through the Friends. She's lived so long because the Friends sold her eternal life as well (though, being the Jackass Genies they are, they didn't include eternal youth). Her goals to take over the Empire were, like Jafar, to pay her debt. Once there, she would summon Supai, an Arch-Demon Eldritch Abomination, to block out the sun and give her ultimate power to rule her world as a way of insurance. In order to help her get into power, they told her how to build several advanced inventions that she gave to the royal family, hence the Anachronism Stew present in the movie and The Emperor's New School. Her final defeat in Kronk's New Groove had her being eaten by condor babies while she was a rabbit, therefore she was soul-collected by Chernabog at last.

Commander Lyle Tiberius Rourke: The Heart of Atlantis is a very powerful artifact that the friends would want. Fortunately, much like Neverland, their evil magic cannot touch it. So they find a fitting military man to go in and snatch it for them, playing to his greed in order to get things done. Things were going very smoothly before Milo's interference and his getting the Heart back. During that battle, being cut by the crystal-energized glass mutated Rourke into a crystal heartless version of himself, only to be destroyed before he could make his first attack. The Friends decided recruit Crystal Titan Rourke as a heartless commander in battle.

Nasira: She is the sister of Jafar, and is as equally evil as him. She made deals with the Friends on a more massive scale, gaining greater powers than her brother in order to conquer Agrabah. Nasira wanted to resurrect Jafar in order to steal his Inner Circle position, but ended up being flung away into the distance and was foiled by Aladdin. Jafar has since made her and Scourge his loyal Co-Dragons.

Hellstrom: A soul that the Friends corrupted into destroying the world, thinking he was Odin. He was abandoned when his plot to use the spear of Atlantis failed.

The Leviathan: Although the Heart of Atlantis was a gift from the High Council, some parts of the crystal CAN be corrupted by the Friends into objects of darkness and despair. One of these crystal segments was the Leviathan, the guardian of Atlantis, now corrupted into an all-powerful agent that collects the souls of anyone who dares try to find Atlantis. However, it's attack on the Ulysses wasn't intended by the Friends, as it killed several of Rourke's Mooks. The Leviathan still remains in the sea, under orders from Ursula to conquer Atlantica by any means necessary.

Captain Gantu: His sudden attack on Stitch with such evil gusto was all due to the Friends once again trying to make a new client. For once, they actually manage to recruit Gantu after he got fired, and pointed him towards Dr. Hamsterviel afterwards. Unfortunately, his Face-Heel Turn lowered his intelligence, making him from an intimidating prescence of evil into something of a harmless joke. Thankfully, Gantu reformed from the dark side, and joined the High Council on probation after Hamsterviel's defeat.
  • In an alternate timeline where Stitch landed in Okinawa however, Gantu remains as an ally of Hamsterviel's.

Dr. Hamsterviel: This evil scientist/conquerer gained intimidance and all of his genius from the Friends in exchange for the souls of those who fall victim to his conquests. The Friends, however, decided to mess with Hamsterviel's mind, like they did with Ratigan, and made him think he was an alien hamster, instead of a gerbil. His minion, Leroy, a.k.a 629, was the soul of an evil agent of the Friends, given evil life by Jumbaa and the evil doctor. Eventually, Lilo and Stitch defeated Hamsterviel and re-recruited Reuben and Gantu to the High Council. At one point during Hamsterviel's attack on Kuaui, he teamed with Dr. Drakken and Shego on orders from Chernabog.
  • In an alternate timeline where Stitch landed in Okinawa, Hamsterviel remains at large, even managing to corrupt Experiment 221, Sparky, into becoming an evil Agent of the Friends at one point.

Captain Nathaniel Flint: This long since dead pirate captain had collected many space-faring souls during his lifetime to please the Friends many times over in return for keeping all treasure he stole. Unfortunately for him, the aging captain was defeated from the inside when his cabin boy Billy Bones trapped him in the Centroid with B.E.N by stealing the Map, and thus cutting off the short path to the surface of the mechanism. The last thing the friends did for him was provide the explosives that would start the chain reaction that would destroy Treasure Planet if anyone got back in through the Portal to steal his loot. It would be up to the entire crew of the RLS Legacy to find the treasure again.

Scroop: Silver's minion had made a deal with the Friends to gain intimidation in exchange for the souls of those who dare cross his path. But while Silver reformed, Scroop failed to kill Jim Hawkins and died by falling off into space, where the Friends collected his soul afterwards.

