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- Antz has Colonel Cutter, the right-hand man of the evil General Mandible. He assists the General throughout the film but is noticeably bothered by his brutal actions. This eventually leads to his HeelFace Turn when Mandible tries to drown almost the entire colony in order to secure power for himself.
- Batman: Under the Red Hood:
- Assassin/terrorist Ra's Al-Ghul admits that he felt terribly guilty after hiring The Joker, who went on to brutally kill Jason Todd. Batman points out that Ra's has killed plenty of people before, but Ra's notes that he always did it for a greater cause, while the Joker acted on his own twisted sense of humor.
- When Red Hood takes control of the drug trade, he has one new rule-No dealing to children.
- Despicable Me:
- Used as a sight gag in the opening, where Gru decides he doesn't want to wait in line at the local Starbucks analog, so he busts out his freeze ray, freezes everyone in line solid and takes the first customer's order for himself. The camera focuses on the astonished barista as he does so, but then his hand reaches back into frame to put money in the tip jar.
- Gru is appalled when a carnie denies Agnes a stuffed unicorn (that she legitimately won) on a technicality. This, and his following smile, are signs that he's Becoming the Mask.
- In Despicable Me 2, Dr. Nefario is perfectly willing to mutate the minions turning them into psychotic mostrosities, but going after either sides' family is a no go. Enough so that it triggers a HeelFace Turn after El Macho sends one of the minions after the girls.
- Parodied in the The Emperor's New Groove when Kronk's Cloudcuckoolander tendencies happen one time too many:Yzma: Kronk! Why did I think you could do this? This one, simple thing... it's like I'm talking to a monkey!
Kronk's Shoulder Angel: Whoa, now.
Yzma: A really. Really. Big. Stupid. Monkey. Named KRONK!
Kronk's Shoulder Devil: Ouch.
Yzma: And do you want to know something else? I've never liked your spinach puffs!
All Kronks: (GASP)
Kronk's Shoulder Devil: That's it. [cocks his pitchfork like a gun] She's going down.
- Subverted in An Extremely Goofy Movie. Bradley Uppercrust III honors a bet he made with Max despite the fact that he had repeatedly cheated during the X-Games to try and win the bet. However, that act of kindness pales in comparison to his most despicable act - leaving Tank to die in a flaming wreck because Tank tried to win the Games for the team, despite the fact it costs him the victory. For that, no-one interferes when Tank beats the crap out of him and send him flying into a blimp.
- The Duke of Weselton is visibly saddened when he is told that Queen Elsa killed her own sister (which is a lie.)
- And surprisingly, A Frozen Heart reveals that Prince Hans does have some standards. His father, the king of the Southern Isles, is a brutal authoritarian and iron-fisted dictator who routinely uses violence and torture to control his subjects and has turned the kingdom into a highly repressive Police State. This is what forced Hans to find a way to escape the tyranny of his homeland, permanently run away from his sorry excuse of a family, start a new life some place else from scratch, with nobody ridiculing him for being ineffectual. Plus, despite his objections, he is often forced by his father to strong-arm villagers into paying their taxes or kill those who criticize the king. Instead, he prefers to iron out issues and manipulate people, only choosing to use force as a last resort if things go south. He also hates oppressing the common people and prefers to treat them with kindness, even though it is mostly to further his own goals.
- Hey Arnold! The Jungle Movie:
- When Lasombra captures Arnold and his classmates in his camp, Curly offers to be his spy and snitch on them. Lasombra is a bit disturbed and refuses.Lasombra: Sorry, kid. You are too loco even for villains like us.
- In the 2002 movie, when Scheck orders Nick to blow up the overpass, Nick hesitates due to the severity of such a crime. He does it anyway after being yelled at by Scheck.
- When Lasombra captures Arnold and his classmates in his camp, Curly offers to be his spy and snitch on them. Lasombra is a bit disturbed and refuses.
- The Incredibles: Mirage might be willing to lure supers to their deaths, but she's not willing to shoot down a plane with children on board. Helen and the kids survive, and Mirage later helps all of them escape the island.
- The Jungle Book: Kaa might be after Mowgli to feed his hunger, but he despises how Shere Khan is after the boy merely because he exists. Not that he'd ever tell him that to his face.Kaa: Ooooh, [Shere Khan] gives me the ssssshhhhhhivers!
- Kung Fu Panda 2: Lord Shen's Wolf General refuses to fire on his own men and gets killed for it.
- Legend of the Guardians: The Owls of Ga'Hoole: Allomere the great gray owl has no qualms about leading his fellow guardians into a trap set by the Pure Ones, intending to become king of the Great Ga'Hoole Tree. But when he sees the bats surrounding the owls and preparing to kill them, he's looking uneasy as he asks Nyra, "Must it be bats that bleed them?"
