Oh, not to worry, the water will be along shortly. I'm off to claim my throne!
~ Ludmilla

Ludmilla is the main antagonist in Don Bluth's 1999 animated fantasy film Bartok the Magnificent. She is the advisor of the young Czar of Russia, Ivan Romanov, and does not like her position and wishes to take the throne herself.

She was voiced by Catherine O'Hara, who also played Shock in The Nightmare Before Christmas, and Kaos' Mom in Skylanders: SWAP Force. While in her dragon form, her vocal sound effects were provided by Frank Welker.


From the beginning, Ludmilla seems to be a woman of rights, and also seems to be a little shy, hesitant and mysterious. She planned the kidnapping of the young Russian monarch named Prince Ivan and seemed to use Bartok's help to dispose of this singular bat, putting the witch "Baba Yaga" as the main enemy and the kidnapper of Prince Ivan.

Bartok goes to Baba Yaga's house in the Forest of Iron. As he does three tasks for Baba Yaga, the mystical witch makes a potion for Bartok. Once the potion is finished, she shows to Bartok the place where Prince Ivan is and that she did not kidnap him—in fact, he never even left the castle. The magic potion was made to help out Bartok. Its mystical powers apparently make the drinker be what he is inside on the outside ten times.

Bartok goes to the Castle of Prince Ivan (now Ludmilla's) and claims that Prince Ivan was never kidnapped. He tells her "He is in the TOWER!". Ludmilla is surprised and confident, so she goes with Bartok to the tower, where Ivan was being held. Ludmilla shouts to the guard that kidnapped Ivan, putting the Guard, Bartok, and Ivan (again) in the prison. Ludmilla takes the potion away from Bartok and drinks it. 

She believes that (be what she will be on the inside on the outside ten times) she is more than a beautiful woman, thinking that inside she is as "lovely as a flower". But instead, while she sings "The Real Ludmilla", she was gradually becoming a giant fat dragon as she gets bigger and fatter while she loses all her clothing. As she attempts to speak to her people, they flee in terror at the sight of her dragon form. Ludmilla accidentally breathes fire and she finally sees herself as a dragon from her reflection on the polished floor. At that moment, she completely loses her human consciousness and her ability to speak as she becomes a treacherous monster, thus completing her dragon transformation. She flies into a rage and breaks out of the palace, intent on destroying the kingdom. 

Once Bartok escapes from the tower, he goes against Ludmilla to save the kingdom. She was not happy with that and chased him through town while breathing fire. Her scales made it impossible for Bartok to fight her physically, so he catapulted a large rock into her mouth to stop the flames, dazing her. She was then hypnotized (by watching different sized rocks being juggled) by Bartok and was led to the tower as part of his plan to use the water within to put out the town's fires. Ludmilla was tricked into breaking the rock loose in the tower and chased Bartok upward onto it in order to kill him, but the tiny bat was able to trick her into shifting her weight from atop the tallest point. Ludmilla soon plummeted along with the collapsing tower and was crushed to death under debris, dying from the impact.





  • Ludmilla is Catherine O'Hara's first villainous role.
  • She is the second female main antagonist in a Don Bluth film after Queen Gnorga.


           20thCenturyFoxLogo Animation Villains

Animated Features

Empress Ludmilla

Live-Action Films

           Bluth Villains

Animated Features

Empress Ludmilla


Video Games

Community content is available under CC-BY-SA unless otherwise noted.