Henry J. Waternoose III (Truth)

**Henry J. Waternoose III** (also known as Henry J. Waternoose, Mr. Waternoose or just Waternoose) is the secondary antagonist of the 2001 Disney/Pixar film Monsters, Inc. and a cameo character in its 2013 prequel Monsters University as well as being a cameo/mentioned character in the Disney+ series Monsters at Work.

He is the former CEO of Monsters Inc, Mike and Sulley's former boss, and one of Randall's former henchmen.

He is voiced by the late James Coburn.

## History

### Monsters, Inc.

Mr. Waternoose is first seen in the beginning of the film, strictly informing Thaddeus Bile, and the trainees about the dangers of a human child after Thaddeus has unsuccessfully tried to frighten a simulated child in the bed.

That afternoon, Mr. Waternoose congratulates Sulley for having scared an entire slumber party. Shortly afterwards, the CDA arrive, when George got a sock stuck on his back. Mr. Waternoose expresses displeasure at the scare floor being put out of commission. Shortly after, Mr. Waternoose asks Sulley to come to the training room to give the trainees a scare demonstration since the other monsters failed. Sulley agrees, saying to start with the "Old Waternoose Jump and Growl".

The next day, when Sulley and Mike are taking Boo to the work, they saw Waternoose when they see Boo coming toward him. In order to stay out of trouble, Sulley and Mike lies to Waternoose that Boo is his cousin's sister's daughter and they brought her because its Bring an Obscure Relative to Work Day. Waternoose then asks Sulley to stop by the simulator after lunch in order to give him the scare demonstration they talk about before which is before he leaves.

Later, when Sulley and Mike tried to alert Mr. Waternoose about Randall's evil plan while he is attending a training session for new monsters. He asks Sulley to scare the simulated child and when that happen, he accidentally scares Boo who reveals herself as a human child. Mr. Waternoose then promises to set things right but instead brings a door to the Himalayas in Nepal, revealing that he is actually one of Randall's henchmen as well as banishing Mike and Sulley, but Sulley later came back to the monster world.

Back at the secret lair, Waternoose regrets banishing Sulley and trusting Randall with his plans, but Randall has no remorse of his actions and said that Sulley deserved that. He then watches Randall and Fungus testing the scream extractor on Boo just before Sulley arrive to save Boo as well as throwing the scream extractor at Randall and his henchmen. Waternoose later orders an already-angered Randall to stop Sulley, but Mike came back and throws the snowball at Randall which caused Sulley to briefly knock him out. Waternoose then orders Randall again and said that there can't be any witnesses and Randall replies, there won't be.

After Randall's defeat, it reveals that Waternoose frees himself from the scream extractor and called the CDA blaming Mike and Sulley for the entire incident. Mike distracts the CDA by throwing a sock at one of them while Waternoose chases Sulley and Boo. He then breaks into the simulation room where he confronts Sulley. Sulley tries to reason with Mr. Waternoose to not to follow Randall's plan because kidnapping children is wrong, but he declares he had no choice and will kidnap a thousand children before he lets the company die, silencing anyone who gets in his way. Knocking Sulley aside, he tries to grab Boo from the bed, but instead he grabs the mechanical simulated child. Just then, it reveals that Mike exposes Randall's plan and Waternoose's involvement in it which caused the CDA to arrest Waternoose for being cahoots with Randall.

### Monsters University

Waternoose does not appear in the prequel but however does make a cameo in the end of the film.

### Monsters at Work

Waternoose does not appear in the series due to his arrest but however his picture is seen, and he is mentioned. It reveals that Waternoose invited Tyler Tuskmon to join the company before his arrest for being one of Randall's henchmen as well as banishing the Abominable Snowman for discovering Randall's plans about the Scream Extractor.

## Personality

Waternoose originally had a calm and fatherly personality who has always been on good terms with Sulley and Mike. He has an affable and boisterous personality, especially when he is excited. Ever since trying to save Monsters, Inc. and helping with Randall with his plans, he became a villain.

Despite his actions, Waternoose is nowhere near as evil as Randall as well as still have a good chance at redemption since he just wants to save the company as well as being Randall's minion in the plot and not to mention, he even regrets banishing Sulley and becoming one of Randall's henchmen.

## Appearance

Mr. Waternoose is a large gray obese crab/spider like monster, completely bald, with five teal or gray eyes, seven fingers and walks around with six crab-like legs. He is also always seen wearing with a black tuxedo jacket over a white shirt, a red vest, and a black bow tie. When he is younger, he had an Afro-style hair and a mustache.

