Kingdom Hearts Unlimited Wiki

Maleficent/Melena Applethorn

"You poor, simple fools! Thinking you could ever defeat me?! ME, the mistress of all evil!?"

Maleficent is one of the main antagonists in the Kingdom Hearts Unlimited Saga, first appearing in "Birth of A New Era" as the second-in-command of the Separatist Alliance before ascending to the rank of Hellfire Organization leadership in time for the events of "The Journey". She reprises her role from the original games, but gets her part much larger than it was in the following games to come.

She seeks to gain control over all the worlds and spread chaos-corrupted dark energy throughout them. She is introduced in the first story as the leader of an elite organization of villains from many worlds who seek to conquer Kingdom Hearts and thus rule all worlds. To this end, they assist the Army of the Dead in capturing seven of the ten Princesses of Heart and devouring the hearts of the worlds. However, Taran, Mickey Mouse and their allies manage to thwart her plans by defeating her cohorts and eventually the witch herself. She later manages to free herself from the Underworld's Hellish Regions, and gathers a new alliance of villains to help her take down the leader of Dominion XIII, Emperor Zurg, and then later help her regain the vast amount of power she lost after her first demise.


The Keyblade Wars

Many ages ago, the evil faerie known as Maleficent was born as a member of the Fair Folk, though more specifically a member of the more powerful High Fae subspecies, hence why she looked so different from most other faeries of the Moors she lived in for most of her youth. Her old name was actually Melena Applethorn, and she was born from a dalliance between Chernabog and another High Fae named Nicnevin. When Nicnevin was slain in battle by Titania, the orphaned Melena was raised by her cousin Oberon to serve as the General of his Fae forces within Avalon, but she had more interest in the human world than she did with the faerie world, gaining a lust for power over time to one day better her station in life. Nonetheless, Melena served valiantly in the side of Light during the Keyblade Wars, taking out the Old Goon King Basilisco and his Old One masters in battle.

In Between The Keyblade Wars and Birth of A New Era

Hundreds of years later after the worlds were split apart, Melena ended up meeting the young prince Stefan, who seemed to get through her increasingly cold heart as her boyfriend, but her own insistence on faerie superiority over man and of her growing power-lust to control both Avalon and Gaulerraute eventually made him realize that she was a monster and turned him away from her in favor of the more fairer Princess Leah. From there, Stefan decided that Melena must be stopped at all costs before she got out of hand, and in the heat of battle between them during a confrontation at the Moors, the young prince was able to just barely defeat her, but instead of killing her, he instead just cut out her wings with an iron link chain, hoping that with the coming storm growing across the worlds, she would be able to flee and make a new life for herself away from the conflict, and just hopefully maybe she would be able to redeem herself and stay in the light side. But Stefan's act instead did the opposite: angered at what had happened to her, Melena furiously decided to take out her aggression on both worlds, deciding to go through with her plans to conquer them both after all. She attacked Oberon's Court with the Goons she had been able to enslave along with a newly forged magic staff she made to keep her balance with the loss of her wings. In the end, however, Oberon defeated her and had her banished from Avalon for her treachery against the crown, not to mention for all the previous offenses in dallying with the human world. Incensed beyond all repair, Melena fled to the Forbidden Mountains in despair, and made a deal with Chernabog and Darth Plageius the Wise to serve them as their Grand Master of Darkness, spreading chaos and misery throughout the kingdom under a new name: Maleficent. It was during this time that Maleficent rescued a rather intelligent raven from a farmer's net, and adopted it as her pet Diablo.

Some years after Maleficent began her campaign of destruction in her home turf, she received word that Stefan, her old foe, and his fair queen Leah had brought forth a child named Aurora and that she was to be christened within a few days. Despite not being invited to the celebration, Maleficent attended anyway and gave the infant princess a special "gift" as a token of revenge toward her father: on her sixteenth birthday, Aurora would prick her finger on the spindle of a spinning wheel and die. However, Merryweather altered this curse so that, instead of dying, Aurora would simply fall into a deep sleep until kissed by her true love. Together, the three good fairies raised the princess in the woods, out of the reach of Maleficent and her lackeys.

