Henry James Waternoose III

"An entire scarefloor out of commission. What else could go wrong?"

- Waternoose to Sulley when the CDA leave

"Finally! I never should have trusted you with this! Because of you, I had to banish my top scarer!"

- Waternoose feeling remorse for banishing Sulley and arguing with Randall

"Get up! There can't be any witnesses!"

- Waternoose to Randall when Sulley, Mike, and Boo escape

"I'll kidnap a thousand children before I let this company die, and I'll silence anyone who gets in my way!"

- Waternoose confronting Sulley

Henry J. Waternoose III, more commonly known as Mr. Waternoose, is the hidden secondary, but true, antagonist of Monsters, Inc. and a character in Monsters University. He is the founder and former chairman of the company (being replaced by Sulley), Sulley and Mike's former boss, best friend, mentor, and father figure, and Randall's former right-hand man.

Waternoose planned to kidnap kids to test his new machine to save his failing company and agreed to help Randall with his Scream Extractor in return for Randall helping Waternoose with the company's poor standards. In the end, Waternoose gets tricked into revealing his plan to the CDA by Sulley and Mike and, upon learning this horrifying news, the CDA arrest Waternoose immediately and have Sulley become the new chairman.

Beginnings
Waternoose was troubled that his company was starting to fail because more and more kids weren't scared of monsters anymore, and therefore, the energy used to power the city was being decreased.

Whenever a kid was let loose into the monster world or has touched a monster, the door has to be destroyed with a shredder, and losing power was no good. Randall agreed with his new assistant that if Sulley and Mike were put away, he'll help Waternoose with his power problem just so he could help him with his Scream Extractor. So Randall worked overtime one day and he accidentally left the door to the kid that he intended to steal. By accident, Sulley opened the door and the girl (Boo) was let in.

In Monsters, Inc.
In the film, Mr. Waternoose first appears when Thaddeus guesses leaving a door open could let in a draft, correcting him and saying it could let in a child and everyone is surprised to see he has arrived. Waternoose warns them there is nothing more deadly than a human child since they could get killed if it touches them. One of the monsters get scared and tell Waternoose he can't make them go in a child's room, but the boss tells him he will because they need power for the screams as he uncorks a can and lets a scream split the air. Waternoose proceeds to explain that their city is counting on the monsters to collect the children's screams as without them, they have no power, and since it is dangerous work, they need to do their best. He tells them he needs scares who are "confident, tenacious, tough, and intimidating" like his Top Scarer James P. "Sulley" Sullivan.

When Sulley and Mike disguise Boo in a monster costume, they make up a lie to Waternoose, saying it is "Bring an Obscure Relative to Work Day" and Waternoose obviously believes this by saying he must have missed the memo. Then he and the CDA agents leave to go to an audition for monsters practicing their scare tactics.

Later, when Sulley and Mike were carrying Boo, they try to tell Mr. Waternoose when he's attending a training session for new monsters. But Waternoose asks Sulley to demonstrate his scare tactics, and when Sulley roars at the simulation child, he accidentally scares Boo who reveals herself as a human child. After Mike tells Waternoose about Randall's plan, he takes Boo and promises to set things right for them. But he just lied to them. Instead, he brings a door (not Boo's) and tells his sidekick Randall to open the door for Sulley and Mike. Then Waternoose — revealing that he is lying to them — pushes Sulley and Mike into it and closes the door, trapping the duo in the Himalayas, where they end up having a falling out. Only worried about getting to Boo, Sulley quickly scavenges parts from stockpiles from the Abominable Snowman and goes to the nearest village to use a door and go back to Monsters, Inc.

Inside the secret lair, Waternoose regrets banishing Sulley and Mike and he tells Randall he never should've trusted him with the plan since he had to exile his scarers because of him. However, Randall brushes it off, saying they won't need scarers with his machine and that Sulley "got what he deserved" anyway. Waternoose argues back and defensively says that Sulley was twice the scarer Randall will ever be, which makes his boss growl in frustration and anger.

