Simply Second Best – The Tale of the Other Bad Guy gif maker (4)

March 22, 2021

Written by: Jim Smith

(A version of this article was shared with Laughing Place and published on February 20, 2024.)

Everyone loves a good villain, and Disney films are full of great ones. Villains are necessary evils for most storytelling. They provide the protagonist (we’ll call them the hero) with a challenge to overcome, providing balance for the story line. Not every story has a specific, tangible villain – sometimes there are just hardships to overcome, which are not related to a specific character. But most Disney films have a solid, recognizable villain (or multiple villains) against which we, the audience, can rally.

Some villains are legendary just for their pure evilness and the scare they put into viewers. Rarely is this type of villain humorous or endearing in any way. They simply exist to combat the hero, or the greater good, of the film. Good examples of this type of villain include Sleeping Beauty’s Maleficent, Cinderella’s Lady Tremaine, A Bug’s Life’s Hopper, Star Wars’ Darth Vader, and Marvel’s Thanos.

Outside of Disney – Lord Voldemort from the Harry Potter franchise is quite terrifying (even more so in the books than in the films).

Other villains present larger than life personalities, and even strike our funny bones.  These villains tend to be among the most popular, and include the likes of Peter Pan’s Captain Hook, Alice in Wonderland’s Queen of Hearts, Beauty and the Beast’s Gaston, The Little Mermaid’s Ursula, and A Nightmare Before Christmas’ Oogie Boogie.

Villains parties at the Disney parks tend to include these exuberant characters with large personalities. 

The Other Ones

Now let’s dig a little deeper. All of the villains I listed above – regardless of their personality – are considered “primary antagonists.” They are the most significant driving force pushing against our hero. What about the other ones – those who posed a challenge of their own, but their name isn’t in lights? While most films have clear cut primary villains, many films in the Disney universe also have quite memorable secondary villains – those that work against our hero, though not as the largest or most direct challenge. These characters often work in concert with the primary villain, but sometimes they are just out there presenting their own challenge to the hero.

These secondary villains are the poor unfortunate souls I’d like to discuss in this post. They don’t get top bad guy billing in the box office, and they are not prevalent in every film. Sometimes it is not even clear who in the film is a primary villain or a secondary villain. Pinocchio features four major villains – J. Worthington Foulfellow, Stromboli, Lampwick, and Monstro.

Image: Disney

All four act as Pinocchio’s primary antagonist at one point or another, but it is not so easy to pinpoint who is the overall largest antagonist of the film, and therefore who is recessed as a secondary antagonist. The same could be said for Toy Story 2 villains Al McWhiggin and Stinky Pete. Both present different, but relatively comparable, challenges to Woody along his journey.

With these basic villain descriptions in mind, I present to you my list of notable secondary villains in the Disney universe. But before I start, I should add one qualifier to my list – the henchman.  This character type is often considered to be a secondary villain, working in the direct employ of the film’s primary antagonist.  While I see and understand this point, I feel this is a class of villain that deserves its own discussion, and so I will not include henchmen here on this list (but stay tuned for a list of my favorite henchmen and sidekicks, coming soon)!

Disney Films

Let’s explore some secondary villains in classic Disney animation, with a couple live-action nods as well.

Anastasia and Drizella Tremaine (and Lucifer the cat) – Cinderella

Red with rage and green with envy – Anastasia and Drizella don’t have the looks, the talent, or most of all the heart – to be that special person Prince Charming seeks.  These clumsy sisters depend on their mother Lady Tremaine for everything they want, and lack the ability to gracefully succeed or earn anything themselves.

Image: Disney

Their one saving grace, and what makes them appealing villains to many, is their goofy nature, which plays very well to guests at character dining and meet and greets at the parks.

In an ongoing subplot throughout the film, Cinderella’s friends Gus and Jaq are targeted left and right by Lucifer, the Tremaine family’s sinister plump pussycat.

Image: Disney

It takes a full team of mice, along with Bruno (one of my favorite Disney dogs) to overcome Lucifer’s scheming ways en route to helping Cinderella get out from under her jealous step family.

Cheshire Cat – Alice in Wonderland

Is Cheshire Cat truly an antagonist? I suppose it depends on who, when, and where you ask. This mysterious character is equal parts friend, foe, and mischief. Just when you think he’s helping our poor friend Alice, he confuses her and sends her down the wrong path. Then he disappears.

