WilliamWill and Friends Destroy Marchington is a movie created by WilliamWill2343 and PB&Jotterisnumber1. It was released on July 17, 2015.


Marchington declares war on Lake Hoohaw and the entire United States because Patricia Alia wants to expand her kingdom to greater sizes. Sophie wants to save her land from danger. So she calls WilliamWill2343 and their friends to destroy Marchington, save the hostages that have been turned into animals, and save the U.S.A. and Lake Hoohaw.


  • Kayla as Sophie the Otter, Jelly Otter, Kai-Lan, Sofia the First, Rainbow Brite, Blythe Baxter, Butterbear, Mimi Rabbit, Dotty Dog, Gadget Hackwrench and Gamora
  • Kimberly as Peanut Otter, Roobear Koala, Zipper Cat, Potato Chip Popple, and Bobby Bear
  • Shy Girl as Baby Butter Otter, Shy Violet, Pretty Bit Popple, Bibsy Popple, and Mingle
  • Jennifer as Opal Otter
  • Belle as Sheriff Callie and Patty O'Green
  • Allison as Patricia Alia and Hoppopotamus
  • Julie as Betty Koala, Prize Popple, Puffball Popple, Black Widow and Mommy Koala
  • Emma as Indigo
  • Kate as Doc McStuffins, Party Popple, and Lala Orange
  • Tween Girl as Pinch Raccoon, Pancake Popple, and Laura Koala
  • Princess as Katherine Koala, Punkity Popple, Darby, Canary Yellow, Bonnie Wagner and Woolma Lamb
  • Ivy as Melody, Rosellia, Sally Otter, Cribsy Popple, Chip, Dale, Zipper, Portia Porcupine, Patty Rabbit, Scootch Raccoon and Jennifer Koala
  • Eric as Star-Lord, Iron Man, and P.C. Popple
  • Alan as Monterey Jack, Thor and Drax the Destroyer
  • Young Guy as Flick Duck, Billy Wagner, Bingo "Bet-it-All" Beaver, Red Butler
  • Brian as Buddy Blue
  • Paul as Ernest Otter, Bumblelion, Captain America and Rocket Raccoon
  • Zack as Punkster Popple and Moosel
  • Scary Voice as Hulk
  • Dave as WilliamWill2343 and Groot
  • Kidaroo as Munchy Beaver, Rhinokey, and Eleroo


[The company logos play]

[We see the words "WilliamWill Pictures presents". Then we see "A Skydance Productions/ParaYonder Pictures production"]

[The title of the movie appears]

[We see Sophie the Otter reading a newspaper]

Sophie: "Uh oh! That mean woman has declared war on my region! I must tell my cousins about this!

[Sophie goes to PB&J's Houseboat]

Sophie: "PB&J! Quick! You need to listen to this!"

[PB&J read the newspaper. It reads the following below]


Marchington declares war on Lake Hoohaw and the entire United States of America

Patricia Alia, the official leader of her country called Marchington, has just declared war on the peaceful lake region of Lake Hoohaw, Ontario, Canada and The United States of America to take over as ruler of these two places as a way to expand her own kingdom. Mayor Jeff's reaction to it was shocking, as he didn't want any war occurring in the natural environment of the utopian region. Patricia has threatened to bomb the shore of the lake with nuclear bombs that contain plutonium, one of the most dangerous elements on Earth. The plutonium may cause extensive radioactivity in Lake Hoohaw and any subsequent areas surrounding the location if one is successfully deployed. She has also threatened to kill President Barack Obama and kidnap and turn anyone who is a six-year-old girl into a animal.

Only at least one alliance can prevent any further havoc. If this has been stopped, then both regions will return to their peaceful state again. 

Peanut: "Oh no! Patricia is gonna ruin our land!"

Jelly: "We have to stop her from doing so!"

Sophie: "How about if we call WilliamWill2343 and our favorite cartoon and movie characters? We will also bring your mama and daddy along for the ride too, as long as they accept it."

[PB&J goes to tell their parents as Sophie calls WilliamWill and their friends]

[15 minutes later]

Sophie: "Now that everyone's here, let's get some weapons."

Katherine: "How about if Kai Lan, Chip, Dale, Billy Wagner, Bonnie Wagner, Sheriff Callie, The Get-Along Gang, Patty Rabbit, Doc McStuffins, Bobby Bear, Pinch and Scootch Raccoon, Betty Koala, Mingle, Laura Koala, Roobear Koala, Rainbow Brite, The Color Kids, Mimi Rabbit and Floppy Rabbit could use their powers they've acquired in the events of The WilliamWill Movie."

Sophie: "We could do that, Katherine." (to Quintion) "Hey Quintion! Upon Katy's request, bring us the potions!"

WilliamWill2343: "Okay, Sophie. I also made 2 extra potions for Blythe Baxter and Sofia the First."

Sofia the First: "For us?"

Blythe Baxter: "Count both of us in!"

