Villain Overview

I'll kidnap a thousand children before I let this company die! And I'll silence ANYONE WHO GETS IN MY WAY!
~ Mr. Waternoose revealing his plan to Sully and the same line that got him arrested.
Mike: Uh, sir, that's not her door.
Waternoose: I know, I know. (Randall appears and opens the door) It's yours!
~ Waternoose revealing to Mike and Sulley his true nature while betrays Mike and Sulley by shoving them into the human world.

Henry James Waternoose III (more commonly known as Mr. Waternoose or simply Waternoose) is the main antagonist of Pixar's 4th full-length animated feature film Monsters, Inc., and a cameo character in Pixar's 14th full-length animated feature film Monsters University. He is the former chairman of the company, as well as being the boss and grandfather-figure turned enemy of James P. Sullivan and Mike Wazowski, the film's protagonist and deuteragonist, respectively.  

He was voiced by the late James Coburn, who died in 2002 shortly after Monsters Inc. was released in 2001. 



Waternoose in the Monsters, Inc. commercial.

For three generations, Monsters, Inc. has been in Mr. Waternoose's family and was inherited from his father by the age of 142. Upon meeting Sulley and Mike, Waternoose was pleased and welcomed them to their new workplace after working from promotion to promotion.

Taking them on as his new scarers and proteges. Waternoose personally believed that all human children were poisonous and deadly and was convinced that a single touch from a child could kill a monster.

Many years later, Mr. Waternoose was recently troubled, disappointed, and stressed that Monsters, Inc. was starting to fail because children were increasingly no longer scared of monsters like they used to.

Therefore, the energy used to power the city was being decreased and forcing Mr. Waternoose to desperately look for ways to save the company and end the crisis before it was too late.

In Monsters, Inc.

Waternoose uncorking a can.

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 cannot make them go in a child's room, but the boss tells him they must because they need power for the screams as he uncorks a can and lets a scream split the air.

Waternoose proceeds to explain that the city needs the children's screams, as it's their source of 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 scorer; James P. Sullivan. 

Sulley and Mike tricking Waternoose.

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.

Waternoose revealing his true nature.

Afterward, 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 different door, which Randall appears next to and opens, revealing that Randall has been acting under his orders all along. He then betrays Sulley and Mike by pushes them 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 Waternoose.

A remorseful Waternoose arguing with Randall Boggs about banishing Sulley and Mike.

Inside the secret lair, Mr. Waternoose has second thoughts about trusting Randall with his plans and ultimately regrets banishing Sulley and Mike earlier. After Randall puts a scared Boo into his seat to extract her screams, Waternoose approaches Randall and tells him that he should never have trusted him with the plan since he had to exile his top scorers all because of him.

Randall nonchalantly brushes this off, telling Waternoose that they won't need scarers with the Scream Extractor and that Sulley "got what he deserved" anyway. An offended Mr. Waternoose tells Randall that Sulley was twice the scarer he will ever be, which makes Randall lowly growl in frustration and anger at Mr. Waternoose.

Nevertheless they proceed with the plan and stand back and to use the Scream Extractor on Boo. Fungus tests the Scream Extractor on Boo as Randall watches in amusement while Waternoose watches it uncomfortably.

Before it can get to her mouth, Sulley roars and 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 the gang, pinning Mr. Waternoose against the wall and causing him a little pain. After Sulley rescues Boo, Waternoose yells at Randall to get Sulley and Boo and an already-enraged Randall does so.

As well, Waternoose tells Randall to finish Sulley off (which Randall had already intended to do as well). 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, framing them as the 'criminals' responsible for the entire incident. He also tells them to arrest anyone who comes out of the door, thus betraying Randall as well.

Waternoose confronting Sulley in the simulation room.

After the trio defeats Randall and goes 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. While Sulley was using a pipe to barricade the door (where Waternoose was trying to get in), Sulley puts Boo's door in the simulation room to make it look like Boos room as he slams the door (as Waternoose pounding the door). 

