The new version of Pinocchio retains one of the most notable incidents of the original Disney animated movie, in which Honest John outwits the title hero. Of course, Honest John isn’t the only villain to have shown just how smart he is when it comes to outwitting the heroes of the story.

These incidents reveal why it is that the villains have always been one of fans’ favorite parts of a given Disney movie. Just as important, they also demonstrate just why the villains have some good reasons for their antipathy toward those who are so much less intelligent than they are.

Ursula Convinced Ariel To Sign A Contract

Ursula and Ariel from The Little Mermaid

From the moment she appeared, Ursula established herself as a beloved Disney villain. In addition to her great song, she also happens to be a fiercely intelligent woman. She knows just how to get back at her enemy Triton.

Most notably, she also gets Ariel to sign a contract agreeing to the terms and conditions of their agreement.This gives her an ironclad justification when it comes time to collect. She also uses Ariel’s own voice to change her appearance, so that she outsmarts Prince Eric, enchanting him to believe that she is his true love.

Prince John Recognizes Robin Hood At The Tournament

Prince John looking evil in Disney's Robin Hood

Though he doesn’t always get as much respect or acknowledgment as some of the other Disney villains, there’s still much to like about Prince John. True, he may not always be the smartest, but he does have his own moments of brilliance. In one of Robin Hood’s most memorable scenes, he is actually able to recognize the title character, even though he has gone to great lengths to disguise himself.

In fact, he comes perilously close to having the hero actually beheaded, except his plan is foiled by the timely intervention of Robin’s best friend, Little John.

Maleficent Ensnares Prince Phillip

Philip fights Maleficent in Sleeping Beauty

Maleficent is another fan favorite, and she is easily one of the best Disney characters. She is also fiercely intelligent, as she shows in her interactions with Prince Phillip. Not only does she outwit Aurora and the fairies–leading to the former’s enchanted sleep–she also ensnares Phillip and imprisons him in her castle.

In fact, it’s only when Flora, Fauna, and Merryweather conspire with one another that they are able to defeat her at all. She thus earns her reputation as one of the most formidable antagonists to have emerged from a Disney movie, someone who merges power with cunning.

Madam Mim Briefly Outsmarts Merlin

Madam Mim glares and smiles in The Sword In The Stone.

The Sword in the Stone is one of the most notable underrated Disney movies. While Madam Mim might not be the most terrifying Disney villain, and while she is often quite silly, she also has her moments of intelligence. During the duel with Merlin, for example, she gets around the rule against “pink dragons” by turning herself into, of all things, a purple dragon.

It’s a brilliant move on her part, a skirting of the rules via technicality. Even Merlin’s ultimate victory isn’t enough to erase the memory of what she was able to achieve.

Scar Tricks Simba Into Thinking He Killed His Father

Scar intimidates Simba in The Lion King

Scar is a very sinister character and arguably one of the most evil Disney villains. Though he is quite nefarious, there’s no doubt that he is also very intelligent. Most notably, he convinces the young Simba that, somehow, he was the one responsible for his father’s death.

So effective is he in this particular bit of deception that the young lion cub bears the scars of this for quite some time. In fact, the entire reason he refuses to come back to his kingdom at first is because he is so convinced of Scar’s lie.

Hades Defeats Zeus By Enlisting The Titans

Hades spreads his arms out in Disney's Hercules

Hades certainly stands out from the usual run of Disney villains. Snarky and sarcastic, he largely avoids the more sinister affect that typically surrounds these characters. He is, however, as smart as fellow villains, as he shows throughout Hercules.

Of particular note is the fact that he recruits the Titans to overcome Zeus. He’s the type of villain who knows exactly how to use power so that it is most effective and, if it weren’t for Hercules, it’s likely that he would have succeeded in his effort to take over Olympus.

Yzma Turns Cuzco Into A Llama

Yzma in her Secret Lab in Emperor's New Groove

The Emperor’s New Groove is a very funny Disney movie. It is, in fact, the movie’s sense of humor that allows it to stand out among the various 2000s productions from the studio. It also features a very clever villain in the person of Yzma, who schemes to take the throne from the dissolute Emperor Kuzco. In fact, she actually outsmarts the monarch.

While she doesn’t kill him as she intends, she does turn him into a llama, something that has a pretty significant impact on his ability to rule. She comes closer than most other Disney villains to actually achieving her aims.

Mother Gothel Outwits Flynn Rider

Mother Gothel becomes old in Tangled

Tangled is one of the best Disney movies of the 2010s. It comes very close to capturing the unique magic of the heights of the Disney Renaissance. It also features a very chilling villain in the person of Mother Gothel, who uses Rapunzel’s hair for her own purposes.

She also outwits Flynn Rider by having him accosted and tied up by two of his former compatriots. She is the kind of Disney villain who combines ruthlessness with intelligence, which is why she gets away with manipulating Rapunzel for so long.

Honest John Convinces Pinocchio To Go With Stromboli

Honest John and Gideon listening in in Pinocchio.

Honest John of Pinocchio is a Disney villain who makes a great deal out of his subtle and shrewd kind of intelligence. In particular, he shows himself very adept at outsmarting the young and gullible Pinocchio.

Most notably, he convinces the young boy to go with Stromboli, even though Jiminy Cricket does everything in his power to try to convince his charge not to do so. Honest John is never one to let an opportunity pass him by, no matter how much it might cost others.

Brom Bones Convinces Frightens Ichabod Into Leaving Sleepy Hollow

Brom Bones from Sleepy Hollow in a coonskin cap

The Adventures of Ichabod and Mr. Toad is one of Disney’s underappreciated movies. In particular, the segment based on Sleepy Hollow is masterfully told, and it features the cunning villain Brom Bones. Though it’s never explicitly stated that he is the Headless Horseman, it’s very clear that it is his way of getting Ichabod out of town and away from the woman he intends to marry.

It’s a ruthless ploy on Bones’s part, but it is also a testament to how smart he is that he is able to use a well-established legend to frighten away a romantic competitor.

NEXT: 10 Best Animated Disney Villains, According To Ranker