I'll kidnap a thousand children before I let this company die, and I'll silence ANYONE who gets in my way!
―Waternoose to Sulley

Henry J. Waternoose III is one of the two main antagonists of DisneyPixar's 2001 animated film Monsters, Inc. (alongside Randall Boggs). Pragmatic and fatherly, he is the former CEO of the company Monsters, Inc. Waternoose is notoriously a mentor for James P. Sullivan and holds him in high regard as the Top Scarer (only to eventually betray him and Mike by becoming Randall's partner-in-crime). Following his betrayal, Waternoose becomes more determined to save the company from bankruptcy, even if it means participating in Randall's scheme (despite his brief remorse over banishing Sulley and Mike).

Background

Personality

Initially, Mr. Waternoose has a calm and fatherly personality and has always been on good terms with Sulley and Mike. He has an affable and boisterous personality, especially when he is excited. However, he is only driven to villainy out of desperation to keep Monsters, Inc. afloat in the midst of the energy crisis (unlike Randall, whose jealousy towards Sulley gives him more of a villainous motivation). Mr. Waternoose becomes more villainous as this drive and desperation strip away his morals and he is determined to not let anything stop what he thinks will be the best way for the company to keep going, never taking into account looking for other energy resources.

Despite his actions, Mr. Waternoose still has a good chance at redemption as he was simply trying to save Monstropolis from the energy crisis, as well as being Randall's minion in the plot.

Physical appearance

Mr. Waternoose is a large obese gray crab / spider like monster, completely bald, with five eyes, and walks around on a set of six crab-like legs. He is always seen wearing a black tuxedo jacket over a white shirt, a red vest, and a black bow tie. When he was younger, he had an Afro-style hair and a mustache. A producer described him as a "cross between a spider and a crab."

Appearances

Monsters, Inc.

Mr. Waternoose is first shown at the beginning of the film, strictly informing Thaddeus Bile and the trainees about the dangers of a human child after Thaddeus has unsuccessfully tried to frighten a simulated child in bed.

That afternoon, Mr. Waternoose congratulates Sulley for having scared an entire slumber party. Shortly afterwards, the CDA arrive, when George Sanderson gets a sock stuck on his back. Mr. Waternoose expresses displeasure at the scare floor being put out of commission. Shortly after, Mr. Waternoose asks Sulley to come to the training room to give the trainees a scare demonstration. Sulley agrees, saying to start with the "Old Waternoose Jump and Growl".

Later, when Sulley and Mike were carrying Boo, they try to alert Mr. Waternoose while he is attending a training session for new monsters. However, he asks Sulley to demonstrate his scare tactics and when Sulley growls loudly, Boo reveals herself as a human child. Mr. Waternoose, taking Boo, promises to set things right, but instead reveals he is secretly in league with Randall as his henchman, worried for the future of the company. He brings a door from the vault and pushes Sulley and Mike into it and betrays them, and the door takes them to the Himalayas in Nepal. Sulley and Mike have a falling out. Sulley, only concerned about getting to Boo quickly scavenges parts from stockpiles from the Yeti, another exiled monster, and returns to the nearest village to use a door and return to Monsters, Inc.

Inside the secret lair, Mr. Waternoose expresses regret for ever having trusted Randall of attaining more scream from children and is annoyed that he had to exile Sulley, his best scarer because of Randall. He then watches as Randall and Fungus begin to test the scream extractor on Boo. Sulley intervenes at the last moment before the Scream Extractor gets to her mouth, dismantles the device, throws it at Randall and his henchmen, and rescues Boo. Mr. Waternoose then tells an already-angered Randall to stop and finish off Sulley, but Mike, who has followed Sulley back into the Monster World, accidentally gives away Randall's cloaking abilities, allowing Sulley to knock Randall off him by punching him in the face. After Sulley, Mike, and Boo escape, Mr. Waternoose tells Randall there cannot be any witnesses and Randall maliciously replies there will not be, hinting at possibly killing Mr. Waternoose as well.

While Sulley and Mike lead Randall on a wild chase through a large chamber where thousands of doors to the human world are kept, Mr. Waternoose rallies the CDA to capture Boo and arrest Sulley and Mike under the pretense that they are the criminals responsible for the entire incident.

After the trio defeats Randall and returns to Scare Floor F which is packed with CDA agents, Mike distracts the CDA by driving them away while Mr. Waternoose catches sight of Boo with Sulley and gives them a chase to the simulation room.