- In Lilo & Stitch, Jumba is about to snipe Stitch with his Plasma Cannon at the local kennel when Pleakley points out that Lilo, who just bought Stitch as a pet, is part of the mosquito food chain. He might not care about the mosquito part, but Jumba is not pleased at the implications. Jumba, remember, is the Mad Scientist who specifically created Stitch as an agent of destruction and chaos.
- In The Lion King II: Simba's Pride, Zira's own followers defected to Simba after Zira threatened to kill her own daughter for refusing to participate in Zira's second attack thanks to Kiara and Kovu's speech.
- Megamind: The main plot of features the titular villain becoming good to stop a "hero" he created from destroying the world.
- Sunset Shimmer in My Little Pony: Equestria Girls. She could have killed Twilight early in the movie, but declined to. At the climax, she has her minions take Spike hostage to lure Twilight and her friends to her, but then she lets him go instead of trying a Hostage for MacGuffin; she explicitly says that she isn't a monster. She tries to kill Twilight after the Element of Magic transforms her into a demon, but she isn't entirely in control at that time; when she is turned back, she has an instant Heel Realization.
- In Peter Pan, Mr. Smee gently scolds his boss for shooting a singing pirate who was interrupting their conversation.Smee: Oh, dear, dear, dear, Captain Hook! Shooting a man in the middle of his cadenza? That ain't good form, you know.
- Pinocchio features a subversion: "Honest" John, an anthropomorphic fox, isn't above robbery and murder. However, he is horrified at the Coachman's proposition of sending kids off to Pleasure Island where they will be robbed of their humanity and forced into slavery doomed to hard labor for the rest of their lives. And when the Coachman finishes explaining it all to them (even grinning menacingly for emphasis), Honest John and Gideon, the fox's anthropomorphic feline stooge, are both cowering in absolute terror. Regardless of their morals, they trick the title character into going there anyway, mainly because they're too scared to refuse the Coachman's proposition after that.
- The Princess and the Frog: Subverted. Lawrence may protest Facilier's plan to disguise himself as Naveen and swindle Charlotte out of her fortune, but it's not because he finds it wrong. It's because he worries that he won't get away with it. And he doesn't - but he still gets off much, much easier than Facilier.
- Rango: The mayor is so corrupt that even Rattlesnake Jake, who claims to be "from hell itself" and is arguably a form of The Grim Reaper, does off with him. Rattlesnake Jake also mentions he hates liars. The mayor despite being willing to leave Rango and Beans in a tank to drown tries to tell off Rattlesnake Jake for threatening to strangle Beans to death in his office. Also, the mayor's secretary Angelique looked visibly horrified when Rango and Beans were put into the tank to drown despite clearly not liking Beans.
- Robin Hood: Prince John's lackey Sir Hiss helped him to take over the throne by hypnotizing King Richard, enjoys overtaxing the citizens as much as he does, and is delighted at the thought of killing Robin Hood. But he makes no attempt to disguise how appalled he is when Prince John announces a new intention of luring Robin Hood into his clutches: executing his recently jailed ally, Friar Tuck.Hiss: B-b-b-but, Sire! Hang Friar Tuck?! A man of the church?!
- Snowball from The Secret Life of Pets may be a psychotic rabbit who hates humans and their pets, but at the Viper's funeral, even he admits that while he misses the giant snake, he had done some bad things, worse things than he (Snowball) would ever do, while he was alive.
- South Park: Bigger, Longer & Uncut: The Mothers Against Canada are more than willing to start war with their northern neighbors, but quickly stop when their kids get in the middle of it all. Except their leader, Sheila.
- Downplayed in Spirit: Stallion of the Cimarron: even though the Colonel isn't evil, he's still a jerk, such as making Spirit go without food or water to be easily broke in riding. At the end of the movie, however, when Spirit and Little Creek make their leap for freedom, the Colonel is impressed and stops one of his men when he prepares to shoot them. They part ways with the Colonel giving Spirit a nod before riding off.
- The Bog King in Strange Magic is a menacing Evil Overlord who despises love, but he's also set against the creation and use of love potions on others. At first this is due entirely to his own bad experience with one, but later becomes a genuine understanding that the potion isn't real love and to force someone to love another is wrong.
- Tangled: One of the thugs at the Snuggly Duckling sings a song describing some of the terrible things he's done (although he's repentant about it, as are most of the people in the Bad-Guy Bar) but dislikes Flynn for his dream of being rich and entirely alone.Hook-Hand: Go, live your dream.
Flynn: I will.
Hook-Hand: You dream stinks. I was talking to her.
- Toy Story 3: Twitch and Sparks might be two of Lotso's evil henchmen who force toys to be destroyed by children too young to understand they're destroying them, but when Lotso hits Big Baby with his cane during his Villainous Breakdown, they are both aghast, and make a HeelFace Turn.
- The Wind in the Willows (1985): During the weasels Villain Song where they cause all kinds of mischief, their leader objects to doing certain acts- which, compared to the other things he allows, are incredibly petty.