Captain Hook plots to destroy Peter and gain his treasure all at the same time. His first part of the plan is kidnap Wendy to lure Peter to his doom but he mistakes Jane, her daughter. Unfortunately for Hook, Pan arrives but Hook summons an undersea giant octopus to kill both Peter and "Wendy". Peter dives down to battle and is seemingly killed. Just as Hook begins to celebrate Peter reveals to be alive and using pixie dust, Tinker Bell boards the octopus onto Hook's ship. After accidentally swallowing Hook, the Octopus develops a taste and becomes another crocodile problem for the Captain. The Octopus pulls him out of the ship and into the water (the first pull accidentally pulled his pants down). Hook flies back onto the ship and gently asks Smee to fix the broken plank so he can "make him walk it!" (he doesn't actually)
Later on during a massage, the Captain is again attacked by the octopus who is shooed away by Smee. This encounter angers Hook even more to the point where he gathers the pirates to sail to the island to find and kill Peter. While searching the witness the girl they kidnapped is not Wendy but her daughter Jane and that she is desperate to return home. This gives Hook yet another plan. That night he tricks Jane into working for him. If she can find his treasure; he'll give her a ride home on his ship. Jane acts as if she's playing the game treasure hunt to have Peter and the lost boys assists her. Eventually the treasure is found but she changes her mind and throws the whistle to summon Hook into the waters. It is found by one of the lost boys who blows it and they are ambushed by the pirates.
Back in the ship Captain Hook prepares to watch Pan's death but is interrupted by Jane and Tinker Bell. A battle follows and in during which Pan is set free. Hook's anger and frustration is targeted for Jane who is the cause if his failure. Just before he murders her, Peter saves the day having Hook fall into the ocean attracting the octopus. It chases Hook through the ship, now sinking. Hook and the pirates are then chased away.
Cruella returns in the sequel here voiced by Susan Blakeslee. In this film, Cruella is first seen trying to find a substitute for her fur obsession. She meets a man named Lars and quickly admires him for his artistic vision. Lars' paintings of spots proves a fine replacement for Cruella's prior obsession. However, Cruella eventually bores of Lars' work but to help Lars, she bails out Jasper and Horace to kidnap the dalmatian puppies again.
The duo kidnap the puppies and takes them to Cruella's home. Lars believes Cruella wants him to paint puppies but after he finds out he would have to kill the puppies he refuses and calls Cruella a sicko. In anger, Cruella ties Lars onto a large target and throws several knives at him as torture. She returns to her psychotic state and wishes to have a new fur coat once again. Jasper and Horace are given the job to murder the puppies again but the dogs escape. A chase through the city follows which leads to Cruella's defeat by the dalmatian puppy Patch. Cruella is arrested and sent to the Asylum.