As Sulley puts Boo in the bed telling her to be a good girl, Waternoose busted into the room where Sulley was and confronted him. Defending Boo, Sulley yells at Waternoose to leave her alone, but Waternoose refuses, saying that she and Sulley have seen too much of his 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 to stop the energy crisis. A shocked and enraged Sulley asks Waternoose if kidnapping children are worth saving the company, to which Waternoose declaring that he'll kidnap a thousand children to save the company and end the energy crisis and that he'll silence anyone who gets in his way. After knocking his former friend aside, Mr. 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 plot to kidnap children as he watches in shock and bewilderment. With this incriminating evidence, the CDA turns on Waternoose and arrests him for his crimes. 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 is eventually proven wrong as Sulley replaces Waternoose as the CEO and makes children laugh instead, thus generating even more power than screams and finally ending the crisis for good.

Waternoose getting arrested by the CDA.

It is unknown what happened to Mr. Waternoose afterward, but he most likely remained in prison for the rest of his life for his crimes.

In Monsters University

In the prequel, Waternoose didn't physically appear but was seen making a cameo appearance in a photo shaking hands with a teenage Sulley and Mike when they are promoted as new members of the scaring team at Monsters, Inc.

In the photo, he was seen as a younger, middle-aged monster with an Afro and facial hair, which he would later lose as the years go by.


A middle-aged Waternoose greeting Sulley and Mike at Monsters, Inc.

Originally, Waternoose has a friendly, demonstrative, thoughtful, and fatherly demeanor. 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 Mr. Waternoose have been enemies, though Waternoose admits earlier that he ultimately regrets betraying them, implying that he holds himself responsible for destroying his mentor-like relationship with them in the first place.

Despite being Randall's boss, Waternoose is a bit more sophisticated, compassionate, and well-mannered than him.

Though Waternoose genuinely liked Sulley and Mike because of their successful teamwork, he was only driven to villainy out of desperation to keep Monsters, Inc. afloat in the midst of the energy crisis, as well as due to stressful financial problems and his responsibilities as CEO. Mr. Waternoose became more villainous and manipulative, as this drive and desperation stripped away his morals and was determined to not let anything stop what he believed would be the best way for the company to keep going and getting Randall to help him in his mission, never bothering to look for alternative energy sources.

One example is when Sulley tried to reason with him that things did not have to be the way he envisioned, Waternoose responded that he had no choice, since scaring children was no longer working.

At the end of the first film, Waternoose gets taken to jail by the CDA after his plan is exposed. While being dragged away, he yells at Sulley and blames him for "destroying" Monsters, Inc. and that it is his fault that the crisis will now get worse, believing screams were the only solution. However, it was revealed that Sulley ended up making it better for good, solving the energy crisis by harvesting children's laughs, which is ten times more powerful than scream. as well as replacing Mr. Waternoose as the CEO of Monsters, Inc..


Waternoose is an obese, completely bald gray monster with five teal eyes, seven fingers on each of his two hands, and six crab-like legs with black tips, and has the ability to crawl on walls like a spider and make himself look taller.

In a photo seen during the credits of Monsters University, it is revealed that Waternoose used to have an Afro and mustache in his earlier years, but he may have grown out of it when he got older.