At some point, Maleficent met up with Plageuis' former apprentice Darth Sidious, who chastised her for not paying attention to the other worlds and of the current incarnation of the Princesses of Heart in her blind hatred towards Stefan and his family. However, he was willing to forgive her non-attentive agenda if she helped him in locating the Princesses for the Grand Plan and start spreading their influence towards the entire universe in partnership to the growing Separatist Alliance. Maleficent, her ambitions already salivating at the thought of multiversal domination, agreed wholeheartedly and became one of the Sith Lord's staunch supporters in his plan to conquer all worlds with the X-Blade.

Birth of A New Era

Our friends from the Trade Federation have already pledged their support, and when their battle droids are combined with my own army of goblins, we will have an army greater than any in the Galaxy.

Under Sidious' guidance, Maleficent began experimenting with the primordial darkness, corrupting her with her hatred and malice to make it do her bidding. With its power, she was able to slowly unveil the location of each Princess of Heart, but alas, most of them were too young to fully develop the purest heart, or worse had not been born yet to cultivate for the plan. However, one particular prospect that was worth looking into was none other than Princess Aurora. You see, for sixteen years since that fateful day, Maleficent had been repeatedly sending her minions all across the world to find the location where Aurora had been hiding, but not one of them could find her as they had foolishly believed that they only needed to find a baby, not realizing that the child would grow up over that period of time...But Diablo knew...all the time, he had known and never told his mistress, for he had been the first to be sent out to find Aurora and immediately found her in the woods due to his good tracking skills. He would have reported back had it not been for the faeries catching him first and forcing him to swear under unbreakable oath that he not reveal their location lest he be turned to stone for eternity, and this he swore for 16 years. When Maleficent found out by probing Diablo, she was furious over his deceit and ordered him to return back to the cottage and tell her of its location, as it could have been changed in the ensuing timeframe, but it needed to at least contain a maid of sixteen, with hair of sunshine gold and lips red as the rose.

In the meantime, the wicked faerie had begun gathering her followers together, allying them with various disgruntled senators and high-ranking cross-dimensional business executives to form the Confederacy of Independent Systems with the intent of creating a "new" governing body for the galaxy and obliterating the old, corrupt failure of a Republic. Their minions would consist of the dreaded Wraithlings, extensions of hatred felt by their head warrior Julius Mouse, and endless brigades of Goons and Battle Droids. With their combined might, the Separatists believed they would rule the galaxy for thousands of years, but all they were was just the bait to lure out the Keybearers and have them unwittingly serve as the pawns of Sidious' ultimate ambitions to reforge the Christ-Blade and rule the cosmos by himself. He particularly singled out Maleficent to warn her of several Keyblade Wielders that were due to arrive on her world and that she was charged with manipulating them for the old chancellor's scheme.

Eventually, Diablo returned to Maleficent's fortress and told her the truth about where Aurora had been hiding all this time: in a woodcutter's cottage in the woods, living under the pseudonym of Briar Rose, and undergoing magical training by Master Mace Windu to keep her safe from their watch. For a while, she had been traveling the worlds alongside Anakin Skywalker to prove themselves worthy of Master title-ship, only now, she had returned back home to save it from the threat of the Wraithlings that had been swarming all over the forests. Even better still was that on one of her excursions, she had unknowingly met her destined true love, Prince Phillip, who, if the curse were to take effect in time, would be the only one to break the spell. With this knowledge in mind, Maleficent immediately began to plan her next move, waiting until Aurora and Anakin returned with the fairies to King Stefan's castle that sundown to begin ensnaring them to Sidious' will.