## Trivia

* Mr. Waternoose is often thought to be the first film's main antagonist and Randall's (former) boss. The reason for this could be at one point, Mr. Waternoose was seen ordering Randall a few times as well as Mike explains everything to Celia as he says "Waternoose had this secret plot". However, this is obviously not true as there are hints proving that Randall is the mastermind behind of the plot and not Waternoose (despite him ordering Randall a few times as well as Mike saying "Waternoose had this secret plot" as he could have assumed).
	+ One example is that Waternoose does had good intentions at the beginning of the first film which can't prove that Waternoose is the mastermind behind of the plot and not to mention there's no real proof that those intentions were fake.
	+ Another hint of Waternoose just being a henchman is that after the Scarers took a break, Mr. Waternoose discusses his plans to save the company which also cannot prove that Waternoose is the mastermind behind of the plot (despite that foreshadowing his true role) and plus, there's no proof that he pretends he doesn't know how to save the company.
	+ Throughout the movie, there are no real hints that Waternoose is the real mastermind and not to mention, not even Randall and Fungus hint this which also clearly shows that Randall is the mastermind. And speaking of that, if the idea of the Scream Extractor was Waternoose's idea and he didn't want to any witnesses, then why did he get Randall involved when he's not even the top scarer and how did he know what Randall is capable of beforehand which also shows that Randall is the mastermind and not Waternoose.
	+ When Mike tries to make Fungus let him go, Fungus said that Randall told him that he is not allowed to fraternize with victims of his plan (stating that the plan was Randall's and not Waternoose's).
	+ When Mike tells Waternoose that the whole thing was Randall's fault, Waternoose gets confused saying Randall as well as also angrily saying "How could this happen?" "Oh, how could this happen?" which pretty much proves that the whole plan was Randall's and there is no proof that he pretends that Randall is behind of the plan.
	+ When Randall and Waternoose banished Sulley and Mike, the scene clearly shows that Waternoose is following Randall's orders since during that same scene, Randall is seen showing his hand to the door indicating that he is ordering Waternoose to banish Mike and Sulley. This would also foreshadow the scene where it reveals Randall force Waternoose to banish Mike and Sulley.
	+ After banishing Mike and Sulley, Waternoose regrets doing so and admits that Randall is behind everything when he tells him that he never should have trusted him with the plan since it resulted in him having to betray his own employees, which Randall brushes off and forces Waternoose to be silent.
	+ When Waternoose told Sulley that he, and Boo have seen too much, he meant too much of Randall's plan and plus, when Waternoose said that he had no choice but to make things be that way. This shows that Waternoose went along with Randall's plan to save the company, and when Waternoose said that he will kidnap a thousand children before he lets the company die and will silence anyone who gets in his way, he was doing it for Randall, and his plan.
	+ Although Mr. Waternoose turned evil, he is nowhere near as evil as Randall,
	+ In the Disney As Told My Emoji episode, which is based off the first film, Waternoose seems to be sad rather than evil as well as not as evil as Randall which is most likely based off the scene where Randall and Waternoose argue about banishing Sulley, and it reveals that Randall force Waternoose to banish Sulley and Mike.
	+ Most of the adaptation books mention that the plan was Randall's and even said that Waternoose was working with him rather being behind of it.
	+ Even CEOs and elderly people can be henchmen or minions as they are just people and not some kind of gods or anything like that.

* Mr. Waternoose is one of the last characters to be played by James Coburn before his death in 2002.
* In the earlier treatment, Waternoose is shown to have tentacles rather than crab-like legs as well as having seven/nine eyes rather five. His name is also never revealed and was refer as "The Boss".
* Although Waternoose ended up becoming involved in abducting Boo (despite his claims of children being toxic to monsters), it's never made clear whether he already know that the children were not toxic and thus lied about their danger to the monsters of if he did truly believe they were toxic, but felt saving the company from bankruptcy was worth the risk of being poisoned by a child and potentially killed.
* Mr. Waternoose was originally going to be voiced by Kelsey Grammer (who previously voiced Stinky Pete from Toy Story 2) in Monsters University replacing James Coburn after his death in 2002 but he was dropped out for unknown reasons.
* Mr. Waternoose was the first Pixar villain to have his true motives caught on camera, the second being Ernesto de la Cruz from Coco. However, Waternoose had more firm and understandable reasons for his actions as he is trying to save his company from bankrupty and stop the energy crisis.
* Waternoose is more of an anti-villain since his only goal was to save the company and stop the energy crisis, for which he meant well with good strategy, only to end up pursing it in the wrong direction afterwards.
* It's unknown what the J stand for, but it was rumored that it stands for James.
* Microsoft's Xenon processor for the Xbox 360 was codenamed "Waternoose" in the honor of the character.
* Mr. Waternoose's true role and colors is hinted before the release of the film in the GBA and Game Boy Color version of the Monsters, Inc. video game since the video game shows him as a boss.
* The scene where Waternoose said "I'll kidnap a thousand children before I let this company die, and I'll silence ANYONE WHO GETS IN MY WAY!" would later become a meme. This same goes to some of his lines such as "Give me the child!"
* Previously, the only confirmation that Waternoose is the third member in his family with that name was a brief mention in the DVD commentary for Monsters, Inc, by the director. The first episode of Monsters at Work shows a letter from him with his full name on it.