As a game to make it very interesting, he asks the player to put them back to the story where they belong, when suddenly the book is possessed by the spirits of several Disney Villains, namely Captain Hook (Corey Burton) from Peter Pan; Queen Grimhilde (Louise Chamis) from Snow White and the Seven Dwarfs; The Queen of Hearts (Tress MacNeille) from Alice in Wonderland; and the Ringmaster (Corey Burton) from Dumbo, who alter the stories to their advantage, without the presence of happy endings.

In the altered stories, Queen Grimhilde, in her transformation as a witch, has built a giant house resembling her infamous poisoned apple and has put Snow White to sleep and intends to do the same to the seven dwarfs.

The player uses the book as a shield to deflect the villains' attacks and defeats each one (Hook is sent flying by a reflected cannonball, Queen Grimhilde is seemingly frightened to death by her own reflection when it shattered, the Queen of Hearts surrenders when a hedge maze topiary statue she hides in is destroyed by the player shooting hedgehogs, and the Ringmaster is knocked unconscious by a well aimed custard pie).

According to Dobson and Holzberg, the crossover nature of the game went against prior mandates by Roy E. Disney, whose approval would begin a wave of similar projects across the company.

Villains' Revenge was assembled from select areas of the Fantasyland section of the original VMK project, with the framing device changed from the Magic Kingdom to a bedroom.

Much of the team, including Dobson and Holzberg, would move to Disney's Parks and Resorts Online division, where the name was revived in 2005 for the Virtual Magic Kingdom MMO game.

The reason of this is unknown and strange, considering that Jiminy Cricket and the Blue Fairy are already present as main characters in the game and Stromboli is certainly much, far more evil than the Ringmaster.