As sunset nears, and Anakin watching at the door to protect his royal charge, Maleficent finds Aurora and, as a hypnotic apparition resembling a will-o-the-wisp, lures her up a secret stairway in the castle atop a high tower to a spinning wheel conjured by Maleficent. Anakin is the first to react to the danger and rush to the tower to try and break Aurora from the spell, but the witch-fae's will was far too powerful to overcome. The evil sorceress orders Aurora to touch the spindle; she does, pricking her finger in the process, and subsequently falls to the floor, motionless. Anakin angrily tries to attack Maleficent for what she did to his friend, but the witch traps him in bonds of hellish flame, mocking him over thinking he alone could take on the leader of the Separatist Movement by himself. She then goes on, out of false courtesy to her adversary, to tell Anakin of the Separatists' ultimate ambition to find the seven legendary Rainbow Crystals and the ten Princesses of Heart, and combine their power to rule all worlds. When Anakin questions why she would tell him this if he was planning to halt his schemes, Maleficent replies that it is so that he understands his new mission when he joins them in the darkness, to which the Jedi angrily refutes that he would never join them. The faerie responds that he has no choice in the matter, and uses her power to release Anakin from the bonds then puts him under a trance through the darkness that slumbers in his heart, intending to personally use him to have his keyblade unlock Aurora's heart for Maleficent to use in her plans. But to her surprise, Maleficent finds that Anakin is unable to do as she commands because his keyblade, and by extension his heart, is still too full of incorruptible light to be able to unlock hearts. Angered, Maleficent is about to remove the heart herself when Julius Mouse arrives on orders from Sidious to check up on what the leader of their alliance is doing all by herself on such a back-water world. The faerie is quick to alert the Wraithling commander about the situation at hand and requests of him to do what Anakin can not; without a word, Julius instinctively uses his Keyblade to remove Aurora's heart while Maleficent uses her hypnosis to make Anakin mime Julius' actions to make him think he was the one to do the dirty deed. When all is said and done, Julius is quick to leave before Anakin wakes up from the spell, and Maleficent is right there to lie to the Jedi about his actions, filling him with guilt based on lies and half-truths, before tempting him again to join the Separatists and help them find the remaining Princesses. Skywalker, angered at being used, rebukes her offer, forcing the faerie to leave as a will-o-the-wisp, though not before she warns him that he cannot suppress his darkness by force for long.

Anakin gives chase after her to get back Aurora’s heart, but the Wheel Master Wraithling appears in King Stefan's throne room, having been created by Julius from the shadows to buy Maleficent some time to escape and horrifying the royal court who had been expecting Aurora to return instead.

(Campaigns of Ven & Aqua's visits to Enchanted Dominion and Dwarf Woodlands combined with hypothetical elements from Attack of the Clones)

(Survives her duel with Yoda and Prince Phillip, but is forced to concede her title as leader to Emperor Gruumm; serves as an extra to Master Xehanort/Palpatine in continuing to tempt Terra/Anakin Skywalker further into the Dark Side, though she is also secretly plotting her own agenda to betray Palpatine and rule the galaxy herself, starting by freeing Pete from the Dark Dimension against his orders)

Between Birth of A New Era and The Journey

(Forms the Hellfire Organization alongside the other surviving separatists and begins her mad quest of hunting down the 7 Rainbow Crystals, their Dragon Ball counterparts, and the 10 Princesses of Light)

The Journey

(Reprises her role from KH 1, with combined elements of Queen Beryl and Freeza; is transformed into a dragon under the Horned King's control, and used as part of the World of Chaos warship)

The Chain of Memories/Reversed Awakenings

(Revives herself as a ghost using Ellidyr's memories of her existence, then forms the BlackFrost Organization in an attempt to rebuild her forces and get her revenge on the heroes; is the secret Big Bad of the Narnia campaign; hopes to form an alliance with the Horned King's equally disembodied ghost to get Ellidyr back under their control, but is defeated after a seemingly final battle)

Between Chain of Memories and Empire of Dreams

(Takes advantage of her ghostly state to slip unnoticed into the timestream and travel back to her past during the time of the Keyblade War in an attempt to corrupt herself hundreds of years before her intended fall so that she can amass more power in a changed timeline; is thwarted by Merlock, who tells her that changing the timestream in the past is impossible as time is immovable and what has happened in the past will happen regardless of any attempts to change it; instead, he has her sent back to the present with this knowledge in tow, but does recommend searching for the Tome of Prophecy once she is revived so that she can change the timestream in a period where it is feasible of her to do so.)