Image: Disney

As the expression goes “I trust him as far as I can throw him” (metaphorically speaking of course.  Since he is a cat, I could probably throw him quite far).

Duke of Weselton – Frozen

Now this guy has all the characteristics of a villain. He’s scheming, conniving, manipulative, and has those pointy features that just scream “bad guy.” Except – spoiler alert – he’s not the main day guy! That honor belongs to Prince Hans (of the Southern Isles).

Image: Disney

So while the Duke is not the big bad, he is a major thorn in Elsa’s side throughout the film. I think he’s just grouchy because everyone thinks he’s from “Weaseltown.”

King Louie and Kaa – The Jungle Book

Much like Pinocchio, Mowgli’s journey through the jungle is one unique encounter after another, meeting different friends and foes along the way. But unlike Pinocchio, The Jungle Book has a clear primary antagonist, and several secondary antagonists. Here are the key players.

Image: Disney

“Oh oobee doo, I wanna be like you.” King Louie is jealous of Man’s red fire, and wants Mowgli to share the secret. Mind you, Mowgli is somewhere around ten years old, and wasn’t raised by humans, so he was of little help to Louie and had to be bailed out of the orangutan’s temple by Baloo and Bagheera.

Image: Disney

On to the next encounter, this time with Kaa the python. You do not “trussst” in Kaa, even if your life depends on it (which Mowgli’s does). Mowgli is spared again, this time through intervention by the film’s primary villain, Shere Khan, who looms like a shadow over Mowgli’s entire journey through the jungle.

Maximillian – The Black Hole

Ok, so at the height of Star Wars fever, Disney took the plunge with a different type of space saga, and came up with The Black Hole. The film hasn’t aged particularly well, but if you’ve seen this dated space drama, you were likely creeped out several times.  If lone survivor (and primary antagonist) Dr. Hans Reinhardt and his crew of faceless drones didn’t give you the willies, then Reinhardt’s terrifying robot Maximilian certainly raised the hair on the back of your neck.

Image: Disney

Maximilian is essentially a security enforcing machine, who will stop at nothing to accomplish his goal. Since he has no heart or conscience to speak of, he feels no regret when it comes to terminating a life. Maximilian is not the type of guy you want to encounter in an aged/deserted space station.

Brom Bones – The Legend of Sleepy Hollow 

Most memorable villains have previous character inspirations to thank for their charming personalities. And as such, Gaston can thank Brom Bones for inspiring him with his strength, good looks, and jealous competitiveness. Brom Bones may not be the primary antagonist in The Legend of Sleepy Hollow, but he is the one who scared the you-know-what out of Ichabod Crane, setting him up for the fright of his life at the hands of the Headless Horseman.

Image: Disney

It is never truly clear what actually happened to Ichabod Crane on that fateful night. Did he die, or did he run away mad crazy? To Brom Bones, it doesn’t much matter – he was once again the toast of the town.

Hector Barbosa – Pirates of the Caribbean

Now here’s a character of many facets. Barbosa – brilliantly played by Geoffrey Rush, is a one-time friend and partner of Captain Jack Sparrow.  He turned arch enemy over the years, as pirates are want to do, yet sometimes still deep down he is still an admirer and respecting comrade of Captain Jack.

Image: Disney

This former-ally-turned-secondary-antagonist eventually reunited with Captain Jack later in the film franchise.

Tamatoa – Moana

This “shiny” foe of Moana and Maui is a classic secondary antagonist – a hurdle our hero has to best on their way to the bigger challenge. He is a bottom feeding collector of all things valuable, but with the help of a little distraction routine, this giant coconut crab is outsmarted by our dynamic duo to recover the item they need – Maui’s precious and powerful hook. 

Image: Disney

Tamatoa may be memorable, though for me it is for his irritating theme song.  

Giant Squid – 20,000 Leagues Under the Sea and Monstro – Pinocchio

Sometimes an antagonist isn’t bad just for the sake of being bad. These foes are just being who they are. And if you are a giant squid looking for a satisfying meal, or a blue whale with a boat and smoldering fire irritating your belly, you are going to act accordingly in your own self interest.

These gargantuan foes have no real beef with the heroes they challenge, but by being themselves, they definitely pose a significant threat.


The Marvel Cinematic Universe has several “other” bad guys on this list.

