Henry J. Waternoose III

**Henry J. Waternoose III** is one of the two main antagonists of the 2001 film Monsters, Inc..

## Background

### Personality

Initially, Mr. Waternoose has a calm and fatherly personality and has always been on good terms with Sulley and Mike. He has an affable and boisterous personality, especially when he is excited. However, he is only driven to villainy out of desperation to keep Monsters, Inc. afloat in the midst of the energy crisis (unlike Randall, whose jealousy towards Sulley gives him more of a villainous motivation). Mr. Waternoose becomes more villainous as this drive and desperation strip away his morals and he is determined to not let anything stop what he thinks will be the best way for the company to keep going, never taking into account looking for other energy resources.

Despite his actions, Mr. Waternoose still has a good chance at redemption as he was simply trying to save Monstropolis from the energy crisis, as well as being Randall's minion in the plot.

### Physical Appearance

Mr. Waternoose is a large obese grey crab / spider like monster, completely bald, with five eyes, and walks around on a set of six crab-like legs. He is always seen wearing a black tuxedo jacket over a white shirt, a red vest, and a black bow tie. When he was younger, he had an Afro-style hair and a moustache. A producer described him as a "cross between a spider and a crab."

## Film Appearances

### Monsters, Inc.

Mr. Waternoose is first shown at 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 bed.

That afternoon, Mr. Waternoose congratulates Sulley for having scared an entire slumber party. Shortly afterwards, the CDA arrive, when George Sanderson gets 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. Sulley agrees, saying to start with the "Old Waternoose Jump and Growl".

Later, when Sulley and Mike were carrying Boo, they try to alert Mr. Waternoose while he is attending a training session for new monsters. However, he asks Sulley to demonstrate his scare tactics and when Sulley growls loudly, Boo reveals herself as a human child. Mr. Waternoose, taking Boo, promises to set things right, but instead reveals he is secretly in league with Randall as his henchman, worried for the future of the company. He brings a door from the vault and pushes Sulley and Mike into it and betrays them, and the door takes them to the Himalayas in Nepal. Sulley and Mike have a falling out. Sulley, only concerned about getting to Boo quickly scavenges parts from stockpiles from the Yeti, another exiled monster, and heads to the nearest village to use a door and return to Monsters, Inc.

Inside the secret lair, Mr. Waternoose expresses regret for ever having trusted Randall of attaining more scream from children and is annoyed that he had to exile Sulley, his best scarer because of Randall. He then watches as Randall and Fungus begin to test the scream extractor on Boo. Sulley intervenes at the last moment before the Scream Extractor gets to her mouth, dismantles the device, throws it at Randall and his henchmen, and rescues Boo. Mr. Waternoose then tells an already-angered Randall to stop and finish off Sulley, but Mike, who has followed Sulley back into the Monster World, accidentally gives away Randall's cloaking abilities, allowing Sulley to knock Randall off him by punching him in the face. After Sulley, Mike, and Boo escape, Mr. Waternoose tells Randall there cannot be any witnesses and Randall maliciously replies there will not be, hinting at possibly killing Mr. Waternoose as well.

While Sulley and Mike lead Randall on a wild chase through a large chamber where thousands of doors to the human world are kept, Mr. Waternoose rallies the CDA to capture Boo and arrest Sulley and Mike under the pretence that they are the criminals responsible for the entire incident.

After the trio defeats Randall and banishes him to the human world where he gets beaten up by hillbillies, they return to Scare Floor F which is packed with CDA agents, Mike distracts the CDA by driving them away while Mr. Waternoose catches sight of Boo with Sulley and gives them a chase to the simulation room.

Mr. Waternoose breaks into the room Sulley ran into with Boo and confronts Sulley. Sulley tries to reason with Mr. Waternoose to not follow through with his plan because kidnapping children is wrong, but he declares he has 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 he instead grabs the mechanical simulated child. Just then, the wall goes up to reveal that Mike is behind the controls. Mike, who has recorded the confrontation between Sulley and Mr. Waternoose, plays back his favourite part to reveal Mr. Waternoose's confession to the CDA as Waternoose watches in bewilderment. With this incriminating evidence, the CDA turn on Mr. Waternoose and arrest him. As he is being dragged away, he angrily accuses Sulley of "destroying" Monsters, Inc. and making the energy crisis worse. Roz arrives and congratulates Sulley and Mike for exposing Randall and Mr. Waternoose's evil plot. Shortly after he seen in a CDA truck with a few CDA agents to be taken away which all the Monsters, Inc. employees witness. This seems to be a lose-lose scenario when Sulley realizes how true it is for the company's demise until Mike leads him to realize that based on their experience with Boo, laughter can put the company back in business, which it does as laughter is discovered to be ten times more powerful than screams and thus, stops the energy crisis.

With this, Sulley is made the new CEO of Monsters, Inc. and it can be assumed that Mr. Waternoose regrets his actions when he hears about the company's rebounds in prison.

### Monsters University

He was going to appear in the prequel, but this was dropped at the last minute. After Sulley and Mike begin their new jobs at Monsters, Inc., they eventually work their way up to the position of the scaring team job that they have in the first film. This is revealed to the viewer when Mike's M.I. locker shows photos of them beginning this job and shaking hands with Mr. Waternoose. This is likely when the bond between him and Sulley began to grow. In the photo, he sports a black afro and a chinless beard which he lost some time before M.I.

## Television Appearances

### Monsters at Work

Mr Waternoose doesn't appear in the sequel television series, but his picture is seen and he is mentioned. The series takes place one day following Waternoose's arrest, and Sulley and Mike are put in charge of Monsters, Inc where they plan to replace the scares with laughs. It is revealed that Waternoose invited scare trainee Tylor Tuskmon to join the company before he was arrested, so by the time Tylor turns up the company is far different than what he wanted.