Mr. Waternoose breaks into the room Sulley ran into with Boo and confronts Sulley. Sulley tries to reason with Mr. Waternoose to not follow through with the plan because kidnapping children is wrong, but he declares he has no choice and will kidnap a thousand children before he lets the company die. Knocking Sulley out of his way, he tries to grab Boo from the bed, but he instead grabs the mechanical simulated child. Just then, the wall goes up to reveal that Mike is behind the controls. Mike, who has recorded the confrontation between Sulley and Mr. Waternoose, plays back his favorite part to reveal Mr. Waternoose's confession to the CDA as Waternoose watches in bewilderment. With this incriminating evidence, the CDA turn on Mr. Waternoose and arrest him. As he is being dragged away, he angrily accuses Sulley of "destroying" Monsters, Inc. and making the energy crisis worse. Roz arrives and congratulates Sulley and Mike for exposing Randall and Mr. Waternoose's evil plot. This seems to be a lose-lose scenario when Sulley realizes how true it is for the company's demise until Mike leads him to realize that laughter can put the company back in business, which it does as laughter is proven to be ten times more powerful than screams.

With this, Sulley is made the new CEO of Monsters, Inc. and it can be assumed that Mr. Waternoose regrets his actions when he hears about the company's rebounds in prison.

Monsters University

He was going to appear in the prequel, but this was dropped at the last minute. After Sulley and Mike begin their new jobs at Monsters, Inc., they eventually work their way up to the position of the scaring team job that they have in the first film. This is revealed to the viewer when Mike's M.I. locker shows photos of them beginning this job and shaking hands with Mr. Waternoose. This is likely when the bond between him and Sulley began to grow. In the photo, he sports a black afro and a chinless beard which he lost some time before M.I.

Disney Parks

Monsters, Inc. Laugh Factory

Waternoose managed to escape from prison and used a door called "the Master Door" to go into children's rooms and scare them to the point that they were terrified of the monster comedians. When Sulley and Mike hear of Waternoose's escape, they decide to set a trap for him in Boo's room. Mike ruins the trap after falling onto a jaw trap.

Waternoose bursts through the door and sees Sulley and Mike. Waternoose tries to close the door, but Sulley stops the door from closing and he and Mike follow him into a Fear Factory. Mike then decides to destroy the Master Door with an ax. Waternoose tries to stop him from destroying the door, but misses when Mike dodges his attack. He then tries to convince Sulley to team up with him and in return, he will teach him how to use the Master Door.

Sulley refuses and Waternoose goes insane, angrily grabbing the ax and trying to kill Sulley with it. Sulley grabs the ax and throws Waternoose into the door. He feigns defeat to Sulley while secretly activating the Master Door. He then escapes through the door, leaving Sulley and Mike trapped in the Fear Factory. Waternoose was ultimately captured and put back in jail by the CDA.

Later, Randall and Waternoose would be freed by Sid Phillips and the three would together work on another revenge plot. They cut off the door power when Sulley and Mike return from a visit to Boo's and try to figure out how to go about their revenge. Randall turns down Waternoose's idea of a frame job and Sid just wants his reward of being given the door system patents to become rich in the human world.

Eventually, Celia and Boo escape when Boo activates her door and the three villains give chase while shutting Mike and Sulley out of it. Going to the neighbor's house, all three try to capture them, but Celia and Boo make it to the resident child's closet and bring the three right to a CDA task force waiting to take them into custody.

Gallery

Wiki.png
The Disney Wiki has a collection of images and media related to Henry J. Waternoose III.

Trivia

  • Although Waternoose ended up becoming involved in abducting Boo (despite his claims of children being toxic to monsters), it is never made clear whether he knew children were not toxic and thus lied about their danger to the monsters or if he did truly believe they were toxic, but felt saving the company from bankruptcy was worth the risk of being poisoned by a child and potentially killed.
  • In Monsters University, Waternoose was originally going to be voiced by Kelsey Grammer (who had previously voiced Stinky Pete in Toy Story 2), replacing James Coburn after his death in 2002, but the character was dropped out from the film for unknown reasons during production. Instead, the character made a cameo appearance in a picture at the end of the film.
  • Though Waternoose states that the company had been in his family for three generations, any attempt to name him as "Henry J. Waternoose III" is an assumption that his name was passed down from grandfather to father to son. His father's and his grandfather's names are never stated and could have easily been unique names for each one.
  • Waternoose was the first Pixar villain to have his true motives caught on camera, the second being Ernesto de la Cruz from Coco. However, Waternoose had more firm reasons for his actions as he was trying to save his company from bankruptcy and stop the energy crisis.
  • Waternoose is more of an anti-villain since his only goal was to save the company, for which he meant well with good strategy, only to end up pursuing it in the wrong direction afterwards.
  • Waternoose plan could result in the death and permanent mental trauma of the kidnapped children as the scream extractor can potentially suffocate a child to death as it shows when Fungus unable to breath when the machine is used on him.

