Most villains come from the imagination of authors and animators, but some Disney villains have very real origins. Disney has crafted some of their most iconic evil do-ers from Hollywood's elite. This often happened in the days before computer animation actors were called in for reference so that animators could capture their movements.

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Once used for reference, animators took features from their actors and put them into their most sinister characters. From makeup styles to mannerisms, nothing was off-limits for these creators when it came to making the perfect villain.

Chernabog - Fantasia (1940)

The Chernabog smiling evil in Fantasia

During Fantasia's "Night on Bald Mountain" sequence, a dark and evil figure rises from the mountain's peak. With a flourish of his enormous wings, we see the face of the evil Chernabog. He is considered one of Disney's most powerful yet forgotten characters, but according to d23.com, Chernabog is based on Hollywood horror icon Bela Lugosi.

Lugosi, most known for his role as Dracula, shot reference films for Disney during the early stages of the film's development. One of the animators later decided to scrap Lugosi's test shots, but the similarities are still apparent.

Lady Tremaine - Cinderella (1950)

Lady Tremaine looking annoyed in Cinderella

In the age-old story of Cinderella, the titular character is forced to live and serve her evil stepmother and two evil stepsisters. The wicked stepmother in Cinderella, Lady Tremaine, was inspired by voice actress and Disney legend Elenor Audley, according to Rotten Tomatoes.

Audley was known for her statuesque figure and intimidating demeanor and was called upon to voice the film's antagonist with her unique voice. Animators were inspired by her distinct look and decided to design the face of the character around her.

Captain Hook - Peter Pan (1953)

Captain Hook with a spyglass in Peter Pan

In the Disney adaptation of Peter Pan, Captain Hook is a flamboyant villain whose mission in life is to be rid of Peter Pan. According to Disney Archives, the inspiration for Hook's signature style is a combination of the two men who brought him to life.

Hans Coried, who voiced the sea captain, was used for reference shots during the film's initial stages of animation. However, similarities between Captain Hook and Frank Thomas, the animator who drew him, have been mentioned.

Maleficent - Sleeping Beauty (1959)

Maleficent and Diablo in Disney's Sleeping Beauty

The wicked fairy Maleficent made her first Disney appearance in Sleeping Beauty. In the film, Princess Aurora is forced into hiding with her fairy godmothers to avoid curses put on her as a baby. When it came time to create one of Disney's most iconic characters, the film's animators called on one of their former villains.

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Eleanor Audley voiced the role of Maleficent and was used for reference in movements and facial features. According to The Atlantic, Audley's facial expressions were copied for Maleficent's signature stone-cold stares and a devilish smile.

Cruella De Vil - 101 Dalmations (1961)

Cruella smoking in One Hundred and One Dalmatians

Disney's take on Cruella De Vil was introduced to moviegoers in 101 Dalmations in 1961. She is known for her thirst for furs and evil nature. Animators wanted to stay faithful to the novel that led to the film, but they also wanted Cruella to look genuinely evil.

Hollywood star Tallulah Bankhead was used to bring Cruella to life. Animators recreated Bankhead's highly arched eyebrows and facial expressions, as well as her smoking style. Time magazine mentions that the film's creators even took Bankhead's notorious reckless driving style into account when creating Cruella.

Madame Leota - The Haunted Mansion (1969)

Madame Leota as seen in The Haunted Mansion

Upon The Haunted Mansion's opening in Disneyland, fans were enchanted by the mysterious woman in the crystal ball. Madame Leota performs a seance "calling in the spirits" and causes paranormal music. Throughout The Haunted Mansion ride, many Imagineers portrayed many of the happy haunts, including Madame Leota.

Leota Toombs, one of Disney's first female Imagineers, aided in completing the ride, according to the New York Times. Toombs is the woman in the crystal ball. However, she is not the one speaking. Elenor Audley was called on again to voice the clairvoyant spirit. Toombs can be heard at the end of the ride, encouraging guests to hurry back.

Ursula - The Little Mermaid (1989)

Ursula, Flotsam and Jetsam singing in The Little Mermaid

When Ariel decides she wants to become human, she seeks out the help of Ursula, the sea witch. Animators considered several different versions of what Ursula should like. After several concepts, designers settled on a campy, voluptuous character.

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Similarities were instantly drawn between drag legend Divine and the sea witch. As development went on, animators shaped the character around Divine's signature style, according to AV Club, from the voluminous hair to her blue eyeshadow. Divine was considered to voice the villain but sadly passed away before he had the chance.

Scar - The Lion King (1994)

Scar looks over his shoulder in The Lion King

When Scar learns he is no longer in line for the throne as King of the Jungle, he exiles himself from his pride. He conspires to get rid of his brother and nephew to take his throne. When developing Scar, animators wanted him to be dramatic and speak differently than the other lions. He had to have a commanding presence like a performer on stage.

Actor Jeremy Irons was cast to play the lion. His theater background became the perfect Scar for Disney's The Lion King, and as production continued, animators modeled Scar's mannerisms and facial expressions after Irons' work in the studio.

Dr. Facilier - The Princess And The Frog (2009)

Dr. Facilier shrinking in The Princess and the Frog

In The Princess And The Frog, Prince Naveen becomes sick of his lavish lifestyle. When visiting New Orleans, the prince sees Dr. Facilier, who promises to make his dreams come true but turns him into a frog.

Dr. Facilier is the shadow man, and most people try to avoid him. Disney animators were inspired by Michael Jackson's smooth dance style for the villain's musical numbers, according to The Things. They also modeled the long, lean figure after Jackson. Facilier's voodoo-inspired style comes from Baron Samedi, a spirit in the Haitian voodoo religion.

Charles F. Muntz - Up (2009)

Charles Muntz holding a gun and looking angry in Up

Carl Fredrickson sets out for Paradise Falls in his balloon-powered house in the beloved movie, Up. He and his sidekick, Russell, encounter his childhood hero Charles F. Muntz during his travels. After spending time in Muntz's Zepplin, Carl realizes his childhood idol may not be the man he thought he was.

Modeled after flight pioneer Charles Lindburgh, Muntz wears a leather aviators jacket and helmet with flight googles. In the early depictions of Muntz, he sports the same haircut as Lindburgh. Walt Disney himself also inspires Muntz. The film directors wanted Muntz to have the same imaginative spirit as Disney but gave him a villainous twist.

Next: 10 Disney Heroes Who Actually Killed Their Villains