Denahi: Long before the Friends discovered Atka, they worked on Kenai's brother, Denahi, in the hopes of countering Grandmother Willow's reformation project by killing Kenai. When Willow forgot to tell Denahi about his brother's condition, the Friends decided to push Denahi towards the dark side and make him one of their clients. That eagle who was nearby the campfire in the climax wasn't Sitka, it was the Enchantress pointing Denahi towards his brother so that Denahi could claim a soul for the Friends. Thankfully, Grandmother Willow managed to help Kenai defeat the Friends' project and knock Denahi back to his senses. But the Friends weren't done yet with Kenai and Willow.......

Atka: The Friends always liked working with hunters, because they tend to be arrogant, prideful, and easy to push in the direction of evil. One of their first efforts was with this cocky young warrior. The Friends manipulated him towards killing the bear they knew was Kenai, hoping they could eliminate one of Grandmother Willow's pet projects. However, they underestimated the forest spirit's power, and she protected Kenai, kept Atka from Jumping Off the Slippery Slope into villainhood, and quickly sent the Friends packing from this world. They haven't been very active here since, as there aren't enough powerful souls to warrant tangling with Grandmother Willow since.

Alameda Slim: He got his mind controlling yodeling powers from the Friends, and Wesley was a middleman for them because 5,000 Texas Longhorn souls a night would satisfy them. His gradual takeover of the entire western territory seemed proof enough for the friends that he was more than just some Harmless Villain. The longhorns delivered from Mac Donald's farm would have finally satisfied his debt to him and fulfilled Slim's ambitions, but his inability to see Buck save the day and have three cows and a farm full of animals defeat him disgusted the friends. Therefore, he was abandoned to his imprisonment, as the Friends decided nothing on this world interested them.
  • His counterpart from an alternate version of the world in the realm of the Wasteland was of greater interest seeing as he was a more intimidating, undead rustler.

The alien family: Although he never wanted to blow up the earth and merely wanted to collect acorns while wearing The War of the Worlds suits for protection, Melvin's sudden Knight Templar syndrome to find his baby son while destroying the world was caused in part by the Friends. Thankfully, Kirby and Chicken Little managed to deal with the situation and tell Melvin that it was all just a big misunderstanding. The Friends were not amused with this turn of events.

Doris: Seeing the potential in sinister artificial intelligences given their past experiences with them (see Other Side Friends Part 2), the Friends accepted an offer from the bitter Helping Hat who wanted control and power over humanity. Leading her to the perfect patsy in the old and bitter Mike Yagoobian (a distant relative of Dr Doofensmirtz), she managed to pull off the single largest and most successful soul collecting operation by taking over the entire planet and preparing for the stars until the very sort of Time Traveling shenanigans that allowed her to take control wiped her out of the Prime timestream. Retrieved from the purgatory of existing out of regular time and space, she remains a part of the technological division of the group.

Dr. Facilier: Duh. But this allows us to make things more clearer. Facilier had potential, but he wasn't motivated enough. He simply wanted money and status, unlike other clients who wanted to Take Over the World and the like. Because of this, progress on delivering souls was slow. Combined with the fact that he wasn't careful enough and allowed everyone in New Orleans to become aware of his true intentions, he ended up being very inefficent, racking up a huge debt. He did have some degree of Genre Savvy, taking his power through physical objects in vast quantities like his powder while only using enough not to rack up too great a debt, and using his Affably Evil front to sooth in clients new to the city. When The Friends heard about his work with Naveen, they were irritated at first, but became delighted by the possibility of having hundreds of thousands of souls given to them through the collection of New Orleans after his ascension. However, when the talisman they provided him broke...
  • Though his soul collecting abilities were not up to snuff, Chernabog at least sees fit to keep Facilier around as an entertainer and showman as that was his absolute forte. He now helps put together some of the stunts that come with certain Villain Songs and takes a strong role in putting together evil parties. Other than that, Facilier also serves the role of a Dark Master agent.
  • After his death, Lawrence learned of the Friends and joined up, serving as the Inner Circle's valet/butler alongside Edgar.

Mother Gothel: While not having any true powers, this ancient woman still had a degree of ruthlessness uncommon in mortals, which attracted the Friends. They sent her toward the golden flower and gave her instructions on how to use it in exchange for running a few jobs for them, mostly in manipulation and recruiting. Once the flowers were gone, they helped her into the castle to kidnap Rapunzel, giving her the tower and everything she needed to keep her complacent while still doing mission while away from her "daughter". While the friends declined to help her in death, she still runs missions for the Friends in scouting, recruiting, and especially in helping Lady Tremaine break and cripple the spirits of children.

