Henry J. Waternoose (a.k.a. "Mr. Waternoose" and simply "Waternoose") is one of the two main antagonists in Monsters, Inc., alongside Randall Boggs, and a cameo character in Monsters University. He is an overweight gray crab-like monster wearing a business suit with six legs, two six-fingered claws, and five eyes.

Monsters, Inc.

Monsters 002

In the first film, Mr. Waternoose is the CEO of Monsters, Inc. He is one of three owners, all cast down from lineage. He inherited the factory from his father when he was 142 years old, and turned it into the modern energy factory that appears at the beginning at the movie.

He is first shown at the very beginning of the film, warning Thaddeus Bile and the trainees about the dangers of a human child after Thaddeus has unsuccessfully attempted to frighten a simulation child in bed.

On the day when the monsters are working to collect scream energy from the human children all over the world, Mr. Waternoose is notified that 58 doors have been lost in the week, to which Mr. Waternoose remarks how kids are growing less scared of monsters. Sulley, being the company's biggest "producer" and Mr. Waternoose's protégé, is asked to come down to the scare training room and show the new employees how scaring should be done. However, Mr. Waternoose is behind a plot to increase the dwindling scare production along with Randall, the company's second-biggest producer and a less-than-savory fellow worker.

When Mr. Waternoose finds out that Sulley and his partner Mike have brought in a human child (whom Sulley has nicknamed "Boo"), he compassionately proceeds to help them disperse the problem. He takes Boo from Sulley, but then reveals his true nature and banishes duo to the Himalayas, even though he later expresses regret in doing so, stating that he shouldn't have trusted Randall (whom he most likely hired for the task) and because of him, he had to banish Sulley. This could mean that he sincerely feels remorse over stabbing Mike and Sulley in the back, but his comment about how Sulley was his best scarer likely means more of a concern over loss of productivity and killing the golden goose more than anything.

With Randall and his assistant Fungus, Mr. Waternoose proceeds to extract screams from Boo with help from a Scream Extractor, but Sulley, who has snuck back into the Monster World, intervenes at the last moment before the Scream Extractor gets to her mouth, dismantles the device, throws it at Mr. Waternoose and Randall, and rescues Boo. Mr. Waternoose then orders Randall to stop Sulley and finish him off, 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 to go after them.

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 Sulley, Mike, and Boo.

After the trio defeat Randall and return to Scare Floor F, Mike distracts the CDA by driving them away while Mr. Waternoose catches sight of Boo with Sulley and gives them chase to a simulation room.

Mr. Waternoose breaks into a room where Sulley has went into and confronts Sulley, declaring that he'll kidnap a thousand children before he lets the company die. Knocking Sulley out of his way, he tries to grab Boo from the bed, but he instead grabs the simulation child. Just then, the wall goes up to reveal that Mike is behind the controls. Mike, who has recorded the confrontation between Mr. Waternoose and Sulley, plays back his favorite part to reveal Mr. Waternoose's nefarious scheme to the CDA as Mr. Waternoose watches in bewilderment. With this incriminating evidence, the CDA turns on Mr. Waternoose and arrests him. As he is being dragged away, Mr. Waternoose angrily blames Sulley for destroying the company and making the energy crisis worse since there's no other way to get scream energy. Mike and Sulley seem to accept this until Mike mentions they've had some laughs, which inspires Sulley based on their experience with Boo. Laughter is proven to be ten times more powerful than screams as Monsters, Inc. comes back on top with Sulley as the new CEO, averting the crisis.

Monsters University


Mr. Waternoose is not physically seen at any point in the prequel aside from a picture in the montage near the end showing Mike and Sulley gaining promotions in Monsters, Inc. and shaking hands with him. In the picture, he has facial hair and an afro, which he lost prior to the events of Monsters, Inc.


Although Waternoose is an antagonist in this movie, he has a gentle, fatherly facade and is only driven to villainy out of desperation to keep Monsters, Inc. afloat in the midst of the energy crisis. He becomes more villainous as this drive and desperation strips 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.


