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
as The Evil Queen (voice)
Corey Burton
as Cauldron (voice)
Pat Carroll
as Performer of "Sidekicks and Henchmen"; Ursula (archive voice)
Grant Bardsley
as Taran
Susan Sheridan
as Princess Eilonwy
Nigel Hawthorne
as Fflewddur Fflam
John Byner
as Gurgi
Eda Reiss Merin
as Orddu
Adele Malis-Morey
as Orwen
Billie Hayes
as Orgoch
Clarence Nash
as Donald Duck
Billy Bletcher
as Tiny Tom (Peg Leg Pete)