External links


v - e - d
Monsters, inc logo.png
Media
Films and Television: Monsters, Inc.Mike's New CarMonsters UniversityParty CentralMonsters At Work

Soundtracks: Soundtrack (Monsters, Inc.)Soundtrack (Monsters University)
Books: Disney's Wonderful World of Reading (Monsters, Inc.)Little Golden Book (Monsters, Inc.)Disney's Wonderful World of Reading (Monsters University)Little Golden Book (Monsters University)
Video Games: Monsters, Inc.Monsters, Inc. Scream ArenaMonsters, Inc. Scream TeamMonsters, Inc. Scream Team TrainingMike's Monstrous AdventureDisney UniverseDisney InfinityKingdom Hearts IIIDisney Emoji BlitzDisney Heroes: Battle Mode

Disney Parks
Disney Animation BuildingMonsters, Inc. Laugh FloorMonsters, Inc. Mike & Sulley to the Rescue!Monsters, Inc. Ride & Go SeekPixar Pal-A-Round

Entertainment: "A Whole New World" A Magical Disney SongbookDisney's Showtime SpectacularPixar Playtime Pals
Restaurants: Adorable Snowman Frosted Treats
Shops: Monsters, Inc. Company Store
Parade: Block Party BashDisney's Dreams On Parade: Moving OnDisney Stars 'n' CarsJubilation!Paint The Night ParadePixar Play ParadeTokyo Disneyland Electrical Parade: DreamLights
Firework: Happily Ever AfterILLUMINATE! A Nighttime CelebrationTogether Forever: A Pixar Nighttime SpectacularWonderful World of Animation
Spring: Disney's Easter WonderlandDisney Color-Fest: A Street Party!
Summer: Stitch and Friends Summer Surprise
Halloween: Maze of Madness: The Nightmare Experiment Continues
Christmas: A Totally Tomorrowland Christmas

Characters
Monsters, Inc.: James P. SullivanMike WazowskiBooHenry J. WaternooseRandall BoggsFungusRozCelia MaeNeedleman and SmittyFlintThaddeus BileJerry SlugworthGeorge SandersonCharlie ProctorChild Detection AgencySushi ChefYeti

Monsters University: Karen GravesFrank McCayArtTerri and Terry PerryScott SquibblesDon CarltonJohnny Worthington IIIChet AlexanderCarrie WilliamsDean HardscrabbleProfessor KnightSheri SquibblesClaire WheelerBrock PearsonArchie the Scare Pig
Monsters At Work: Tylor TuskmonMillie Tuskmon • Mr. Tuskmon • Val LittleFritzCutter • Duncan • Roze • Bernard

Songs
If I Didn't Have YouPut That Thing Back Where It Came From or So Help MeThe Scare FloorMonsters University
Locations
Paris, FranceMonstropolisMonsters, Inc.Harryhausen'sHimalayasBoo's RoomTrailer Son and MomMonsters UniversityFear Tech
Objects
Scarer's LeaderboardScream CanisterDoorLittle MikeyPixar BallPizza Planet truck
See Also
Monsters, Inc.: Laugh FactoryThe Art of Monsters, Inc.Monsters, Inc. 2 (Circle 7 Screenplay).The Art of Monsters UniversityThe Science Behind PixarPixar in a BoxOozma KappaRoar Omega RoarJaws Theta ChiSlugma Slugma KappaEta Hiss HissPython Nu KappaScare Games


v - e - d
Disney Villains Logo.png
Members
The Evil QueenChernabogQueen of HeartsCaptain HookMaleficentCruella De VilUrsulaJafarScarHadesDr. Facilier