Yondu – Guardians of the Galaxy

Yondu Udonta is the adoptive father of Peter Quill (superhero name: Star Lord) and the leader of an exiled faction of space Ravagers. Yondu’s relationship with Quill is complicated. He has fond feelings for his adoptive son, but when betrayed by Quill – who is himself a flawed hero of questionable morals – Yondu’s thirst for revenge overcomes his love for Quill. Necessity pairs the two as allies, and Yondu ultimately sacrifices himself to save Quill’s life, and by extension, quite possibly the entire universe).

Image: Disney

Yondu is my favorite character in the Guardians of the Galaxy franchise, and my second favorite villain in all the Marvel Cinematic Universe, behind…

Loki – Thor

Do you think Yondu is great? Loki says “hold my beer.” Thor’s younger, adopted brother has always felt second fiddle compared to the God of Thunder, and as such he never misses a chance to doublecross the unquestionably handsome Avenger. Loki is played to perfection by Tom Hiddleston, and throughout the Thor franchise, and the MCU as a whole, Loki waffles back and forth, sometimes partnering with his brother in goodwill, but most of the time trying to sabotage his efforts.

Image: Disney

While Loki is never the primary villain, he often serves as a catalyst to amplify the villains’ best efforts. I think some of Loki’s contempt came from doing “Get help” too many times.

Of course, Loki’s story came full circle over the course of two sensational seasons of the Loki series on Disney+. The God of Mischief has become a savior of the sacred timeline, at the expense of a thousand lifetimes of self-imposed imprisonment.

Ravona Renslayer and Miss Minutes – Loki

This dynamic duo falsely earned the trust of Mobius and many other agents of the Time Variance Authority in season one of Loki. It’s only near the end of the season that the duo are found to be working for the ultimate bad-of-all-bads – He Who Remains. Renslayer put up a friendly front until Mobius started putting together the pieces of time which just did not add up. As for Miss Minutes – her harmless looking exterior and adorable southern charm helped her lay low and unassuming until push came to shove. This duo also deserve their place in the pantheon of top henchmen in the Marvel Cinematic Universe.

Grandmaster – Thor: Ragnarok

“Ladies and gentlemen, I give you… Lord of Thunder. Watch out for his fingers. They make sparks.”

Wow, Marvel has some fun villains, and Grandmaster is up there as one of the most entertaining. I’ve always been a fan of Jeff Goldblum’s snarky wit, and his significant role in Thor: Ragnarok is a real treat.

Image: Disney

He may be small potatoes compared to Hela – Thor’s sister and the film’s primary villain. But what Grandmaster lacks in power, he makes up for in spirit. From his targeted quips to his blue colored lips, Grandmaster is one villain who knows how to enjoy himself. If you don’t believe me, check out his party plane, the Commodore (officially known as a “leisure spaceship”). Plus, who else has their own personal 1980s retro birthday song?

Ulysses Klaue – Black Panther and Avengers: Age of Ultron

Andy Serkis is perhaps most well known as an exceptional motion-capture actor, providing pinpointed figure movements that form the basis for some amazing computer generated characters, including memorable villains Supreme Leader Snoke from the Star Wars sequel trilogy, Gollum from the Lord of the Rings trilogy, and Caesar from the Planet of the Apes franchise.

Image: Disney

But Serkis is also an excellent actor in his own right, and his turn as Ulysses Klaue in Black Panther (with a preluding smaller appearance in Avengers: Age of Ultron) allowed him to showcase his humor and sharp spirit to fans of the MCU. Klaue will not be bested in a battle of wits, as he had King T’Challa in a frustrated fit. Unfortunately, this memorable antagonist met his demise at the hands of the film’s primary villain, Eric Killmonger. 

Star Wars

Let’s find a few more second place villains in A Galaxy Far, Far Away.

Boba Fett – The Empire Strikes Back

Sometimes the legend becomes much larger than the character himself, and the legend of Boba Fett has far exceeded his small role in the Star Wars film franchise. Fett is a bounty hunter – a mercenary who works for the next paycheck. Unfortunately for Han Solo, Fett’s paycheck in The Empire Strikes Back came from the bottomless wealth of Darth Vader’s Empire. Some may think of Boba Fett as a henchman character, but the fact that he takes pay as a mercenary for his dirty deeds puts him a grade above the henchman stooge character type.

Image: Disney

Fett was successful in delivering the goods to Vader in Empire, but he got payback a couple years later in Return of the Jedi, albeit in one of the weakest freak accident ways at the hands of a temporarily blind Han Solo. But we won’t let that dim Boba Fett’s bright shine, especially now that we know he will have his own Star Wars television series (spoiler – he didn’t actually die in the belly of the Sarlacc).