[They drink the potions and they gain their powers they've acquired from The WilliamWill Movie. Blythe Baxter gains three superpowers and they are Spherical Form, Size Manipulation and Organic Wing Manifestation. Sofia the First gains four superpowers and they are Butterfly Morphing, Earth Manipulation, Plant Attacks and Enhanced Strength]

Blythe Baxter: "I can make anything grow or shrink!"

Sofia the First: "And I can transform into a butterfly!"

WilliamWill2343: "How do you like your new powers?"

Blythe: "They're interesting!"

WilliamWill2343: "Now let's go destroy the city, but first, I need to call S.H.I.E.L.D. and The United Nations Army. I'll be right back."

Blythe: "OK, Quintion."

[After WilliamWill2343 calls S.H.I.E.L.D and The United Nations Army]

WilliamWill2343: "Is everyone ready to save the country and Lake Hoohaw?"

Sophie: "Yep. Now, where's your jet?"

WilliamWill: "My Thunderbird is right here, Sophie. Get in!"

[Everyone gets in the jet and it takes off]

Sophie: "When will we get there?"

WilliamWill2343: "In about 1 hour."

Kai-Lan: "What can we do in the meantime?"

WilliamWill2343: "Well try out your powers."

Doc McStuffins: "That counts as a past time, so why not?"

WilliamWill2343: "Sofia the First, show us your powers.

Sofia the First: "OK!" (Becomes a butterfly)

[Bibsy and Cribsy giggle in delight]

Party: "Hopefully this won't be too nerve-wracking!"

Puzzle: "If Sofia gets into my stomach. I would be a jitter bug!"

[Sofia lifts up Jennifer Koala]

Jennifer: "Woah!"

WilliamWill2343: "Now, Blythe, show us your powers."

[Blythe makes a crate very small]

Putter: "At least I didn't get that shrinking feeling." (giggles) 

[Blythe turns into a ball]

Pancake: "Look! She can be just like us!"

WilliamWill2343: "How about if you try out the potion, too, Gadget Hackwrench."

Gadget: "Golly! I could use that."

[WilliamWill gives Gadget the violet potion]

Gadget: "I wonder what powers I will obtain." (drinks it and experiences a change) "Look! I'm getting my ability!"

[She gains five superpowers and they are Enhanced Condition, Supersonic Flight, Technology Manipulation, Energy Whip Generation, and Ionic Manipulation (she also turns into a human)]

Gadget: "Now, I am a homo sapiens with better condition. I can also fly, control technology, generate energy whips, and control ions."

WilliamWill2343: "How do you like your new powers?"

Gadget: "They're great. Let's check if anyone else wants to try a potion!"

WilliamWill2343: "How about Melody and Darby?"

Darby: "Oh! I really want a potion!"

Melody: "I second that. Also, Willy, how many potions are remaining, anyway? I'll just find out... somehow there's 40 potions remaining."

WilliamWill2343: "Exactly, Melody. Now, want to try one?"

Melody: "OK! Let me pick a color..."

[Melody picks out pink while Darby picks out a lavender potion]

Melody: "Now the two of us will drink it." (They simultaneously drink their potions)

Darby: (experiencing a change) "Cool! We're changing!"

[Melody and Darby gain six superpowers; Darby has Bear Morphing, Lightning Ball Form, Hair Manipulation, Flawless Restoration, Carbon Manipulation, and Psionic Manipulation. Melody has Prehensile Tail, Night Vision, Claw Retraction, Enhanced Flexibility, Disintegration, and Pyrokinetic Shapeshifting]

Darby: "I have a bear form now!" (Becomes a bear and growls)

Melody: "And I can see clearly in the darkness."

WilliamWill2343: "What do you think of your new abilities?"

Darby: "Sweet!"

[The jet lands in a clear area near the entrance to Marchington]

WilliamWill2343: "We're here, everyone! Avengers, S.H.I.E.L.D, United Nations Army, and everyone else, are you ready?"

Captain America: "Yes, we are."

Nick Fury: "Roger that, Quintion."

Black Widow: "Agreed."

Thor: "Let our power intensify."

WilliamWill2343: "That's the spirit."

[Blythe Baxter changes into a ball and rams through the entrance to Marchington]

Blythe Baxter: "The entrance is free to access! Let's go!"

[The team begins to attack the city]

Sophie: "Can you cry some more? Yes you can!"

[Melody uses her tail and claws to attack the citizens]

[Darby goes into her bear form, chasing a group of citizens]

[Sofia uses leaves to attack the army]

[Blythe Baxter, the 9 original Popples, Punkster, Punkity, Bibsy, and Cribsy bounce into cannons in ball form. They shoot from them, attacking 20 citizens in the process]

Puffball: (in Catherine voice) "You shall never see the light of day....just darkness in the night!"

[WilliamWill2343, Roobear, Laura, and Betty Koala go into The Marchington Baptist Church]

Priest Sviatoslav Fernandez: "Dearly, belo-" (is interrupted by the entrance) "What are you nasty fellows doing in here?! You know you don't have permission to enter!"

Roobear: "Too bad! You're sinners!"