An Empire of Dreams

(Reprises her role from KH II, though with Disney Castle moved to the end of the first run, and forging an alliance with Dominion XIII in what she believes to be a mutually beneficial partnership, while plotting to backstab them at the first opportunity; is killed during the War of Toontown and transformed into a Draconic Darkheart by the Dominion's leadership for having outlived her usefulness to their plan; her soul is later pulled out of Tartarus and used as a component in creating her new vessel as the Wicked Lady, the dragon to Death Phantom and Emperor Zurg in their endgame; is finally slain by Taran and Future Jim Hawkins working together to skewer the witch through her heart)

Encoded Truths

(Is mentioned to have been researching the Tome of Prophecy after her original revival alongside Regina, which forms the basis of the Hellfire Organization's backup plan in the wake of her death)

The Fantasmic Dreamtime

(Her spirit is called back to the land of the living by Madame Leota in a forced seance as ordered by Queen Regina Grimhilde, now serving as a guardian partner to the Queen and one of the co-conspirators of the Attack on Disney Castle)

Return of the Keyblade

(Initially still stuck as a bodiless spirit, but still leads the Hellfire Organization as its shadow dictator with Grimhilde as its front; serves a bit of time as part of the Nehelenia fusion, before finally regaining her own body back by stealing the "Tome of Prophecy" and becoming a formidable rival to Emperor Palpatine in conquering the universe)

Appearance and Personality

Fair and pale green-skinned, Maleficent's shining, yellow eyes are heavily shadowed with violet make-up, and her lips are painted red. Her head is topped with a black-horned headdress. Maleficent wears a long, tattered black robe with a purple trim and maroon edges which flare out. She carries a staff with a glowing green orb at the tip, through which she casts her spells. Maleficent also wears a golden ring with a circular black stone in it.

Maleficent is a scheming, manipulative, and cunning sorceress who seems utterly determined to take over the dominion of Kingdom Hearts. She is mostly seen in a cool, calculated manner, easily manipulating Ellidyr into helping her aims, whilst she pretends to care about helping him save Princess Minnie. In An Empire of Dreams, she is determined to avenge her previous defeat at Taran's hand. She doesn't tolerate failure, as shown when she berates Pete for his attempts to take over Kingdom Hearts without her.

Despite this, she was willing to tolerate the incompetent duo of Pete and Zeke as her helpers for as long as they did not betray her and her council. She is not without scruples, however, and has aided Taran and his friends on some occasions, yet, for her own evil reasons.

Another important aspect of Maleficent's character is her superiority complex, which, while shared by many Disney Villains, she takes to the extreme. This is readily apparent in nearly every instance in An Empire of Dreams whenever the subject of the Dominion XIII and their Incorporeo legions is brought up and when facing them personally. Maleficent's narcissism extends to any Darkheart she commands.

However, her superiority complex is not entirely unfounded as she is easily one of the most powerful characters in the series, her magic rivaled only by Chernabog and Darth Sidious'. Thus, her views of the Dominion as insignificant could be, to her, quite true. Ironically, the Dominion seems to view her the same way that she views them: as a relatively insignificant threat, which proves to be their downfall when she surprises them with her ace in the sleeve: the lamp of Jafar. In contrast to several of her allies, she possesses extreme and completely legitimate confidence, while Pete in particular doubts their chances of success.


Maleficent in her Dragon Form

Although she is the most powerful of the Disney Villains, Maleficent prefers using sorcery or employing minions to fighting directly. Using her staff she can conjure up her spells, for example, lightning projection, divination, and teleportation. Merryweather also implied that she was capable of summoning frost storms. She can even cast powerful dark magic spells like her forest of thorns. She was also capable of flying by conjuring energy from her staff in a similar manner to a galaxy or a helicopter rotor. This was presumably used as an act of desperation, given the events that had her use it. Sometimes, her great rage and lust for power allows her to take on the form of a monstrous dragon when necessary. However, if she is dealt enough damage, Maleficent will revert to her original form.

Boss Strategy

Boss Music: Battle with the Forces of Evil (1st and 2nd Forms in The Journey), Squirming Evil (3rd Battle in BoANE), The Deep End (4th Battle in BoANE)

The Journey

First Form

During this battle, Maleficent attacks from a floating platform. She summons Defenders and Darkballs to aid her in battle and uses powerful magic attacks. Cast Aerora to reduce damage, as well as deal sufficient damage while attacking her. If Mickey attacks the platform enough, it drops to the ground and Maleficent is open to attack. Mickey can also cast Gravity on the platform to bring it down.

