Ursula the Sea Witch

Ursula the Sea Witch

Ursula the Sea Witch is a major villain in the Kingdom Hearts Unlimited Saga, and a member of the Hellfire Organization. Her role is largely the same as before, only expanded to give her more character and prescence within the main storyline.

A sea witch by trade, Ursula was once a senior member of King Triton's court. However, she was banished for her love of Black Magic and also because of her attempts to try and take over Atlantica. Ursula has two pet eels, Flotsam and Jetsam, whom she refers to as her "poopsies".


Between The Keyblade Wars and Birth of A New Era

Ursula was born long ago as the eldest daughter of a powerful Octopid warrior and his sea witch wife who openly devoted their servitude to the great god of the sea Poseidon, though in truth they had always loathed their king and so sought to one day overthrow him when he least expected it. And by a most wonderful coincidence, Ursula just happened to be blessed with a marvelous singing voice, which would help the Octopid Warlord immensely in his subtle efforts to undermine Poseidon's leadership. So, when Ursula came of age and inherited the Sea Witch's title as adviser to the Sea King, her father had her and her younger sister Morgana sneak away on stormy nights to the surface of Neverland's oceans, where Ursula would then lure sailors to their death with her enchanting voice while Morgana picked them off with deadly bolts of magic when they got too close. They were never caught for their misdeeds due to their father quickly sweet-talking Poseidon's wrath down with white lies about their missions.

Unfortunately, Ursula's downfall would soon come to pass from two fronts at once. For one part, Triton, Poseidon's only son, who used to be a rambunctious and impetuous young merman, had fallen in love with the one maiden nymph with an enchanting voice even lovelier and fairer than Ursula's: Athena, and was therefore learning how to be humble for her, earning Ursula's jealous ire in the process due to him no longer turning a blind-eye to her misdeeds. But the worst was yet to come. While on another luring excursion with Morgana, Ursula accidentally allowed the crew of the Jolly Roger, who were returning from a time-stop trip from Neverland, to live, incuring Poseidon's wrath upon hearing of it from Triton, who had witnessed the whole thing. After having the Octopid warlord imprisoned for his treason, Poseidon used a powerful spell to rob Ursula of her singing voice so that she nor her sister would be able to sink another ship for wicked fun again, but spared her life out of a cruel mercy so that she'd learn to respect his authority over the seas. Ursula would thus begin to foster a growing hatred for both the Sea-King and his prince, even as she continue to hold her adviser position barely by a thread.

Years later, Poseidon wished to retire from his struggle and divided the sea into three for his son and advisers. Each intended party member got a piece that was equally big and equally developed as in a hope he would not get them jealous. Poseidon then handed his trident to his only son, the Nautilus conch to his adviser and to the adviser's sister a pet shark that would always protect her. With the deed done, Poseidon returned to Atlantis where he gave up his god powers and lived a normal human life until the city was destroyed during the Keyblade War.

Ursula and Morgana however were jealous at the fact that Triton was now the one elected by Zeus to fill in the gap his father had left. After all, he did wield the trident of Poseidon and he ruled over Poseidon's greatest underwater city. With the now-immortal and empowered Athena by his side, his rule was just and prosperous. This was complete different with the two sisters. They ruled viciously and power-hungrily. Morgana even managed to destroy her own city in a freak accident that made Triton decide to recall his father's decision and take over the pieces that the Octopid siblings ruled.

Ursula was beyond angry when Triton removed her from her own throne and instead asked if she was willing to stay as adviser. By all means, she hated him now more than ever with every gut inside her. So, she began to devise a plan to depose Triton from the throne and ascend to godhood herself. By this time, Triton and Morgana were already not seeing each other eye to eye anymore and Morgana moved to the north pole where she lived embittered and full of hate for the Sea King and her sister whom she thought conspired against her.

Birth of a New Era

Several years later, Ursula thought of a plan to attack Triton where he was most vulnerable: his own family. Triton and Athena had many kids in which Ursula saw enough potential in to trick them and endanger their family. Though she did this first in a playful way, it slowly became more wicked and dangerous, but Triton never grew any more worried even though his wife warned him of what his adviser did.

But one day, when Ursula went with little Ariel to the surface supposedly to see a human ship pass over Atlantica, she signaled her new partner, the ruthless human pirate captain Hook, to send the Jolly Roger over their spot and threw little Ariel into the pirate crew's fishing net, directly into Hook's greedy clutches. Athena jumped after her daughter and managed to save her, but she was murdered herself by Hook with his blade through her heart, and Triton, lost by sadness and anger, finally got the nerve to banish Ursula to the fringes of the sea.

There, Ursula once more saw Morgana. Instead of a happy reunion of siblings, Morgana attacked Ursula, who managed to evade being killed by enchanting her pet shark Undertow and escaped the fight though hearing her sister claiming revenge on her. Ursula managed however to make a new home on the fringes and made several insidious dealings with the under-water folk while at the same time causing problems for Triton to deal with from time to time.

Ursula soon had her big chance to expand her undersea empire goal when Captain Pete approached her to join the evil faerie Maleficent's ranks in her growing Hellfire Organization as part of her plans to open the door to Kingdom Hearts.

