On the night before Halloween, the Evil Queen from Snow White and the Seven Dwarfs plans to conquer Halloween, and asks her cauldron to show you several villains, to which one of them helps her in her plan, such as Peg Leg Pete from Mickey & Co., Ursula from The Little Mermaid, Captain Hook from Peter Pan, Yzma from The Emperor's New Groove, Professor Ratigan from The Great Mouse Detective, Alameda Slim from Home on the Range, and Judge Frollo from The Hunchback of Notre Dame The cauldron also explains its origins and The Horned King, both from The Black Cauldron.

Susanne Blakeslee
The Evil Queen (voice)

Corey Burton
Cauldron (voice)

Pat Carroll
Ursula (voice) (archive sound)

Grant Bardsley
Taran (voice) (archive sound)

Susan Sheridan
Princess Eilonwy (voice) (archive sound)

Nigel Hawthorne
Fflewddur Fflam (voice) (archive sound)

John Byner
Gurgi (voice) (archive sound)

Eda Reiss Merin
Orddu (voice) (archive sound)

Adele Malis-Morey
Orwen (voice) (archive sound)

Billie Hayes
Orgoch (voice) (archive sound)

Susanne Blakeslee
The Evil Queen (voice)

Corey Burton
Cauldron (voice)

Pat Carroll
Ursula (voice) (archive sound)

Grant Bardsley
Taran (voice) (archive sound)

Susan Sheridan
Princess Eilonwy (voice) (archive sound)

Nigel Hawthorne
Fflewddur Fflam (voice) (archive sound)

John Byner
Gurgi (voice) (archive sound)

Eda Reiss Merin
Orddu (voice) (archive sound)

Adele Malis-Morey
Orwen (voice) (archive sound)

Billie Hayes
Orgoch (voice) (archive sound)