Of course, MI is prepared for the future.
~ Waternoose in the commercial for his company.
You can't touch a child! They're toxic! If a kid ever got through one of our doors, the results would be catastrophic.
~ In a deleted scene, he warns the trainees of the toxicity in human children.
Oh... what a day. (Sulley: We're just going through a rough time, sir. Everyone knows you're going to get us through it.) Tell that to the board of directors. James, this company has been in my family for three generations. I would do anything to keep it from going under.
~ Mr. Waternoose discussing with Sulley about plans to save Monsters, Inc. and subtly foreshadowing his real role in the film.
Finally! I never should have trusted you with this. Because of you, I had to banish my top scarer! (Randall: With this machine, we won't need scarers. Besides, Sullivan got what he deserved.) Sullivan was TWICE the scarer you'll ever be! (*Randall glares angrily*)
~ Mr. Waternoose insulting Randall while both are having an argument about banishing Sulley and Mike.
This has gone on far enough, James! (Sulley: She's home now! Just leave her alone!) I can't do that! She's seen too much. You both have. (Sulley: It doesn't have to be this way.) I have no choice! Times have changed. Scaring isn't enough anymore. (Sulley: But kidnapping children?!) I'll kidnap a thousand children before I let this company die! And I'll silence ANYONE WHO GETS IN MY WAY!
~ Mr. Waternoose revealing his evil plans (unaware that Mike was recording it so it would instantly be his undoing). - Waternoose's Breakdown
What are you doing? Take your hands off me! You can't arrest me! (*looks at Sulley*) I hope you're happy, Sullivan! You've destroyed this company! Monsters Incorporated is dead! Where will everyone get their screams now?! The energy crisis will only get worse, BECAUSE OF YOU!
~ Mr. Waternoose's last words as he gets arrested.


  • His middle name "James" is a possible reference to his voice actor.
  • His first name "Henry" is never mentioned in the film, but only shown in the Monsters Inc. commercial (within the film) showing that his full name is "Henry J. Waternoose".
  • 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., is 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.
    • And in the Monsters Inc. comic book "Laugh Factory", Randall (who has found his way back into the monster world) and Waternoose plotted revenge on Mike and Sulley with the help of Sid Phillips, the main antagonist of the first Toy Story movie.
  • In Monsters University, he resembled the late famous painter Bob Ross (due to his afro and facial hair).
  • Waternoose is the first main antagonist of a Pixar movie to be the Master of the Heroes in his movie.
  • Waternoose did not appear in Kingdom Hearts III, due to events in the game taking place after the Monsters, Inc film, and thus Mr. Waternoose is still in prison. However, Kingdom Hearts III is non-canon to the Monsters, Inc franchise.
  • When Waternoose said "I never should've trusted you with this" to Randall, what he meant was he regrets assigning Randall the task of being his aid as it lead to Sulley getting involved with his plans.
  • Microsoft's Xenon processor for the Xbox 360 was codenamed "Waternoose" in honor of the character.
  • Patrick Stewart was considered for the role of Waternoose.


           PIXAR.png Villains

Animated Features
Sid Phillips | One-Eyed Bart | Attack Dog with Built-in-force-field | Hopper | Grasshoppers (Thumper) | Fly Brothers | Stinky Pete | Al McWhiggin | Emperor Zurg | Zurg Empire (Zurg Bots, Warp Darkmatter, Hornets, Brain Pods & Grubs) | Dr. Porkchop | Henry J. Waternoose III | Randall Boggs | Syndrome | Omnidroids | Mirage | The Underminer | Bomb Voyage | Chick Hicks | Boost, DJ, Wingo & Snot Rod | Chef Skinner | AUTO | GO-4 | Charles F. Muntz | Alpha | Beta and Gamma | Lots-o'-Huggin' Bear | Lotso's Gang (Ken, Big Baby, Stretch, Chunk, Sparks, Twitch & Monkey) | One-Eyed Betty | Sir Miles Axlerod | Lemons (Professor Zündapp, Grem, Acer, Victor Hugo, J. Curby Gremlin, Tyler Gremlin, Don Crumlin, Ivan, Towga Gremlin, Stefan Gremsky, Samuel Gremlin, Jake Gremlin, Dennis Gremlin, Vladimir Trunkov & Tubbs Pacer) | Mor'du | Jangles the Clown | Thunderclap | Thunderclap's Flock | Velociraptors (Bubbha) | Ernesto de la Cruz | Security Guards | Screenslaver | Gabby Gabby | The Bensons | Curse Dragon | Pixie Dusters (Dewdrop)

Shorts, Television & Video Games
Kabuto | Big D | Ronald Tompkins | Mr. Jones | The Cleric | Battlesaurs (Goliathon & Reptillus Maximus)

See Also
Buzz Lightyear of Star Command Villains | Cars Villains | Incredibles Villains | Toy Story Villains

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