She participated in the battle of the Keyblade Graveyard as part of Emperor Palpatine's Dark Army, though she managed to escape with her life when the gateway to Bald Mountain was sealed once more after Darth Vader's defeat.

After escaping to the Forbidden Mountains, Ursula was present with the rest of the organization to hear Maleficent's proposition for her back-up plan; if they help her find the 10 princesses of heart, she will give them the powers to control the Darkhearts to conquer their own worlds and eliminate their greatest enemies. Accepting her offer like the others had, Ursula received a page from Marwoleath and Dooku's report to better understand and control the Darkhearts as she carried out Maleficent's scheme.

The Journey

10 years after being inducted into the Hellfire Organization, Ursula continued to assist Maleficent by lending the powers of the ocean. With Ursula's help, the Darkhearts entered Atlantica. Following a meeting at the Forbidden Mountains, Ursula talks to Dr. Facilier briefly about her past relationships with King Triton and his kingdom, before her eventual banishment and subsequent drive to get revenge on Triton and rule the seas as Queen.

She first appears in Agrabah twice to comment to Jafar on his plans of proving himself useful to Maleficent, warning him on the price of failure. Later, when Oogie Boogie presents himself before Maleficent with his plan of gathering hearts through individual selection, Ursula mocks the walking worm by criticizing his ideas and stating that Jafar, before his imprisonment, was just as overconfident as Oogie is now. She thus goes on to form a rivalry with Mr. Boogie, sending out her own minions to enact their own schemes on worlds that Oogie had already staked a claim in beforehand in an effort to undermine the Boogieman's competence and ultimately steal his position as the leading general. For instance, she has the Coachman Barker engineer the kidnapping of Pinocchio to Pleasure Island when Oogie had earlier intended for the puppet-master Stromboli to be the one to deliver the little wooden head to Mozenrath and Oswald, later accompanying the two henchmen deep into Monstro's gullet so as to give them control over the Darkhearts. However, Maleficent soon catches wise to Ursula's attempts to elevate her station in life and thus actively forbids her from interfering again when Oogie is next sent to the Pride Lands to disrupt the Fall Ball at Wakanda's Pride Rock and steal the Vibranium supply. Despondent, the sea witch hurries to her chamber to stew in frustration, where she is confronted by Captain Hook, Cora the Queen of Hearts, Dr. Facilier, and Lady Tremaine, who wish to offer their hands in an alliance with her as they support her attempts to oust Oogie from his position so as to gain higher ranks for their own selves. Ursula agrees to their offer, but before they leave to undergo their own missions, Hook suggests that the sea witch lay low for a while and wait for an opportunity when the boogieman is at his lowest point in Maleficent's favor so that she can step in and take his place.

And so, Ursula waits until Oogie has failed his gambit in both Le Chateau du Damne and Louisiana Bayou, having ensured that Facilier, her spy within Oogie's forces, would be given a good word after his demise and thus become the new head of the Outer Rim division sympathetic to her designs. As a result, Maleficent becomes furious with Oogie's repeated failures to deliver her more hearts and the Rainbow Crystals, and thus strips him of his ability to control the Darkhearts, thereby leading the desperate sack of bugs to enact his final gamble at Sleepy Hollow to regain favor, only to fail miserably and lose his life at the hands of Sailor Jupiter and Jack Skellington. Ursula thus seizes her chance and becomes the new leading hench-general, proving herself by using her scrying cauldron to uncover the locations of the remaining Rainbow Crystals, and recover them from their holders: Li Shang, the Sultan, Tiana, Emil Blonsky, and Samuel Sterns.

However, she is foiled from recovering two of the crystals thanks to the efforts of the mysterious vigilante Tuxedo Mask, who takes the crystals for himself in order to recover his forgotten past and try to find some way of safeguarding the worlds with their mystical powers. With her revenge on Triton, the throne, and Tuxedo Mask's head on a silver platter all being unfulfilled, Ursula begins to dread suffering the same fate as her previous cohorts and losing Maleficent's favor for good to that snot-nosed princely brat Ellidyr. Fortunately for her, an opportunity arises when her cauldron records an image of the now teenaged and Moon Prism empowered Ariel headed for Atlantica on a friendly visit to seal the keyhole of their world, and Ursula begins to wonder if perhaps she may be the "key to Triton and this world's undoing". Her assumptions are proven correct when Ariel gets into a very heated argument with her father and teammates over the loyalties of Tuxedo Mask and her desire to be with Eric, causing the little mermaid to quit the team briefly to stew in grief a good distance away from sight. At this, Ursula sends her eel minions Flotsam and Jetsam to lure Ariel to their leviathan skeleton lair, claiming that only she can help her realize her dreams of love and belonging. Little does Ariel realize that this is all part of Ursula's plan to capture the Rainbow Crystal in Taran's possession, and then the throne and the Keyhole with it.

