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 Randall with his machine in return for Randall helping Waternoose with Monsters, Inc.'s poor standards. In the end, 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 Randall's main henchman, the CDA arrest him immediately and replace him with Sulley as the CEO of Monsters, Inc., finally resolving the energy crisis.

Beginnings
Recently, Mr. Waternoose was troubled that Monsters, Inc. was starting to fail because more children weren't scared of monsters anymore like they used to. Therefore, the energy used to power the city was being decreased and Waternoose soon became broke because of this.

Whenever a child was let loose into the monster world or has touched a monster, Waternoose would order his people to have the door destroyed with a shredder immediately.

Afterwards, Randall makes a deal with Mr. Waternoose and tells him that if Sulley and Mike were put away, he would help Waternoose with his power problem just so he could help him with his Scream Extractor and Waternoose agrees to this. Randall then hires Waternoose as his most trusted henchman.

One day, Randall begins to work overtime and accidentally leaves the door to the child that he had intended to steal. By accident, Sulley opens the door and the young girl (Boo) is accidentally let into the monster world for the first time, unbeknownst to everyone else.

In Monsters University
In the prequel, Waternoose doesn't physically appear, but is seen making a cameo appearance in a photo greeting teenaged Sulley and Mike when they arrive at Monsters, Inc. and shaking hands with them.

In the photo, he is seen as a younger, middle-aged monster with an Afro and facial hair.

In Monsters, Inc.
Waternoose first appears when Thaddeus guesses that leaving a door open could let in a draft, correcting him and saying that it could let in a child. Everyone is surprised to see that their somewhat intimidating boss has arrived. Waternoose warns them there is nothing more toxic or deadly than a human child since they could get killed if it touches them even once. 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. 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 really need to do their best. He also tells them that he needs scarers who are, as he describes, "confident, tenacious, tough, and intimidating" like his top scarer James P. Sullivan.

When Sulley and Mike disguise Boo in a monster costume, they make up a lie to Mr. Waternoose, claiming 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.

Afterwards, when Sulley and Mike were carrying Boo, they try to report to Mr. Waternoose and tell him about Randall's evil plan to kill them when he is attending a training session for new monsters. However, 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 Randall, who is revealed to be Waternoose's boss, open the door for Sulley and Mike. Then Waternoose — revealing that he is lying to them and instead obeying Randall's orders — pushes Sulley and Mike into the door and quickly closes it before Sulley can run back in, 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. After Randall puts a scared Boo into his seat to extract her screams, Waternoose approaches his boss and tells him that he never should have trusted him with the plan since he had to exile his scarers in the end all because of him. Randall nonchalantly brushes this off, telling his henchman that they won't need scarers with the Scream Extractor and that Sulley "got what he deserved" anyway. Angered with Randall and his heartless actions, Mr. Waternoose defensively tells Randall that Sulley was twice the scarer he will ever be. This makes Randall lowly growl in frustration and anger at Mr. Waternoose. However, Waternoose is forced to accept his boss's plan and to stand back and watch 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 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. As well, Waternoose tells his boss to finish Sulley off (which Randall had already intended to do as well), thus ordering him around for the first time. 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 alone 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 for Randall 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 he watches in shock and bewilderment. With this incriminating evidence, the CDA turns on Waternoose and arrests him for his being in cahoots with Randall. As he is being dragged away, Mr. 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.

It is unknown what happened to Mr. Waternoose afterwards, but he most likely remained in prison for many years for him being in cahoots with Randall.

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.

Despite being Randall's henchman, Waternoose is a bit more sophisticated than his boss.

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 gets taken to jail by the CDA after Randall's plan is exposed. He yells at Sulley and blames him for "destroying" Monsters, Inc. and that it is his fault that the crisis will now get worse. However, it was revealed that Sulley ended up making it better and also replacing Mr. Waternoose as the 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 a few times. However, this is definitely not true as there have been hints indicating Randall is the true mastermind and not Waternoose.
 * For example, after banishing Sulley and Mike, Waternoose regrets doing so and admits that Randall is behind everything when he tells him he shouldn't have trusted him and gone through with his plan since it resulted in him having to betray his own employees, which Randall brushes off and forces Waternoose to be silent.
 * 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 going to be voiced by Kelsey Grammer after Coburn's death, but he dropped out at the last minute for an unknown reason. 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.
 * Waternoose is similar to Ian Hawke: Both are child abusers, want to make lots of money, become enemies with the child's guardian, and start off as good guys, but in the end, are really selfish and cruel.
 * Waternoose is also similar to Miles Axlerod: They both appear to be friendly at first, but in the end, they are really selfish and greedy jerks. As well, they both get arrested.