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Villain Overview
Can your ideas change the world?
~ Chester V
Food with legs is much harder to catch. They hide, they fight back, they wanna live. Blugh! But now that I control your FLDSMDFR, I can pave your island and work in complete secrecy. Livecorp will remain the coolest, hippest company in the world with the new Foodbar version 8.0!
~ Chester V's evil plan.
I saved myself!
~ Chester V's last words before being eaten by the Cheespider.

Chester V, also known as the "Ghost Man", is the main antagonist of Sony Pictures Animation's 11th feature film Cloudy with a Chance of Meatballs 2. He was the founder and CEO of Live Corp (also known as Evil Corp, while spelled backward). He is Flint's archenemy and former idol. He is also one of the evilest Sony Pictures Animation villains to date.

He was voiced by Will Forte, who also played Principal Farquhare in The Cleveland Show.


Chester V is a tall, slender, elderly man with pale skin, green eyes, short white hair, and a short white beard. He wears an orange vest, a black shirt, black pants, orange and white shoes, and glasses.

His head, neck, and the collar of his vest resemble an incandescent light bulb. When he was younger, he had red hair.


Chester V is known to be deceptive, conceited, fraudulent, callous, egotistical, and manipulative, as he will do what it takes to further his goals while showing no regard to anyone's life other than his own. He appears to have great knowledge of Chinese proverbs and greets others with "Namaste", a common greeting used by Hindus, suggesting that he may also be extremely knowledgeable and intelligent of Indian culture, and presumably other world cultures in general.

To the public, Chester V displayed a character of brilliance and encouraged others to create ideas to "change the world". In reality, he was more concerned about the popularity of his company and was willing to make it more popular by creating a lone line of Food Bars. Chester V has a great fondness for them more than any other of his creations. He also has several holograms who help him with his goals.

Though at first, Chester V is apparently trying to protect the world from dangerous Foodimals, it later turns out the Foodimals are friendly and that he was actually planning on making the Foodimals into food bars to improve his business. He also shows some sadism as seen when almost kills Flint's friends despite promising to spare them.

Chester had no respect for his assistant Barb as he repeatedly called her "Monkey" instead "Ape" and even berated her, stating that he works alone. This would be a grave mistake for Chester, as he believed Barb would still be loyal to him, not knowing that she would turn against him for his treatment.

Ultimately, his greed would lead to his evil plans becoming both exposed and foiled, as well as his eventual defeat and demise, as his plans were foiled by Flint Lockwood, his friends, and the Foodimals. This along with his egotistical nature, showcases how much of a fraud he is. He proved that he would do anything to get his way; even killing the friends of something who looked up to him. Despite his evil nature, Chester remains somewhat comedic and over-the-top. While this is mostly a front, he moves and acts in an even goofier fashion than the other characters. This lessens his evil side despite his heinous crimes.


Early Years

Chester V's origins are quite unknown, but in his early years, he made his first invention known as the food bar and then began to invent and founded Live Corp. A world-renowned scientist (very clearly a parody of the late Steve Jobs), apparent super-inventor, and the CEO of Live Corp, Chester invented various items, such as Live Corp's ever so popular food bars, his assistant: Barb, and presumably; his holograms programmed to travel and run errands where the real Chester couldn't go.

However, he was extremely greedy, malicious and acquisitive, as he eventually went insane trying to expand his company's popularity, calling it "the coolest, hippest factory in the world". Around some point, his orange facial hair went white and he began to wear a Live Corp vest instead of a lab coat. He also discovered Flint's latest, "destroyed" FLDSMDFR, and tracked down the invention; discovering that the FLDSMDFR survived the explosion.

Immediately, Chester sent one of his holograms and Live Corp members to the food covered Swallow Falls in search of the machine, which Chester wanted to use to develop his latest food bar: the Live Corp Food Bar 8.0.

Arrival at Swallow Falls

He relocated Flint, his friends, and the citizens of Swallow Falls to San Franjose, California. Unbeknownst to Flint, the FLDSMDFR survived the explosion and landed in the center of the island, and Chester was determined to find it.

Chester invited Flint, his biggest fan, to work at Live Corp, where he meets Chester's assistant Barb, a talking orangutan with a human brain. Meanwhile, Chester was informed that his search-parties on the island were been attacked by monstrous cheeseburgers which were learning how to swim.

Fearing the world's inevitable doom, Chester tasks Flint to find the FLDSMDFR and destroy it once and for all by using The BSUSB (short for Bifurcating Systematic Universal Stop Button). Despite Chester's demands to keep the mission classified, Flint recruits his girlfriend and meteorologist Sam Sparks, her cameraman Manny, police officer Earl Devereaux, and "Chicken" Brent. Much to Flint's dismay, his father Tim joins the crew and they travel to Swallow Falls on his fishing boat.

Later, Chester discovers that Flint allowed his friends to join in the mission and arrives on the island with Barb, chagrined and determined to separate them. After escaping a Tacodile attack, Sam notices that the Foodimal was protecting its family, and begins to suspect Chester is up to no good. Sam attempts to convince Flint to spare the Foodimals, but Flint is intent on making Chester proud. Sam leaves in anger, along with the others (including his pet monkey named Steve). In the jungle, Sam proves that the Foodimals mean no harm by taming a Cheespider. Upon realizing Chester had deceived them and Live Corp's true colors (via Evil Corp), the group is taken hostage by Live Corp employees.