At the Leviathan's Core, Ursula explains to Ariel that she sympathizes with the mermaid's plight over her disagreements with her friends and family, and while she does have orders to recover the Rainbow Crystals, she'll help Ariel out just this once as a token of good will that she can change, that this is a private deal between the two of them and that Maleficent nor Taran do not need to know. So, the sea witch proposes an agreement where she will transform Ariel into a true human, not a skin-changer like she had been so far throughout the adventure, for three days, during which Ariel must receive the "kiss of true love" from Eric. If Ariel succeeds, her transformation into a human will be permanent, but if she fails, she will turn back into a mermaid and be bound to Ursula for eternity. The price for the transformation is Ariel's voice and Moon broach (which Ursula will keep no matter what happens). Though the heroes find out what has happened and rush towards the lair to try and stop the deal, they are too late as Ariel agrees and signs a contract that Ursula has conjured. As Ursula orders Ariel to sing, the sea witch summons magical hands to rip out Ariel's voice and Moon Star shard, which is then magically pulled into Ursula's Nautilus shell necklace. She then laughs gleefully as her plans begin to unfold: Ariel's tail is split into legs.

While Ariel flails about helplessly and is taken away to safety by Flounder and Sebastian, Taran and his compatriots corner Ursula and demand that she renege on the bargain to set their friend free, but the sea witch refuses, claiming that it's all just part of the plan and that they've just about walked right into her trap. At this, she gives the signal for Dr. Facilier and his shadow demons, under protection of dark air bubbles to exist down below, to show up and ambush the gang, threatening their lives unless Taran hands over the Yellow Rainbow Crystal. Though Fflewddur Fflam, Donald, Goofy, and the Scouts beg Taran not to, the Keybearer has no choice but to give the crystal to Ursula, though naturally the sea witch double-crosses the heroes by still ordering the Shadow Demons to nearly take away the Scouts to Hollow Bastion, though she is prevented from doing so by one of Tuxedo Mask's allies, Aladdin, who uses his enchanted scimitar to cut down the shadows to size and free the Highwind Crew. In the ensuing scuffle, Ursula, Facilier, and the Eels make their getaway with the crystal, though not before they mock Taran with a parting instruction to better hurry upwards to the surface if they want to see their precious Ariel before three days time.

Her plans already on a roll, Ursula then proceeds to the next phase: making sure Ariel does not get her kiss from Eric at every opportunity she has, while also tracking down the location of Tuxedo Mask's vigilante band and recovering the last two crystals from them. For that, Ursula turns to Hook and Lady Tremaine for help: they will engineer a scenario where it appears like Sailor Moon is in danger, and when Tuxedo Mask shows up to try and save her, they'll spring their trap, strike him where he stands, and take away the crystals from him. Then, when Taran and his little pals try to save Tuxedo Mask, they'll be too distracted to try and help Ariel get her kiss by the sunset of the third day, and die for a lost cause, allowing Ursula to swoop in and take the powerless and reverted Ariel and the Mahou Shoujo as prisoners for the inevitable deal with King Triton to take the trident and keyhole as payment for supposedly letting them go from the contract, which she will not honor, btw. And once all is said and done, the villains will stand triumphant over the heroes and rule the universe in everlasting darkness.

At first, it all seems so flawless it couldn't possibly fail, but as the days pass, it becomes increasingly clear that even if he can't kiss her upfront, Eric is still growing feelings for Ariel, eventually revealing to her in private that he is Tuxedo Mask, having undertaken his mission and secret identity in order to reclaim his lost memories of a life he feels he once had, though Ariel must wordlessly promise that she not tell anyone about this for fear of what the Hellfire Organization might do if they got word of his dual identity as prince of Denmark and the universe's leading vigilante. The trust between them therefore grows so strongly that Ursula begins fearing that Ariel may end up becoming more than enough skilled to accomplish her task than she had thought. Desperate not to lose her game before the three days are up, Ursula immediately enacts her next phase, changing herself into a beautiful maiden named Vanessa with Ariel's voice and utilizing the stolen identity of Sailor Moon to perform engineered heroics before seemingly getting herself captured by Captain Hook so close to sundown on the third day.

Sure enough, when Tuxedo Mask arrives to try and save the woman who he believes saved him while singing that lovely little tune from all those days ago, Vanessa swiftly stabs him in the back and changes back into her true Octopid form, mocking him for having fallen for her little trick. Eric, though in pain, angrily engages with Ursula in battle, though in the scuffle his mask is knocked off, revealing his true identity. Maleficent, Jafar, and Hades, who were watching from back at the castle, are surprised at this turn of events, but decide to make it work for their master plan. Ursula herself is more than giddy at Tuxedo Mask's true identity, putting the pieces together and mocking him for having let the girl of his dreams slip away without even realizing it, causing Eric to figure out that Ariel was not only the real Sailor Moon, but also the maiden who saved his life all the time. He tries to escape the battle to rescue Ariel and make it up to her by giving her the kiss of true love, but Ursula yells that he is too late and that it wouldn't make much of a difference even if he tried. But before she can use a spell to eliminate the prince once and for all, Ursula is hit by a magical beam fired from a mysterious assailant in the rafters. Taking advantage of the distraction, Eric flees into the shadows to meet up with his compatriots to figure out how to rescue Ariel and her friends in time.