Jabba the Hutt – Return of the Jedi

My favorite vile gangster in the Star Wars galaxy is, without a doubt, Jabba the Hutt. He is not affiliated with the Empire directly.  Like Boba Fett, Jabba works for the credits (money in the Star Wars galaxy). The specter of Jabba’s revenge looms over Han Solo through the first two films of the original trilogy, and at the beginning of Return of the Jedi, Jabba has his prize – Han Solo encased in frozen carbonite, displayed for all to see. But Jabba and his collection of smugglers, pirates, and bounty hunters are no match for our small group of Rebel heroes.

Image: Disney

Jabba’s part in Return of the Jedi lasted close to thirty minutes, and he proves to be but a warmup to the real battles yet to ensue. Just the same, this half-hour of Star Wars magic is my favorite in the franchise. Due to his popularity with fans, Jabba has been added into the saga’s back story, appearing in The Phantom Menace, The Clone Wars series, and added into a revised version of A New Hope.

General Hux – Sequel Trilogy

If Darth Vader is the face of evil in the original trilogy, and Emperor Palpatine is the overriding villain in the prequel trilogy, then Kylo Ren takes top billing in the sequel trilogy. And then there’s General Hux. He’s that side villain who works against the hero, but also works to a certain degree against the primary villain.

Image: Disney

Hux and Kylo Ren do not agree on much, and they constantly battle for top status with Supreme Leader Snoke in The Force Awakens and The Last Jedi. But Kylo Ren has one major advantage – the Force. General Hux really doesn’t stand a chance, and his attempt to sabotage Kylo Ren’s efforts in The Rise of Skywalker ends up costing him his life. 

Morgan Elsbeth, Baylan Skoll, and Shin Hati – Ahsoka

For the majority of the Ahsoka series, we follow the race to find Grand Admiral Thrawn in galaxies rarely explored. Morgan Elsbeth leads this quest, and submits to Thrawn’s leadership as soon as she finds him. Along the way, she leads a charge trying to fend off Ahsoka Tano, who is in hot pursuit.

Image: Disney

Aiding Morgan in her quest to find Thrawn are Baylan Skoll and Shin Hati. This pair is not necessarily affiliated with the dark side, though they do lean that way. Much like Boba Fett in his previous life, Baylan and Shin work for the almighty credit, assisting Morgan in her pilgrimage. As the eight-episode series progresses, we peek a bit into Baylan’s mind, and find out there is much more to him than being a simple bad guy. Where will Baylan and Shin ultimately fall in the neverending battle of dark vs. light? Only time (and a second season of Ahsoka) will tell.


Last but certainly not least – the wondrous world of Pixar.

Randall Boggs – Monsters Inc. and Monsters University

When you think of the main villain from Monsters, Inc., Randall just may be the first that comes to mind. He is immediately established as Sulley’s greatest competition in the race to the all-time scare record. Randall is devious, dishonest, and unlikeable, especially to little folks like Mike Wazowski.

Image: Disney

One thing he is not? The primary villain. That distinction belongs to the president of Monsters, Inc., Mr. Waternoose. Randall’s position here is somewhere between a henchman and a co-main antagonist. He is working in concert with Mr. Waternoose on setting up a new scaring system, but he also has his own ambitions of achieving personal glory by winning the scare record. Randall could be considered one of the most well-established villains in the Pixar universe, even without being a primary antagonist.

Dewdrop – Onward

Ian and Barley Lightfoot spend most of the Pixar film Onward trying to complete a quest to find an artifact that will temporarily bring back their dead father. Along the way, they have the misfortune of encountering Dewdrop and her gang of Pixie Duster fairies.

Image: Disney

These fairies are no Tinkerbells! If you mess with a biker fairy then you mess with the whole gang, and Dewdrop takes her lead fairy position seriously. She and the fairies chase Ian and Barley for much of the film, but eventually get left in the dust, and are ultimately inconsequential to the conclusion of the film.

They Were Almost the Biggest and Not Quite the Baddest

Well, we really threaded the needle here, finding just that sweet spot where the not-so-threatening villains roam. Did I recognize any of your favorite secondary antagonists in this list? Are there any you think I missed? Reach out with a comment here, or a message on social media, to let me know what you think.

And if you enjoyed this article, please feel free to share it with friends!

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