Other Disney Animation Villains: PeteBig Bad WolfLonesome GhostsMortimer MouseMagic MirrorHonest JohnGideonStromboliMonstroPink ElephantsRingmasterThe Headless HorsemanLady TremaineAnastasia TremaineDrizella TremaineLuciferCheshire CatCard SoldiersMr. SmeeSi and AmAunt SarahDiabloJasper and HoraceMadam MimKaaShere KhanEdgar BalthazarPrince JohnSir HissSheriff of NottinghamHeffalumpsWoozlesMadame MedusaBrutus and NeroAmos SladeHorned KingProfessor RatiganFeliciaSykesFlotsam and JetsamPercival C. McLeachGastonIagoShenzi, Banzai, and EdGovernor RatcliffeClaude FrolloPain and PanicFatesShan YuClaytonSaborYzmaLyle Tiberius RourkeCaptain GantuDr. Jumba JookibaJohn SilverScroopBowler Hat GuyDorisLawrenceDr. Facilier's ShadowMother GothelStabbington BrothersKing CandySour BillHansDuke of WeseltonYokaiBellwetherTamatoa
Pixar Villains: Sid PhillipsScudHopperMoltEmperor ZurgStinky PeteRandall BoggsHenry J. Waternoose IIIBruceSyndromeChick HicksChef SkinnerAUTOCharles F. MuntzLotsoMiles AxlerodProfessor ZMor'duThunderclapErnesto de la CruzEvelyn DeavorDragon the Cat
Other Villains: Br'er FoxBr'er BearOogie BoogieWinifred SandersonMary SandersonSarah SandersonDr. HämstervielQueen NarissaWicked Witch of the WestRipslingerHitchhiking Ghosts

Disney Parks
Celebrate A Dreams Come True ParadeCelebrate the MagicCinderella Castle Mystery TourCherish the MemoriesClub VillainDisney's FantillusionDisney's Maleficious Halloween PartyDisney's Not-So-Scary Halloween ShowDisney's Once Upon a Dream ParadeDisney Dreams!Disney's Stars 'n' Cars... As Never Seen BeforeFantasmic!Feel the MagicFrightfully Fun ParadeGlow in the Park Halloween ParadeHappy HallowishesHocus Pocus Villain SpelltacularInferno Dance PartyIt's Good To Be Bad With The Disney VillainsIt's Good to Be Bad Villainous CelebrationIt's Party Time... with Mickey and Friends... and the Disney VillainsMickey's Boo-to-You Halloween ParadeMickey and his Magic Halloween NightRe-Villains! Halloween ParadeSorcerers of the Magic KingdomThe Disney Villains Halloween ShowtimeThe Nightmare ExperimentThe Villains WorldUnleash the VillainsVillains GardensVillainy in the SkyVillains Mix and MingleVillains Night Out!Villains Tonight!WishesWorld of Color
Media
Mickey's House of VillainsOnce Upon a HalloweenDescendantsDescendants 3Disney Villains: Simply Sinister SongsDisney Villains Songbook

Video Games: Disney Villains ChallengeDisney's Villains' Revenge
Books: Disney Villains: The Essential GuideDisney Villains: Delightfully Evil: The Creation • The Inspiration • The FascinationDisney Villains: The Essential Guide to the Evilest of Them All


v - e - d
Disney Crossy Road Logo.png
Media
Disney Crossy RoadSoundtrack
Disney
Mickey Mouse & Friends: MickeyMinnieDonaldDaisyGoofyPlutoFifiPeteClarabelle CowHorace HorsecollarWillie the GiantChip and DaleMortimer MouseChief O'HaraDetective CaseyButch the BulldogGolden HarpFather TimePeter Pig