Ursula thus swims back into the ocean, taking the reverted Ariel with her to meet up with King Triton and having Lady Tremaine lock the Highwind Crew up in a dark magical bubble to keep them from interfering. Sure enough, the Sea King shows up demanding his daughter's freedom, though Ursula is unwilling to give her up as they had a deal. "Of course", she says, "I always was a girl with an eye for a bargain..." Ariel will be let go, but only if Triton signs away his freedom, the trident, and the location of the keyhole in exchange. Reluctantly, Triton agrees and signs his name on the contract, getting turned into a helpless sea polyp for his troubles. However, Ursula quickly reveals that she lied about letting Ariel and the others go free, and is just about to send them through a dark portal to the Forbidden Mountains when Eric and his Shitennou show up. The sea witch calls out to the masked vigilante to hand over the last two crystals lest the heroes be crushed by Tremaine's bubble, but no one has long to make up their decision when the mysterious entity attacks again, knocking the wand out of Tremaine's hand and popping the bubble. The freed heroes soon discover that their rescuer is none other than the fabled leader of the Resistance, Sailor V, also known as Sailor Venus...a.k.a. Princess Aurora of the Enchanted Dominion!

With the tide turned in favor of Taran, the now re-empowered and revoiced Ariel, and their compatriots, battle is rejoined as Ursula threatens to destroy them with the power of the stolen trident, but winds up accidentally killing Flotsam and Jetsam with a thunder blast meant for Taran until Archimedes pulled her hair and redirected the blast. Now incensed beyond belief, Ursula uses the trident and the powers of the darkness to become a giant. With her new form, Ursula declares herself as ruler of the entire ocean, and creates a deadly storm. She uses the trident to fire multiple destructive blasts at the senshi, who dodge them all and retaliate with their own attacks. With her attention derailed, Ursula fails to notice Sailor Venus commandeering a sunken ship to impale her with its broken bow, until it is too late. As Ursula screams in pain, the bow catches lightning, thus leaving her body to be brutally electrocuted and devolve into a helpless polyp herself, causing her to lose the trident and all the merfolk that have had been under her power, including Triton, are released from their bonds and transform back into their original forms. Mewling with rage, Ursula vows to get even with the heroes, but she and her two partners are called by Maleficent, who orders them to withdraw but refuses to explain why. They reluctantly disappear, while the injured Tuxedo Mask, too ashamed of his inactivity over not being able to save the girl he truly loved all this time, also slips away. The restored King Triton thus gives his word for Taran to seal the keyhole to Atlantica, which was located in Ariel's grotto the whole time, then gives his blessing to his daughter to be free to live her own life once all this has passed.

Back at the Forbidden Mountains, Maleficent orders Hook and Ursula, the latter of whom was restored back to his original self, to bring Prince Eric alive to the base as the evil faerie had earlier consorted with the Wiseman and he has big plans in store for the masked hero in addition to the princesses of heart. To uncover the location of Eric's hiding place, they trick the jealous pixie Tinker Bell into telling them by stoking the fans of envy she holds for her friend Peter Pan and his affections for the girl Wendy. Of course, the location of Eric's sanctuary is revealed to be the same of Peter Pan's: Hangman's Tree. With a lead on their hands, Hook and Ursula venture back to Neverland to get rid of the heroes once and for all, though Maleficent is adamant they bring Ellidyr and Darth Vader with them to keep an eye on their operations just to make sure they don't screw up again. Oh, and by the way, do make sure to make that stupid girl Aurora suffer dearly for all the years she cause me grief when you nab her, the witch is quick to remind them.

At dawn, Ursula uses a communication spell to contact Eric, revealing that she has figured out where he is hiding and lures him to a final showdown for custody over the Rainbow Crystals at Captain Hook's Jolly Roger at sundown lest his friends pay the price. At the same time, Captain Hook sends his own threat to Aurora to arrive at the same location on his ship's deck, unless she'd prefer to leave his hostages behind, namely the kidnapped Wendy Darling, her brothers, the Lost Boys, and a now repentant Tinker Bell. Unwilling to get any more innocents involved in their respective quests to avenge their losses, the two agree to the villains' demands. Nonetheless, Aurora is not so foolish as to not suspect a trap, and warns her beloved Phillip and the Resistance members to keep a safe distance from afar while she goes to settle the score with the guilty parties responsible for the loss of their ancestral kingdom.

Truth be told, once Eric arrives on Hook's ship and hands over the crystals as promised, the summons are indeed a trap as Ellidyr captures the heroes and separates them across the many corridors, giving the orders to Hook to jettison some dead weight as Wendy is not one of the Princesses needed for the plan to open the door, much to his exasperation over all the trouble he went through capturing her to set the trap in the first place. Ursula, on the other hand, is more than happy to threaten innocent lives if it means getting her revenge on those miserable fishsticks who ruined her plans for Atlantica. Over the course of the campaign, Taran, the Highwind Crew, the Senshi, and their new acquaintance Peter Pan rescue the prisoners from the brig, including the illusive Princess Leia, who was Aurora's secret partner in the Rebellion, and head out to try and escape while they still can before the ship takes off for Hollow Bastion after its brief pit stop, which hopefully can be averted by Obi-Wan Kenobi shutting down the tractor beam.