When Maleficent cries, "Meteors of heaven, unleash thy fury!", move to the far edge of the curved area of the Chapel. This will prevent Taran or Mickey from receiving a large amount of damage. Maleficent's other attacks—lightning strikes which follow the party members—are easily avoided by jumping.

If the player character's stats are low, it is advised to summon Tinker Bell to periodically restore HP and/or have Cure/Cura as a shortcut. Defenders drop MP orbs, and Darkballs drop HP orbs, giving Taran and Mickey a plentiful supply of the two. When she is defeated, Donald will receive the Cheer Ability.

Second Form

Before this fight, swap out Goofy for Beast, and have Taran's item slots filled with Megalixirs, Ethers and Mega-Potions. Have Aerora and Cura the shortcut menu, and equip the abilities Strike Raid and Ars Arcanum. Enter the portal Maleficent leaves behind.

Taran should jump to avoid her fire breath attacks. Donald should be included in the party, ready for healing, and Beast in the party, for a strong offense. Attack with Taran's strongest magic and have strong healing items at the ready in case Donald does not help. Keep bombarding her with strong magic and it will be over quickly. If Taran runs out of MP, attack the dragon's head. If Beast gets knocked out, do not heal him. If Donald gets knocked out, revive him immediately.

It may be wise to summon Tinker Bell to restore HP periodically—this could be a great help as Tinker Bell can bring Taran back to life once if he is drained out of HP.

Alternatively, jump and glide to the dragon's rear legs and climb onto her back. Run along the length of her back to the base of her neck, then use Strike Raid when her head gets down to Taran's level. Chain several combos at this point. Use the "Raid" command the moment it lights up. If Taran falls off, either try to get back on, or go for her head with Ars Arcanum and other combos until the battle ends.

Jump onto the roots in the eastern corner and run to the top of them, Maleficent cannot hit Taran while he's up here, except with her homing fire. Continually cast magic or Summon Genie. This is a slow but effective way and will keep Taran out of danger while Beast and Donald (or Goofy) pound away and keep Maleficent's attention on them.

Another strategy for this fight is to go under the large root and summon Tinker Bell. She will continually heal Taran throughout this battle, reducing the need to use Cure/Cura or an item. Let Donald and Beast do most of the work and heal them when they are hurt (have Donald equipped with ability Second Chance). The only attack that the Dragon can hit Taran with when he is under the large root is the series of green fire, which does quite a bit of damage. To prevent this from hitting him, use Guard to deflect it or use Aero magic. Finally, after the other party members do all the hard work, come out of the hiding place and attack continually or strike the final blow. Fortunately, Taran can cast Stop to keep the dragon frozen for about a little more than a second so Taran can deal the final blow.

An alternative strategy is to keep Donald and Goofy in the team, equip Ars Arcanum on Taran. Give Second Wind to both Donald and Goofy and give Goofy MP Gift. As soon as the battle begins, summon Tinker Bell as she will heal Sora throughout the battle. Attack the Dragon's head with Ars Arcanum until Taran runs out of MP. When she starts breathing fire, run away and lock on to her then cast Fira. Do not worry about MP as Goofy will keep giving his to Taran. If Donald is Knocked Out, heal him as he is the main healer. When she summons the orbs of fire, hit them away as doing so will give tech points.

An additional strategy is to glide to her back leg and jump on her back, preferably in between her wings. From here continually use the Strike Raid ability to inflict damage. The party should consist of Goofy (equipped with MP Gift) and Beast. Fill their item slots with Ethers so that can rejuvenate the MP Strike Raid uses. Remove Sonic Blade so Taran doesn't accidentally use it on her head and fly into Maleficent's attacks.

Birth of A New Era

First Form

When Maleficent challenges Gwydion and Michael, they must cooperate with Flora, Fauna, and Merryweather. They will have a special ability called "Joint Force" that could give either playable character the advantage in this battle. Aside from the help of the fairies, who otherwise just float around the battlefield, the player character can use D-Links, Shotlocks, and Command Styles.