The Lion King: SimbaNalaShenzi, Banzai, and EdOstrichGazelleRhinoHippoZebraBlue BeetleGrubZazuRafikiTimonPumbaaMufasaScar
Tangled: RapunzelFlynn RiderStabbington BrothersPub ThugsAttilaVladBig NoseHook HandUlfShortyPascalMaximusMother GothelThe KingThe QueenCaptain of the GuardsWarthogThe Lantern
Wreck-It Ralph: RalphVanellopeFelixSgt. CalhounKing CandyTaffyta MuttonfudgeCandleheadSurge ProtectorGeneNicelandersRancis FluggerbutterOther Sugar Rush RacersSour BillBlue RacerGeneral Hologram
Big Hero 6: Hiro HamadaBaymaxRobert CallaghanGo Go TomagoHoney LemonWasabiFredFred's DadTadashi HamadaCassYamaAlistair KreiHeathcliffAbbigail CallaghanAttilaSergeant GersonCass
Zootopia: Judy HoppsNick WildeFlashClawhauserGazelleYaxBogoMayor LionheartBellwetherDougFinnickMr. BigMr. OttertonManchasGideonJerry Jumbeaux Jr.NangaPriscillaMr. HoppsMrs. HoppsBusiness LemmingDuke WeaseltonFru FruKozlovOfficer McHornWrangledWreck-It RhinoPig Hero 6
The Jungle Book: MowgliKaaBalooAkelaRakshaGrayShere KhanColonel HathiKing LouieBandar-Log MonkeyFlying SquirrelCrocodilePeacockVultureElephantBee Hive
Alice Through the Looking Glass: Alice KingsleighDormouseTweedledee and TweedledumCheshire CatBandersnatchBayardWhite QueenMarch HareWhite RabbitMad HatterAbsolemTimeWilkinsHumpty DumptyRed QueenBorogroveFrog Delivery ManGentleman FishVegetable SoldierVegetable ServantVegetable ExecutionerArmored Chess Piece
Pirates of the Caribbean: Jack SparrowWill TurnerElizabeth SwannJoshamee GibbsTia DalmaJames NorringtonMartyCottonBootstrap Bill TurnerPintelRagettiAngelicaBlackbeardPrison DogMaccusDavy JonesHelmsmanPhilip SwiftSyrenaCaptain SalazarGhost LesaroShansaHenry TurnerCarina SmythThe RedheadMurtoggMullroyTreasure ChestStray CatTinyPirate With PigsGhost SharkGhost SeagullAuctioneer
Aladdin: AladdinJasmineThe SultanPrince AchmedGazeemRazoulRajahIagoAbuGenieJafarMagic CarpetPink FlamingoBeggar JafarGolden Scarab BeetleMagic LampSnake CharmerGolden Camel
The Nightmare Before Christmas: Jack SkellingtonSallyLock, Shock, and BarrelOogie BoogieSanta Claus
Mulan: MulanYao, Ling, and Chien PoFa LiFa ZhouHayabusaKhanCri-KeeLittle BrotherMushuShan YuCaptain Li ShangThe Emperor of ChinaThe MatchmakerGeneral LiGrandmother FaFirst Ancestor FaChi-FuGreat Stone Dragon
Moana: MoanaSinaFrigatebirdChief TuiGramma TalaPuaFrigatebirdKakamora ChiefMauiHeiHeiGhost MataiEelTamatoaFrog MonsterSloth MonsterEight Eyed BatChicken FeedMaui's HookThe Ocean
Beauty and the Beast: BelleMauriceChip PottsMrs. PottsGastonLeFouFrouFrouChapeauPlumetteBeastCogsworthLumiereThe Enchantress
Lilo & Stitch: Lilo PelekaiNani PelekaiDavid KawenaMrs. HasagawaMertle EdmondsStitch
DuckTales: Scrooge McDuckDonald Duck (Classic)Huey, Dewey, and LouieWebbigail VanderquackMrs. BeakleyBeagle Boys (Big Time, Burger, and Bouncer)GyroDarkwing DuckFalcon GravesPixiu Chinese DragonPeghook's GhostLaunchpad McQuackHack and Slash SmashnikovGizmoduckShadow MagicaMa BeagleFlintheart GlomgoldPharaoh Toth-RaHeadless Man-Horse

Pixar
Toy Story: WoodyJessieBuzz LightyearHammEmperor ZurgRexSlinky DogMrs. NesbitBo PeepWheezyBabyheadBullseyeLennyThe ProspectorMint in the Box ProspectorTrixieBig BabyGreen Army MenBabyfaceJaney DollStretchBookwormRocky GibraltarMr. PricklepantsChucklesButtercup

Inside Out: JoySadnessAngerDisgustFearBing BongFrank and DaveForgettersJanglesRainbow Unicorn
Finding Dory: DoryDebGurglePearlSheldonTadGillBloatSquirtNemoMarlinJacquesBubblesDestinyBaileyGeraldFlukeRudderHankCrushMr. RayBeckyAnglerFishOtterCharlieJennyPhilip Sherman
Monsters, Inc.: BooNeedlemanWaxfordC.D.A. AgentMike WazowskiCelia MaeFlintMr. WaternooseJames P. SullivanRandall BoggsRozPhlegmCharlieSimulation KidGarbage CubeHarleySpike
The Incredibles: Bob ParrHelen ParrDashVioletJack-JackLucius BestSyndromeEdna ModeRick DickerGilbert HuphKari McKeenBomb VoyageRusty McAllisterThe UnderminerOmnidroid

Disney Parks
The Haunted Mansion: Professor Phineas PlumpMaidGargoyleCaretaker and DogButlerSally SlaterHeadless KnightExecutionerSpiderMadame LeotaRavenConstance the BrideThe OratorThe Muse
Community content is available under CC-BY-SA unless otherwise noted.