Meanwhile, as Eric and his unwilling partner Ariel near the deck, Ursula fires a spell intending to kill them both and frame it as an accident to Maleficent. Instead, Ariel transforms at the last moment, saving them both and confronting Ursula and Hook on the deck with the other heroes present. Hook reveals that Ellidyr has long since left with his own captive Eilonwy on tow, but the heroes will not be able to follow as they still have some unfinished business to attend to with Tuxedo Mask, forcing Eric to reveal his secret identity to the Highwind Crew in response. Ariel begs Eric not to go through with this fight, but he refuses, stating that now he know what he's fighting for: to always protect her. As the heroes prepare to square off against Ursula, Hook, and the band of pirates, the sea witch secretly aims a dark crystal spear directly at Ariel, intending to skewer her with it. But Eric quickly notices the dirty trick, and takes the full brunt of it, receiving a grievous wound and sending him into unconsciousness.

The shock of Eric's sacrifice causes Ariel to scream in pure unrelenting horror, her tears attracting all the Rainbow crystals together to forge the Silver Imperium Crystal and transforming her into a strange hybrid between Mermaid, Human, and Lunarian - her Lands of Legend incarnation. With the memories of her past life restored, Ariel does not hold back at giving Ursula hell with her Tidal Moon Scepter, knocking the sea witch and her pirate minions off the deck into the ocean below. But alas, the power of the Silver Crystal is but temporary, and she reverts back to normal, collapsed in a faint. This momentary distraction gives Ursula enough time to recover and retreat with Hook's Crew back to the Forbidden Mountains, taking the unconscious Eric with her through the Dark Corridor. Once there, the two scoundrels report back to Maleficent, who is less than thrilled with their very lackluster performance. She gives all the villains a very harsh lecture, first to Hook for losing the Silver Crystal and allowing the Moon Princess to awaken, then to Vader for being distracted by his petty revenge against Obi-Wan Kenobi and allowing the heroes to escape alive, and to Ellidyr for teleporting with a passenger (Eilonwy), which is dangerous for someone not familiar with the darkness. But her real anger is spent towards Ursula, who contradicted her orders and tried to kill Tuxedo Mask. Despite Hook's attempts to intervene, she punishes Ursula for her treachery with a blast of energy that reverts her back into a helpless polyp.

Though Maleficent denies granting her a reprieve for her actions, Ursula is later secretly resurrected by Hades for his own reasons to take part in the Siege of Mt. Olympus against Zeus and the High Council. She performs her part of calling upon the Winds of the Caspian Sea to slowly tear the mountain down to rubble, though she manages to escape again in order to retreat back to the Forbidden Mountains. There, after just barely managing to convince Maleficent of her continued worth, Ursula joins the other sorcerers in using their combined magic with that of the 10 Princesses' Hearts to slowly open the Final Door to Kingdom Hearts. She takes part in the Battle of the Forbidden Mountains while facing off against the Court of King Triton, and ends up having her heart unlocked during the massive dark spell conducted by the Horned King. This causes Ursula to become a giant once more, only to fall to darkness and be swallowed by the Darkhearts with the rest of the afflicted villains upon her death.

The Chain of Memories/Reversed Awakenings

During Mickey and Oswald's respective journeys into the depths of Castle Oblivion, the latter's fears of his inner demons and his memories of the worlds invaded by Maleficent's forces inadvertedly allow the evil witch and her deceased followers, including Ursula, to be resurrected and take part in the gathering of the BlackFrost Organization to try and conquer the castle for themselves in their war against both factions of the Dominion XIII.

Ursula is thus sent by the White Witch Jadis to Sunnyside Farm to help aid the Grand Duke of Owls in his efforts to plunge the world into darkness, using the memory-manipulating effects of the unwitting Ortensia to her advantage by draining the memories of the farm's inhabitants as fuel for her destructive magical rituals. It is therefore Ursula who knocks Edmund unconscious during the storm and sends the boy's mind into the animated universe to have him executed for his resistance against the Duke, placing it inside an artificial animated kitten body created by the Duke to make sure no one would recognize him. Ursula soon catches wind of Ariel, Flounder, and Sebastian's displacement into Sunnyside Farm due to the side effects of the closing of the Door to Tartarus, and begins manipulating the trio into leading the Highwind Crew and Chanticleer to her clutches so she can crush them all when she has them right where she wants them. Thankfully, Ariel catches on to Ursula's scheme this time, and decides to trick her right back by kickstarting the events that would lead to Chanticleer realizing about Pinky's deception and escaping Pinky Studios to get back to the farm to set things right.