Operation Slice n Dice

Flint finds the FLDSMDFR, but notices a family of cute marshmallows and becomes hesitant to destroy the machine. Flint finally realizes that the machine and it's Foodimals are not dangerous. However, Chester V plugs the BSUSB into and reveals that what it really does is reprogram the machine to it to a Live Corp setting and that the latter reveals to Flint that he wanted his machine all along. Chester immediately seizes control of the FLDSMDFR and knocks a crushed Flint into the river but rescued by the marshmallows.

Flint is taken to his father, who along with the Foodimals, helps him infiltrate the Live Corp building that is under construction on the island. Flint frees the trapped Foodimals and confronts Chester, who announces his plot to make his updated line of food bars out of the Foodimals and threatens to make food bars out of his friends who are wrapped by police tape. Chester makes several holograms of himself to overwhelm Flint, but Flint uses the "Party-In-A-Box" to expose the real Chester. An army of Foodimals arrive and Flint's friends are freed.

Meanwhile, Chester V, knowing that his plan would fail, runs up the stairs and breaks the glass where the FLDSMDFR is being held. Despite, Flint's attempts to make Chester stop, Chester V proceeds to escape anyway, only to be surrounded by Flint and his friends, as well as the Foodimals. Flint demands that Chester V hands over the FLDSMDFR, only for Chester to say he will never surrender. Chester V makes his final stand when he spots Barb and tells her to save him, calling her "monkey". Had enough of Chester for repeatedly calling her that name, Barb shouts that she is an ape, and snatches the FLDSMDFR out of Chester V's hands, having a change of heart.


Chester is catapulted into the Live Corp Food Bar 8.0 Maker. He spots his holograms and asks them to save him, which they obey. Chester V gloats at Flint and stops when he falls right through his holograms (due to them being projections). His limbs and his head retract into his vest right before he hits the bottom of the grinder. He ricochets erratically between the blades of the machine before he is sling-shot out of the machine. However, as he attempts to escape, he is immediately grabbed by the Cheespider's special sauce web and pulled into the mouth of the Cheespider, but not before saying his last words: "I saved myself!". The Cheespider spits out Chester V's vest. After a suspenseful moment, it deflates, revealing that Chester V had been eaten alive and killed as well by the Cheespider.


  • Flint Lockwood - Former Employee and mentor, Temporary Ally, and Attempted Victim
  • Sam Sparks - Attempted Victim
  • Barb - Former Assistant
  • Manny - Attempted Victim
  • Officer Earl Devereaux - Attempted Victim
  • Brent McHale - Attempted Victim
  • Barry - Attempted Victim
  • Steve - Attempted Victim
  • FLDSMDFR's creatures - Attempted Victims
  • Cheespider - Attempted Victim and Killer


  • Chester V is the first villain from the Cloudy with a Chance of Meatballs movies to die. He is also the first Sony Pictures Animation villain to be killed too.
  • Despite being highly intelligent, while falling, Chester asked his holograms to save him, although they are just 3D projections of himself and not solid, which was a foolish idea.
    • This serves as a callback to Flint's earlier statement stating that Flint was better off than being alone like Chester, to which Chester replied that he was not alone because he had his holograms and when he asks them to save him, it proves how alone he truly is, thinking 3D projections of himself as actual people rather than just images.
  • Although he is the main antagonist of the second film in the franchise, Chester is slightly eviler than his predecessor, Mayor Shelbourne. This is mainly because unlike Shelbourne, Chester was more threatening to Flint and his friends over the use of the FLDSMDFR, as he attempted to kill Flint's friends by turning them into food bars. Because of this, Chester could be considered a cannibal, as he attempted to make food bars out of human and animal flesh (via Flint's friends and pet monkey Steve) and sell them to the public, along with the food bars made out of the Foodimals.
  • Ryan Reynolds was considered for the role of Chester V.


           Sony Pictures Animation logo Villains

Animated Features
Shaw | Tank Evans | Mayor Shelbourne | Fifi | Doug | Quasimodo Wilson | Esmeralda | Queen Victoria | Chester V | Live Corp (Chester V's Holograms & Barb) | Bela | Bat Cronies | Ed and Edna | King Leonard Mudbeard | Green Pigs | Gargamel (2017) | Azrael (2017) | Monty | Smiler | Anti-Virus Bots | Hunter | King Herod | Thaddeus and Rufus | Abraham Van Helsing | Ericka Van Helsing | Kingpin | Prowler | Doctor Octopus | Tombstone | Scorpion | Green Goblin | Vanessa Fisk | Richard Fisk | Zeta

Live-Action Movies
Gargamel (2011) | Azrael (2011) | Vexy and Hackus | Slappy the Dummy | Monsters (Giant Praying Mantis, Will Blake, Madame Doom, Brent Green, Count Nightwing & Haunted Mask) | Tommy Madigan | Thomas McGregor | Mr. McGregor | Mrs. McGregor | James Tod

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