Henry James Waternoose III

"James, this company has been in my family for 3 generations. I would do anything to keep it from going under."

- Waternoose discussing with Sulley about his plans to save Monsters, Inc.

Henry J. Waternoose III, more commonly known as Mr. Waternoose or simply Waternoose, is the hidden secondary antagonist of Monsters, Inc. and a minor character in Monsters University. He is the founder and former chairman of the company, Sulley and Mike's former boss, mentor, best friend, and father figure, and one of Randall's former henchmen.

Waternoose assisted Randall in kidnapping children to test the Scream Extractor to save his failing company and agreed to help his boss with his machine in return for Randall helping Waternoose with the company's poor standards. In the end, Mr. Waternoose gets tricked into revealing Randall's plan to the CDA by Sulley and Mike; upon learning this horrifying news and the fact that Mr. Waternoose is actually Randall's main henchman, the CDA arrest him immediately and replace him with Sulley as the new CEO of Monsters, Inc.

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 child 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 Mr. Waternoose, his newly-hired henchman, that if Sulley and Mike were put away, he will help Waternoose with his power problem just so he could help him with his Scream Extractor. So Randall worked overtime one day to help Waternoose (but mainly to help himself), and accidentally left the door to the child that he intended to steal. By accident, Sulley opened the door and the young girl (Boo) was let into the monster world for the first time.

Monsters University
In the prequel, Waternoose doesn't physically appear, but is seen making a cameo appearance in a photo greeting teenage Sulley and Mike at Monsters, Inc. and shaking their hands. In the picture, he is seen as a younger, middle-aged monster with an Afro and facial hair.

Monsters, Inc.
In the film, 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 Mr. Waternoose that 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. Mr. 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. Mr. Waternoose tells them that he needs scarers 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 Mr. Waternoose, saying that it is "Bring an Obscure Relative to Work Day" and Waternoose obviously believes them, saying that 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 about Randall's plan to kill them when he is attending a training session for new monsters. But Mr. 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. Instead, he brings a door (not Boo's) and lets his boss Randall open the door for Sulley and Mike. Then Waternoose — revealing that he is lying to them and obeying Randall's orders — pushes Sulley and Mike into it and closes the door, trapping the duo in the Himalayas (where they end up having a falling out over Sulley listening to Mr. Waternoose rather than Mike). Only worried about going back to Monsters, Inc. and saving Boo, Sulley quickly scavenges parts from stockpiles from the Abominable Snowman, abandons an upset Mike, and goes to the nearest village to use a door and return to Monsters, Inc. to stop Randall.

Inside the secret lair, Mr. Waternoose thinks about his actions and listening to Randall and ultimately regrets banishing Sulley and Mike earlier. So he approaches his boss and tells him that he never should have trusted him with the plan since he had to exile his scarers because of him. However, Randall brushes it off, telling his henchman 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 Randall lowly growl in frustration and anger at Waternoose. However, Waternoose is forced to accept his boss's plan and watches him do it. 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 sudden return. Sulley then destroys the machine and throws it at Randall and his henchmen, pinning Mr. Waternoose against the wall and causing him a little pain. 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 does so and his henchman tells him to finish Sulley off (which Randall already intended to do). However, 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. Defending Boo, Sulley yells at Waternoose to leave her alkone since she is home now. In response, Waternoose says he can't do that since she and Sulley have seen too much of Randall's plan. Sulley tries to reason with Mr. Waternoose by telling him things don't have to be the way they are, only for Waternoose to say that he has no choice since scaring isn't enough anymore as the times have changed. A shocked and enraged Sulley asks Waternoose about kidnapping children, with Waternoose declaring that 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 Randall's plan and that he is actually working for him as his henchman 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 children laugh instead, thus generating even more power than screams and finally fixing the problem.

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, under Randall's orders. Since that day, Sulley, Mike, and Mr. 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. Mr. Waternoose becomes more villainous as this drive and desperation strips away his morals and is 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 yelled at Sulley and blamed him for "destroying" Monsters, Inc. and that it's his fault the crisis will now get worse. However, it was revealed that Sulley ended up making it better and also replacing Mr. 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 believed to be the first film's main antagonist and Randall's boss. The reason for this could be at one point, Waternoose was seen ordering Randall to kill Sulley. However, this is not 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, Mr. Waternoose was to be voiced by Kelsey Grammer after Coburn's death, but he dropped out for unknown reasons. Grammer previously voiced another Pixar villain: Stinky Pete in Toy Story 2, who coincidentally had a similar motive, regarding his villainy as Mr. 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 Mr. Waternoose's middle name 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.