Angered by the princess' newfound cunning and resistance, Ursula decides to show up in person alongside the Duke for the final confrontation, and nabs both Flounder and Edmund in her tentacles, demanding the powers of the Trident in exchange for the lives of the children. Ariel is forced to accept and uses her familial connections to the weapon to make it appear before her, handing it over to the sea witch much to her dismay. The sea witch thus releases the children as promised, only to strangle the life out of Edmund's golem shell just out of spite. She then goes on to use her dark powers to corrupt the trident and use it to make herself and the Duke into giants, similar to how she did it the first time Taran fought her. She meets her first end when Chanticleer gathers the courage to crow again, summoning a bolt of sunlight to strike the witch in the heart, destroying her for a limited time.

Much later, her shade is summoned by XL and NOS-4-A2 once more to head into the memory version of Prydain's island retreat to further the manipulations about Guinevere's past and push Taran further into the neophytes' clutches, with the promise that should they succeed, they will reward her by reviving her in full instead of as an Incorporeo Ghost. Ursula, eager for another chance at life and revenge, accomplishes this by shapeshifting into a doppelganger of Guinevere who leads Taran on a wild goose chase about the island, all too eagerly feeding his misplaced and growing confirmations in the false memories the Incorporeo witch had been generating up to that point. It's only after Taran destroys a Carnotaurus-Darkside fusion that the real Guinevere shows up in person to expose Ursula and herself as fakes, revealing the truth about Eilonwy, herself, and what she has been doing to Taran all along. Outed and indignant, Ursula reveals her true form and kidnaps Guinevere, leaving the memory world by door with Taran chasing after them. Upon returning to the castle floor, Ursula is pre-empted by the Ellidyr clone, who had been tricked by Ben Ali Gator to take care of the Keybearer once and for all, but they both fall in battle and through subsequent mind-rupture, forcing the sea witch to step up with a now arriving XL to back her up. The two crooks reveal the truth behind Guinevere and the Ellidyr Replica before Ursula attacks Taran in a rage. After she hits Guinevere and Donald and Goofy save Taran, Donald casts a Fire spell to melt Taran's Blizzard spell while Goofy spins them around creating a sprinkler effect, getting Ursula wet. Then, when Ursula tries to use a ball of Lightning magic, the water electrifies her instead and incinerates her, the sea witch fading back into the shadows where she belongs. XL is destroyed himself no sooner afterwards by a Keyblade stab to his main circuitboard.

An Empire of Dreams

For one year afterwards, Ursula's soul remained trapped in the deepest dungeon of Tartarus, the Realm of Darkness, along with the rest of the slain generals due to their reckless dabbling with the darkest magics corroding their hearts' stability. There, they would remain unless someone activated the backup revival spell placed within Diablo the raven and used the memory energy of their existence to bring them back to life. And that is exactly what the leaders of the Black Moon Dominion XIII did just after Taran awoke from his slumber, reviving Ursula with the other Generals to give the heroes an open threat in a secret alliance to confront while unwittingly fulfilling their plans to forge the Moon of Lost Souls.

Ursula, reunited with her pet eels in the meantime, had used her scrying bowl to check up on how that meddlesome little mermaid brat had been doing since her first demise and discovered that Eric was currently being tormented by strange visions of the future and was trying to keep Ariel away from him so that she would not worry about his condition, forcing the poor maiden to worry regardless and keep to herself while she embarked on the mission to the Muppet Theatre with the other Sailor Scouts. Sensing an opportunity to get her revenge, Ursula volunteered to go to the Muppet Theatre and seize the Keyhole there while also getting rid of the leader of the Scouts personally.

Once there, the Sea Witch made up a plan to get to Ariel by teaming up with the sleazy businessman Doc Hopper and fellow sorceress Taminella Grinderfall to make a deal with Kermit's nephew Robin the Frog, who was feeling unappreciated by the rest of the cast due to his small size. Ursula tells Robin that the only way to get recognized by his compatriots would be if he turned into a human prince and sign a contract to get him a bigger part for several production numbers, most of them secretly funded by Doc Hopper; this would be accomplished with a spell that would last for only three days. If at least one of his productions recieves critical praise and success from the audience, then Robin would be able to stay human forever. But, in exchange, Robin would have to give up his memories of being a frog to power the witches' spell. The little frog, seeing no other chance and wanting to really impress his uncle by any means necessary, signs the contract and becomes Sir Robin the Brave, the newest human guest star on the Muppet Show, who, due to the nature of the spell, has no memory of his past life and truly believes himself to be a human, much to the deja vu-fueled suspicions of Ariel. Robin goes on to star in several musical numbers, but, due to the interference of Taminella's Frackle minions and the wacky shenaningans of the unaware Muppets, they all foul up badly and leave the "prince" humiliated beyond compare. All of this ends up attracting the attention of the visiting princess Melora, who, having been cursed long ago by Taminella to speak in a backwards-rendition of English, sympathizes and falls in love with the klutzy frog-turned-royal, giving him much needed support in his acts.