  • Mr. Waternoose is the last animated character voiced by James Coburn before his death in 2002.
  • Although Waternoose ended up becoming involved in abducting Boo despite his claims of children being toxic to monsters, it is never made clear whether he knew children were not toxic, and thus lied about their danger to the monsters, or 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.
  • Waternoose is the first Pixar villain that has his true nature revealed on camera near the end of the film, second being Ernesto De La Cruz.
  • Waternoose was originally going to be voiced by Kelsey Grammer in Monsters University (Kelsey had previously voiced Stinky Pete in Toy Story 2), but he was dropped out for unknown reasons.
  • Though Waternoose states that the company had been in his family for three generations, any attempt to name him as "Henry J. Waternoose III" is an assumption that his name was passed down from grandfather to father to son. His father's and his grandfather's names are never stated and could have easily been unique names for each one.


Flint: "And leaving the door open is the worst mistake any employee can make because...?"
Bile: " could let in a draft?"
Waternoose: "It could let in a child!"
Flint: "Oh! Mr. Waternoose!"
Waternoose: "There is nothing more toxic or deadly than a human child. A single touch could kill you! Leave a door open, and a child could walk right into this factory, right into the monster world!"
—Waternoose explains how dangerous a mistake from leaving a door open can be
"Our city is counting on you to collect those children's screams. Without scream, we have no power. Yes, it's dangerous work, and that's why I need you to be at your best. I need scarers who are confident, tenacious, tough, intimidating. I need scarers like... like... James P. Sullivan."
—Waternoose's desire
"Kids these days. They just don't get scared like they used to."
—Waternoose's statement on kids becoming sensitized
Waternoose: "James, this company has been in my family for three generations. I would do anything to keep it from going under."
Sulley: "So would I, sir."
Waternoose: "Say, I could use your help with something."
Sulley: "Anything, sir."
Waternoose: "You see, we've recently hired some new recruits, and frankly, they're... um..."
Sulley: "Inexperienced?"
Waternoose: "Oh, they stink!"
Sulley: "Uh-huh."
Waternoose: "I thought you could drop by the simulator tomorrow and give them a little scare demonstration, show them what it takes to be our top scarer."
Sulley: "I'll start with the old Waternoose Jump-and-Growl. [He jumps and growls]"
Waternoose: "Oh! Ha ha! That's my boy."
—Waternoose and Sulley
Waternoose: "Well hello, little one. Where did you come from?"
Sulley: "Mr. Waternoose."
Waternoose: "Ah, James, is this one
Mike, Sulley, Henry Waternoose, and The CDA
Sulley: "Ah, actually that's my uh, cousin's sister's daughter, sir."
Mike: "Yeah, it's uh, 'Bring an Obscure Relative to Work Day.'"
Waternoose: "Hmm, must have missed the memo."
—Waternoose, Sulley, and Mike, as Waternoose meets "Boo" in disguise
Waternoose: "I shouldn't have trusted you. Because of you, I had to banish my top scarer."
Randall: "Ah, with this machine, we won't need scarers. Besides, Sullivan got what he deserved."
Waternoose: "Sullivan was twice the scarer you'll ever be!"
—Waternoose and Randall, as the former regrets banishing Sulley
Waternoose: "This has gone far enough, James."
Sulley: "She's home now. Just leave her alone!"
Waternoose: "I can't do that! She's seen too much. You both have."
Sulley: "It doesn't have to be this way."
Waternoose: "I have no choice. Times have changed. Scaring isn't enough anymore."
Sulley: "But kidnapping children?"
Waternoose: "I'll kidnap a thousand children before I let this company die! And I'll silence anyone who gets in my way!"

Sulley: "NO!"

—Waternoose confronts Sulley in a simulation room
Mike: "Well, I don't know about the rest of you guys, but I spotted several big mistakes."
Waternoose: "But-but-but how-how did...? How did...?"
Mike: "You know what? Let's watch my favorite part again, shall we?"
Waternoose (on TV, repeating): "I'll kidnap a thousand children before I let this company die!"
—Mike repeats Waternoose's scheme on the TV
CDA: "I'll get him. All right, come with us, sir."
Waternoose: "What are you doing? Take your hands off me. You can't arrest me. I hope you're happy, Sullivan, you've destroyed this company; Monsters, Incorporated is dead! Where will everyone get their screams now? The energy crisis will only get worse BECAUSE OF YOU!!"
—Waternoose, as the CDA turns on him and takes him away


Preceded by:
Henry J. Waternoose II
CEO of Monsters, Inc.
Monsters, Inc.
Succeeded by:
James P. "Sulley" Sullivan