At the start of the battle, Maleficent will warp from the high platform she was standing on. While Gwydion can attack her, once her staff begins to glow, a pool of flames will begin to form around her. The fairies' help must be used to get rid of the flames. "Joint Force" causes Gwydion to shoot Maleficent with a ball of light, dealing damage, and stunning her for a time. This opens her to more damage, when Michael correctly presses Triangle, Square, Circle, and X as the on-screen prompts appear. Note that failure to do so will result in Gwydion being stunned, leaving him open to Maleficent's other attacks. This may need to be done several times throughout the battle. While Maleficent is stunned, she can be bombarded with magic and physical attacks—Tornado and Wind Raid are recommended because they hit multiple times. The use of Aero-based attacks also has a high chance of allowing Gwydion the use of the Fever Pitch Command Style. While Fever Pitch is activated, show no mercy with the Keyblade, but be careful as she may knock Gwydion away with her staff.

After taking enough damage, Maleficent may warp away to the side of the battlefield. Immediately run to her location and continue attacking, use Dodge Roll to avoid the dark lightning she summons from above. The longer it takes to reach Maleficent, the sooner she'll warp away after reaching her. Should Gwydion reach her, be extremely careful of the lightning bolts Maleficent summons, as they hit the area several times. Dodge Roll can be used to avoid them. As Maleficent's HP starts to dwindle, she will begin traveling across the battlefield as a pinwheel-shaped cloud of damaging, dark energy. Dodge Roll can be used to avoid her. As her HP dwindles further, she will occasionally call her guards to attack Gwydion, but they are minor annoyances and can be defeated for much-needed HP orbs.

Maleficent will always chant before casting a spell, which makes predicting her attacks very easy. Also while Maleficent is immune to Aero or Magnet, certain attacks—like Tornado—can knock her into the air.

Second Form

When Obi-Wan and Padme fight against Maleficent's dragon form, they'll have Prince Phillip as an ally, as well as access to Shotlocks, and Command Styles. It is important to realize that Padme does not excel in physical attack, but magic to conquer foes. Take notice of the dragon's only weak point being her head and the fact that she only attacks the area directly in front of her. So long as a hit-and-run strategy is used, minimal damage will be received.

At the start of the battle, Padme should immediately Cartwheel over to the dragon's side, occasionally bombarding her with Thunder, Blizzard, and Fire magic. This will eventually activate the Spell Weaver Command Style, but Padme will not have a need for its benefits. If Padme is too far away from the dragon, the gap can be closed with Barrier Surge or a similar attack. The Dragon may perform a biting combo, but this can be easily avoided with Cartwheel. If Padme is in the dragon's attack range, use Mine Square and immediately Cartwheel away. As the dragon will occasionally rear back and land to create twin, short-range shockwaves, she will take heavy damage as she lands on the mines while Padme avoids taking damage completely.

Occasionally during the battle, the dragon will breathe her signature green fire. Prince Phillip calls out to Padme, which is the signal to get behind him (he uses his shield to completely block the flames from damaging either of them). Once the flames begin to spawn on the ground, Phillip will throw Padme over the flames to attack the dragon once she activates the command "Selfless Prince" by pressing Square and then X when the on-screen prompts appear which will cause Padme to land on the dragon's head, stunning her. Padme should then resume the hit-and-run strategy, only bombarding the dragon with magic attacks, physical attacks only when it is safe to do so. As her HP dwindles, the dragon will launch off the battlefield and begin to fly around the area. Pressing Square and X again will allow Phillip to throw Padme to the dragon's level, allowing a special attack to be landed.

Padme has a strong chance of landing on the dragon's back once this attack is completed and can attack the dragon with physical attacks (such as the powerful Spell Weaver). Magic can also be used to end the battle quickly. Note that while on the Dragon's back, enough attacks will cause her to fall to the ground stunned.

An alternate strategy, using Obi-Wan for instance as the playable character, would be running behind the Dragon at the start of the battle. If Obi-Wan is well equipped with magic, all he needs to do is continually attack using magic without moving from behind the dragon. Here, it is basically impossible to sustain damage. Although a slower strategy, the constant use of magic from the point of safety behind the dragon is an equally effective method to easily defeat the dragon.