Ursula watches all of this occur from Villains Vale and thus grows impatient that both Robin hasn't run out of time yet, nor has Ariel gotten the bait. But alas, she is forced to put that aside as Maleficent assigns her to team up with Captain Hook, Pete, and Calaveras to head to Port Royal in order to help Captain Hector Barbossa and his Undead Pirate Crew break the curse of the Aztec Gold of Cortes and in turn seize the Keyhole to their world. She contributes as little as possible during the mission so she can rush back to the Muppet Theatre at any time and fulfill her deal with Robin, but her lackluster performance does not go unnoticed by a furious Maleficent, who actively forbids her to act against her orders in favor of personal matters. The sea witch, long desiring her revenge by any means, ends up defying her and abandons ship during the Battle of Isla de Muerta to return to her lair in the Muppet Theatre's basement, finding out that three days had passed and Robin still had not managed to succeed in any of his assigned musical numbers.

Taking matters into her own tentacles, Ursula has Taminella cast a spell on Princess Melora, trapping her in her dressing room and making her unable to help Robin with getting through his last act before the sun set on the third day. It is at this point that Ariel finally realizes what is happening with "Robin" and Melora, and has Scuttle break the princess out of her prison so that she can step in at the last minute to try and salvage the "Rainbow Connection" production number and fulfill the conditions of the deal. But alas, it is too late, and Ursula reveals herself and her allies to seize Robin and take his soul as bait to lure in the gang, changing him back into his true form, sans any memories of his past and much to the horror of the Muppix cast. Ariel arrives immediately as Sailor Moon to confront her old nemesis, with her father King Triton by her side. Ursula takes the opportunity to try and worm her way into Ariel's mind, reminding her of how Eric had turned her away all throughout the adventure, then lying that he doesn't love her anymore, and that the only way to get him back and save Robin from his own bargain would be to sign away her soul to the Sea Witch for all eternity. Ariel seems to consider accepting Ursula's bargain for a moment, only to realize that if she did that, she would betray her friends and actively ruin everything she had worked hard to accomplish, and thus she refuses Ursula's deal, shouting back that she'll get Eric back one way or another, and that Ursula is lying about her love's current status; never again will she ever listen to any more of that old squid's lies and false promises.

It is at that moment when Eric, who had been spying on the conversation while hiding, reveals himself and decides to come clean about his actions. This causes Ariel to protest that she doesn't care about any false prophecy that Eric may be seeing; even if it does come true, she still won't leave her love's side as long as they can be together in the here and now, which causes Eric to reconsider his actions and willingly returns Ariel's love. While this is going on, Kermit and the gang are reunited with Robin and their devoted love for their friend is what restores his memories and remorse for his own actions, breaking the spell and the contract over him. Angered at this turn of events, Ursula decides to get rid of all of her enemies in one fell swoop, summoning hordes of puppet and sea creature-like Darkhearts to attack the heroes, though the monsters are all defeated rather easily. This leads to Ursula casting a spell to snatch the Trident from Triton's hands and use the powers of Darkness to once more become a giant. With the trident, Ursula turns King Triton into a lowly sea polyp, then does the same thing to Taminella and Hopper due to them both having outlived their usefulness to her plans.

The Highwind Crew and the Muppets thus battle the giant Sea Witch in an epic confrontation, ending when Taran uses his sword to knock the Trident out of Ursula's hands, causing it to land directly in Kamen Gaia's path. Long having had enough of Ursula's plans ruining their lives, Ariel and Eric combine their love power to throw the Trident through Ursula's heart, killing her once and for all and breaking the spell over all those she had ensnared in her web of lies. Back in the Forbidden Mountains, Hades would regard Ursula's death as being befitting of her and would abandon her to her fate due to her betrayal of their illustrious organization to satisfy her own vengeance, bringing in her sister, Morgana, to replace her in his Chthonic Loyalist faction.

In Between Empire and Fantasmic

Deep within the fiery shadowy pits of Tartarus, Ursula's soul was caged and tormented by the Imps of Bald Mountain as decreed by Hades for attempting to betray the Hellfire Organization, something which Morgana was all too eager to enforce. This resulted in Ursula feeling nothing but hatred towards the Lord of the Underworld for putting her in this position to begin with. So, it came to no surprise that during one hellish cycle, when the Archmage began his time-traveling quest to gather any worshipers of Chernabog willing to join the army of the Galactic Empire, Ursula vocally volunteered at the first opportunity to come with him out of this infernal pit and back into the land of the living. When she arrived in the Seekers' meeting place in the abandoned Imperial Palace on Coruscant, Ursula bears witness to the Archmage explaining his actions and of the Emperor's coming return, asking the other villains that if they follow his orders, then he will grant them a place in the New World that is to come. Ursula agrees fully to the Archmage's deal, hoping to get revenge on Ariel, Eric, Taran, and Hades all at once, though she regrets not being able to do the same to the recently departed Maleficent. As a reward for taking the deal, Ursula is reunited with the revived Flotsam and Jetsam to do her bidding once more.

The Fantasmic Dreamtime

For the first step of the Archmage's master plan to capture the Keybearers and use them to revive Emperor Palpatine back to his full strength, Ursula is sent to ambush the heroes just as they arrive in the Realm of Sleep by way of the 3 Good Fairies' sleep spell. Upon meeting the heroes face to face, Ursula can't help but cackle that the Archmage was correct in determining the location of Taran and Ellidyr's parties at that specific moment, but refrains from spilling the beans in favor of just letting them experience it for themselves. She then uses her magic-infused tentacles to destroy the boats headed for Slumberland, and engages the heroes in battle. Upon being beaten, Ursula simply summons a Dark Corridor to retreat to lick her wounds, before summoning a whirlpool to separate the heroes in different coasts of the Slumberland continent.

