Captain Hook is a pirate with a grudge. Although he fancies himself too clever for an impudent imp like Peter Pan, in their last bout the boy fed Hook's hand to a crocodile. Now Hook wants revenge, and his ship and all its men will stay anchored in Never Land's waters until he gets it. If only he could find Pan's hideout, he'd trap him in his lair. The deed will take diabolical planning and a treacherous streak of charm, and no one takes greater pleasure in both than Hook. If only that dreaded crocodile would stop circling his ship, licking its chops for the rest of him, he might be able to concentrate on the matter at hand ... er ... hook.

Captain Hook's crew is a ragtag bunch dying to put out to sea for some real pirating again. Tired of Hook's obsession with Peter Pan, one of them even dies of boredom. As the swabby sings a cadenza about the short life of a pirate, the annoyed Hook shoots him from his yardarm perch. With treatment like that, it's no wonder none of them dare challenge Hook. Instead they vent their frustration on the first mate, Mr. Smee, with knife-throwing, belly-jabbing, throat-slitting threats.

Captain Hook's loyal first mate, Mr. Smee, wants to give up this vain quest for revenge against Peter Pan. That may be the smartest idea that's ever echoed in his thick skull, since his true following is following Hook's orders. He'll happily do anything for his "Cap'n," even tie Indian Princess Tiger Lily to an anchor for drowning at high tide. Obviously dangerous in his efforts to please, he's sometimes even a threat to Hook himself. Nailing up a "do not disturb" sign outside the captain's cabin, he unknowingly hammers the tyrant senseless. Mistaking Hook's daze for a good mood, he blathers, "Well, Cap'n, it's nice to see you smiling again. Brings back the good ol' days when we was leadin' a healthy, normal life, scuttling ships and cutting throats. Oh, Cap'n, why don't we put to sea again?"

Actor Hans Conried lent Captain Hook not only his distinctive voice, but also his skill at dramatic character gesticulation, performing extensive live-action reference for the character. He also performed the same dual role for the character of Thomas Jefferson in "Ben and Me" (1953), posed live-action for King Stefan in "Sleeping Beauty" (1959), and enjoyed repeat performances as the acerbic Magic Mirror in many Disney specials and TV episodes. Outside of Disney he's probably best known as Uncle Tonoose on the "Make Room for Daddy" TV series of the '50s and as Doctor T. in "The 5,000 Fingers of Doctor T." (1953).

Film: "Peter Pan" (1953) Voice Artist/Model: Hans Conried

The evil fairy Maleficent is responsible for all misfortune that befalls Stefan's kingdom; even the merest killing frost bears her mark. So when only the good fairies are invited to bestow gifts upon the newborn princess Aurora, the slighted sorceress arrives in a thunderclap to bestow her own "gift." "Before the sun sets on her sixteenth birthday, she shall prick her finger on the spindle of a spinning wheel and die." For 16 years, the Forbidden Mountains thunder with wrath and frustration as the meddling good fairies keep Aurora hidden from Maleficent's searching minions. Beyond a matter of honor, this has become a matter of ego. Her pride, her evil will not be denied. So Maleficent sends her beloved raven to search for Aurora. Just as the curse is about to expire, Maleficent finds her quarry and strikes. Savoring her victory over the weeping good fairies, she gloats, "You poor simple fools, thinking you could defeat me, me! The mistress of all evil." But Maleficent had best not underestimate her virtuous adversaries. Before the day is done, she'll have to assume her most fearsome guise, as a fire-breathing dragon, to defend all she's won.

Maleficent's fearfully caustic persona was voiced by Eleanor Audley, who had previously performed Lady Tremaine, the wicked stepmother in "Cinderella" (1950). She also provided filmed inspiration for both of these infamous characters. Dancer Jane Fowler shared live-action reference duties for Maleficent.

Ask Cruella how she's feeling and she'll reply with extravagant glee, "Miserable, darling, as usual. Perfectly wretched." And that's the way she likes it. Fur coats are her only love in life. She adores fur, "absolutely lives for it," and the fur she lives for today is the spotted variety -- dalmatian, that is. Roger and Anita's dalmatians. "Such perfectly beautiful coats," she purrs as she plots, thinking how much better those spots would look on her. Who cares if Pongo and Perdita's tiny pups are rather attached to that fur -- or that they're not for sale at any price? She'll do whatever she has to do to get those beasts and their coveted coats. And once in her evil hands, those puppies must never leave "Hell Hall" alive. Cruella may live for fur -- but the pups, well, she doesn't give much thought to them.

Created by Marc Davis, talented animator of both Maleficent and Cinderella, Cruella is considered a masterpiece of animation art and design. Voiced by Betty Lou Gerson (who also voiced Mrs. Birdwell of the "What's My Crime" gameshow panel), she performed a manic take-off on famous actress Tallulah Bankhead. Character actress Mary Wickes (recently seen in "Sister Act" and "Little Women") performed the live-action reference that helped bring to life one of the most wicked of Disney villains. Film: "101 Dalmatians" (1961) Voice: Betty Lou Gerson Live action reference: Mary Wickes

In search of the sound of a dragon's fiery breath, sound effects man Jim Macdonald asked the U.S. Army to send the studio some training films on flame throwing and found just the blazing wrath he was listening for.

Film: "Sleeping Beauty" (1959) Voice Artist: Eleanor Audley

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