Waternoose accepts Randall's plan and watches him do it. Then Fungus tests the Scream Extractor on Boo as Randall watches in amusement. Before it can get to her mouth, a roaring Sulley intervenes at the last moment and pushes the Scream Extractor away with his strength, to which the villains are surprised to see his return. Sulley then destroys the machine and throws it at the three villains, thus pinning Waternoose against the wall. After Sulley rescues Boo, Waternoose (now seeing that Sulley is no longer his friend as he thought he would be) yells at Randall to get Sulley and Boo and an already-enraged Randall growls, turns invisible, and does so. Waternoose tells Randall to finish Sulley off and he does as told, but Mike — who has followed Sulley back into the monster world — accidentally gives away Randall's cloaking abilities by throwing a snowball at him instead of Sulley, who then punches Randall in the face and knocks him out. After the three escape, Mr. Waternoose tells Randall to go after them and says that there can't be any witnesses, to which Randall replies that there won't be.

While Sulley and Mike lead Randall on a wild chase through a large chamber where thousands of doors to the human world are kept, Waternoose rallies the CDA to arrest Sulley and Mike, believing them to be responsible for the entire incident. He also tells them to arrest anyone who comes out of the door, thus betraying Randall as well.

After the trio defeat Randall and go back to Scare Floor F, Mike distracts the CDA by driving them away into a room while Waternoose catches sight of Sulley with Boo and her door and chases them into the simulation room. Waternoose breaks into a room where Sulley has went into and confronts him, declaring he'll kidnap a thousand children before letting the company die and that he'll silence anyone who gets in his way. After knocking his former friend aside, Waternoose tries to grab Boo from her bed, but he instead grabs the simulation child, leaving him shocked and confused. Just then, the wall goes up to reveal that Mike was behind the controls this whole time. Mike, who has recorded the entire confrontation, plays back his favorite part to where Mr. Waternoose reveals his plan as he watches in bewilderment. With this incriminating evidence, the CDA turns on Waternoose and arrests him. As he is being dragged away, Waternoose angrily blames Sulley for "destroying" Monsters, Inc., saying that the energy crisis will only get worse because of him. However, this eventually proves to be wrong as Sulley replaces Waternoose as the CEO and makes kids laugh instead, thus generating even more power than screams and finally fixing the problem.

In Monsters University
In Monsters University, Waternoose is set to return. It is unknown whether he'll be considered a villain since the events in this movie take place before he becomes evil in Monsters, Inc. He will be voiced by Kelsey Grammer after James Coburn's death in 2002.

Personality
Originally, Waternoose had a gentle, fatherly facade with Sulley and he believed he was the best scarer. He used to be Sulley's father-like mentor and he liked him as his top scarer, only to turn on him and Mike and banish them later on; since that day, Sulley, Mike, and Waternoose have been enemies.

Later, he is only driven to villainy out of desperation to keep Monsters, Inc. afloat in the midst of the energy crisis. He becomes more villainous as this drive and desperation strips away his morals and he's determined to not let anything stop what he thinks will be the best way for the company to keep going, never bothering to look for other energy resources.

At the end of the first film, Waternoose got taken to jail by the CDA and he yelled at Sulley and blamed him for "destroying" Monsters, Inc. and that it's his fault the crisis will now get worse. But it was revealed that Sulley ended up making it better and also replacing Waternoose as the new CEO.

Appearance
Waternoose is completely bald and has green eyes. He has 5 eyes, 7 fingers, and 6 crab-like legs and has the ability to crawl on walls like a spider and make himself taller.

Trivia

 * Waternoose is often thought to be the first film's main antagonist and Randall's boss. This isn't true as there have been hints, indicating Randall is the true mastermind behind the plot and not Waternoose.
 * For example, after banishing Sulley and Mike, a regretful Waternoose admits Randall is behind everything when he tells him he shouldn't have gone through with his plan and trusted him with it as it resulted in him having to betray his employees.
 * He is the last character to be voiced by James Coburn right before he died on November 18, 2002.
 * In Monsters University, Waternoose will be voiced by Kelsey Grammer after Coburn's death. Grammer previously voiced another Pixar villain: Stinky Pete in Toy Story 2, who coincidentally had a similar motive regarding his villainy as Waternoose did in Monsters, Inc., being driven to go become a museum exhibit in Japan regardless of whether the rest of the Roundup Gang wanted to or not because of his being unloved and unnoticed at a toy store. As well, Grammer also voiced Sideshow Bob in The Simpsons.
 * It is currently unknown what Waternoose's middle name (J.) stands for as it was never told in the first film. It was once rumored that it stood for James, but no one knows for sure.