Much later, after Taran and Ariel's team is tricked into entering the Seekers' temporary base of operations in an illusionary copy of Imperial Coruscant, the Seekers divide up the heroes across the city, forcing them to confront their darkest fears so as to weaken them before their intended collection. Ariel in particular is stuck having to deal with Ursula, who mockingly congratulates her on finally winning the love of Prince Eric that she so desired, but at the cost of "turning away" her father and sisters from under the sea, and asks if it was worth all the sacrifices she made along the way...especially the unfulfilled deal she struck long ago. Melody, Ariel's daughter from the future, snaps otherwise that her mother did exactly what she needed to have the life she wanted, and that in her time the family has never been closer than before, but Ursula shuts up the little brat by trapping her with her tentacles, then proceeds to try and break Ariel's will with illusions of her mistakes, regrets, and fears of being abandoned by those she cared about. Thankfully, Ariel is able to snap out of Ursula's spell with Melody's encouraging words and vows to never give up hope for a peaceful future, forcing the Sea Witch to retreat, but not before knocking Melody unconscious and proclaiming that at the very least she has a sacrifice for the Emperor's chosen Messiah to feast upon...

When the remaining heroes, led by Ellidyr, reunite after their harrowing trials in the center of the High-rent district, they vow to rescue their friends and defeat Palpatine's forces once and for all. Upon storming the castle, they bear witness to the Archmage revealing the full scope of the Sith Order's Grand Plan, before summoning all of the Empire's current recruits, Ursula included, to take part to the awakening of Emperor Palpatine and his Dark Queen Narissa, merged with the essence of the Messiah of Silence. After a long and arduous battle against the forces of true evil, the heroes are triumphant when Ellidyr and Goliath rip the Eye of Odin from the Archmage's forehead, causing him to lose control over the timestream and forcing many of the deceased villains to be sucked back into the pits of Tartarus or their original time periods from whence they came. Those who are still alive in the modern era, among them Ursula, are forced to retreat through Dark Corridors to their true hideout, vowing vengeance against the Guardian-Princess Alliance of Light and that when they next meet, they will not be so lucky and etc.

Return of the Keyblade

The Second Trilogy

With the defeat of the Galactic Empire and the final sealing of the Christ-Blade, the forces of darkness were dealt a serious blow with many of the survivors, Ursula included, being sent by the newly established King Mickey of Disney-Land to a desolate asteroid prison out of the mercy in his heart in the hopes that one day their descendants will learn from the mistakes of their elders and rejoin society with hearts of light.

Nonetheless, the survivors of the original Hellfire Organization refused to back down so easily, and over the course of many years, built up their forces anew in the shadows by gathering into themselves the harmful energies of the asteroid isle, eventually forging a new Hellfire Organization with the aim of invading the worlds and taking their revenge on their hated enemies.

Ursula in particular has started to rebuild her lost magic by delving into ancient tomes of lore, hiding out in an occult book store located inside a cave and making deals with lost wayfarers to steal their souls to become as powerful as she was before. She's also engineered the Atlantica campaign by grudgingly loaning her hated sister the last remaining bottle of her original magical liquid in order to trick Melody into working for their worst interests.


Ursula is an obese cecaelia (a mythical being with the upper body of a woman and the lower body of an octopus) with lavender skin. The top side of her octopus half is pitch black and reaches up over her chest, resembling a shoulder less, backless gown. The underside is a bright violet color, while Ursula's short hair is stark white with a few grey streaks that stands on end. She also sports a widow's peak hairline. She wears various forms of make-up, including purple nail polish on her pointed nails, light blue eyeliner, dark purple eye shadow, bright red lipstick, and seemingly penciled-on black eyebrows. Ursula has a small beauty mark near her chin on the left side of her face.

She also wears a yellow spiral shell necklace on a thin black cord, as well as two violet, thinner spiral shells as earrings, one on each ear. Despite being based on an octopus, Ursula only has six tentacles, as opposed to an octopus's eight. This was a change made in the original film, because it would have been too expensive to animate eight tentacles.

When disguised as Vanessa, Ursula takes the form of a thin, fair-skinned young woman with long, black hair. She wears black shoes, pantyhose, and a navy blue and sky blue dress. She also wears red lipstick and a yellow seashell - which contains Ariel's voice - as a necklace. Her attire is very similar to the clothing Ariel wears as a human.


Ursula is scheming, manipulative, deceitful, and devious. She only cares for herself, and her "poopsies", Flotsam and Jetsam. She is a highly skilled manipulator, twice deceiving weaker individuals, first time being Ariel and the second being Robin the Frog, into helping her under false pretenses (she persuaded them both that she only wanted to help). Unlike the other villains, she cares about her minions, the "poopsies", treating them as almost like sons or beloved pets. She is very protective of them and becomes enraged and vengeful if they're killed in combat, to the point of a psychotic hate.