The Backson: At one point, Chernabog discovered the Hundred Acre Wood and declared that such a pure place had to go. Although he sent many minions to destroy this land, none had succeeded in corrupting the world. In one last attempt Chernabog sent one of his most powerful Archfiends, which the inhabitants of the Hundred Acre Wood dubbed "The Backson". Much to everyone's surprise, however, the Hundred Acre Wood turned out to be filled with so much cleansing good magic that it completely purified the Backson's soul, making it just as friendly and gentle as the other inhabitants. Once he saw that the once mighty monster had become so innocent that it had managed to trap itself in a pit made by Pooh and friends, Chernabog abandoned the Backson and decided that destroying the Hundred Acre Wood was not worth the trouble of losing so many of his warriors to Zeus.

King Candy/Turbo: Because video game characters have predetermined roles as heroes/villains that are treated more like day-to-day jobs rather than actually being evil, neither the High Council nor the Friends could recruit any of the video game characters in Litwak's Arcade. That is until Turbo game jumped into Roadblasters and got both Turbo Time and Roadblasters put out of order for good, his extreme jealousy and need for attention grabbing the Friends' attention. In exchange for getting him out of Roadblasters and Turbo Time safely, the Konami Code and providing him with a disguise, Turbo was allowed to take over another game, resulting in him arriving in Sugar Rush and taking on the identity of King Candy. Seeing the misery that King Candy forced upon former princess Vanellope von Schweetz pleased the Friends enough to let him remain in charge there, collecting the souls of the occasional video game character who died outside their game. Eventually getting bored with King Candy, they manipulated the Nicelander's hatred towards Wreck-it-Ralph in order to get Ralph to game jump, hopefully causing some chaos along the way. This eventually pays off when Ralph accidentally brings a Cy-bug from Hero's Duty into Sugar Rush, one of which gets fused with King Candy. Seeing that King Candy now has the power to take over all the games, the Friends' brief glimmer of hope for King Candy being useful again was snuffed when Ralph caused an eruption in Diet Cola Mountain, causing a beacon that wiped out both King Candy and the Cy-bugs for good.

Cybugs: While the attempt to destroy Sugar Rush with the Cybugs was a failure, before he faced down Ralph, Turbo gave the friends a single Cybug egg with which to unleash the bugs upon the world at large. The egg hatched, but due to their faulty programming, the bug turned on its masters, seeking to eat them first. Confined to the laboratory and drugged so as not to lay eggs yet, the tech department is working on a solution to allow them control over the swarm, but for now, they'll have to keep them under control.

Prince Hans: Seeing Queen Elsa's potential as a force for good, the Friends keyed in to Hans' desire to rule his own kingdom and pointed him towards Arendelle with the goal of usurping and/or killing the Queen. Gaston himself gave him some pointers on how to keep the populace occupied while he did his evil deeds. Hans did so well in winning the kingdom over, that the friends permitted him to save lives rather than let everyone die in the frost, hoping for a kingdom of soldiers rather than nothing but souls. When Hans failed, the Friends promptly abandoned him.
  • However, the cruel manipulations he pulled on Anna's lovesick heart has not gone unnoticed by the High Council. Because Hans' deceiving appearance and actions before his reveal were similar to that of the other Princes of the past, Zeus has taken an extra close watch on them due to paranoia to make sure that they don't end up revealing themselves to be just like him.

The Duke of Weasel-town: No, this isn't a mistake. Weselton is actually a home base for the friends, since weasels are friends worshipers. They just changed the name to try and hide their tracks easier. In truth, the duke's duchy was an experiment for the friends in trying to craft a kingdom built on Greed and seeing what the resulting leaders would be like. While Weasel-town did indeed prosper, profits were considered boring for the friends, so they gave the duke directions to exploit arendelle and to serve as a secondary threat in their machinations to deal with Queen Elsa. They never informed him that he'd be working alongside a fellow agent. Rather, as a way to ensure Elsa's downfall, they merely planned for the duke to be a more straightforward threat in order to mask Hans's efforts. While he was thrown out and banned from Arendelle after the big freeze, the high council knows that the threat of weasel-town will not be over for some time, even if their leader is a shrew.

Marshmallow: Taking advantage of Queen Elsa's emotional turmoil, the Friends influenced the creation of her Snowlem bodyguard by making him much more determined and monstrous than originally intended. It was only when their plan ultimately failed that the Friends relinquished Marshmallow and left him to his own devices.
    WMG/Friends And The High CouncilFriends And The High Council Other Side Friends Part 2

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