Laura: "Roobear's right!"

Betty: "It's time to take you down!"

WilliamWill2343: "And to top it all off!" (takes out his golden sword) "I'll take you down with my golden sword!"

[Laura shoots flames from her hands to burn the church]

[Roobear transforms into a venomous snake and poisons the patrons attending the church]

[Betty uses her Nuclear Manipulation ability to attack Sviatoslav]

WilliamWill2343: "And He shall smite the wicked and send them into the fiery pit."

[Roobear, Laura and Betty Koala do a high-five and they get out of the church as WilliamWill2343 throws his golden sword at the priest, cutting his head off and jumps out of the church as it explodes]

Roobear: "Our work here is done!"

[Cut to Sophie, PB&J, Opal, and Ernest in front of Patricia Alia's residence called the Marchington Dome]

Sophie: "My relatives! This is the main building of Marchington! Let's get in and attack the people inside!"

Jelly: "Roger that!"

[The six otters head inside as the Otter Family becomes the Quantum Quintet]

Musteelid: "CHARGE!!!!"

[Ultra Jellina electrifies the workers]

Worker Christine: "STOP ZAPPING US!"

Ultra Jellina: "Well, that's what you deserve for supporting Patricia! Now you're going down!"

[The rest of the team join them]

Sophie: "Look, our allies have united with us!"

[Kai-Lan turns into a lion to kill the receptionist]

[The receptionist is beheaded]

[They find a room filled with bird cages where the birds are]

Kai-Lan: (now in her normal form) "Birds...Let's free them."

[They free the birds which turns them back into six year old girls]

Vanessa Goddard: "Yay! You freed us!"

WilliamWill2343: "Of course we did!"

Kylie Wattson: "We could've stayed as birds without your help!"

WilliamWill2343: "Let's go. There is a room full of cats and dogs!"

[The heroes enter a room filled with cats and dogs inside cages]

Pinch: "They're trapped! Come on! We have to turn them back!"

[The team free the cats and dogs from their cages, they turn back into six year old girls]

Angie Mills: "Hooray! Thank you!"

WilliamWill2343: "You're welcome."

[They head inside a room full of elephants, Lions, Zebras and Giraffes]

Prize: "This is getting wild!" (Looks at herself in a hand mirror) "I hope my hair's straight."

Billy: "Prize! This is not the time to look at a mirror. We still have some animals to save!"

[Katherine uses her necklace to turn the Elephants, Lions, Zebras and Giraffes back into six year old girls]

Katherine: "Don't worry, we'll free you all!"

[The team unlocks the cages to free the girls]

Emma Sampson: "Thank you for saving us!"

WilliamWill2343: "No problem, you're free to go."

[The team heads inside a aquarium room full of Whales, Dolphins, Sharks, and other fish]

Doc McStuffins: "Looks like we need to get them out in a different way!"

[Bobby Bear uses his hand into break the glass as Sophie turns the water into vapor, turning the fish back into six year old girls]

Jo Rodster: "Yipee! I'm free at last!"

Jane Rodster: "You said it, my twin sister!"

WilliamWill2343: "One more room to go...."

[They head inside the last room full of Lizards, Frogs, Toads, Salamanders, and Chameleons]

Scootch: "Look! Reptiles and Amphibians!"

[They unlock the cages as the reptiles and amphibians turn back into six year old girls]

Yvonne LaVert: "You rescued me! Thanks a lot!"

WilliamWill2343: "Now let's go to Patricia Alia's Office!"

Bonnie Wagner: "We're on it!"

[The team goes to Patricia Alia's Office]

Patricia Alia: "Where do you think you're going?"

Paternamo: "I, Paternamo, am gonna whip you outta here with my elastic necktie!"

Patricia: "Don't even think about-" (Gets whipped by Paternamo's tie)

Musteelid: "Way to go, Paternamo!"

Patricia: "You freaks cannot stop me!"

[Blythe turns into a ball and attacks Patricia]

Blythe Baxter: "Time for the Popples to join me! It will be more effective!"

[The 9 original Popples, Punkster, Punkity, Bibsy, and Cribsy join Blythe. They torpedo Patricia]

Patricia: "OW! But this is not over yet!"

Sophie: "I'm afraid it is now. Water Storm, PREVAILLLLLL!!!!!!!" (Uses Water Storm at Patricia)

[Patricia gets launched out of the Marchington Dome]


Infantitan: "Alas, our antagonist has officially suffered."

Blythe Baxter: "Well, we did our best. Wait a minute, did you just talk a hard-to-understand sentence?"

Ultra Jellina: "You see, whenever Baby Butter becomes Infantitan, she becomes able to speak complicated sentences."

Blythe Baxter: "Unbelievable!"

Musteelid: "And her intellect skyrockets."

[2 hours later, the team see Marchington in ruins]

WilliamWill2343: "Well, team. We have succeeded in destroying this place."

Katherine: "Well, audience. I hope you enjoyed this movie!"

[Iris out, but Katherine holds onto it]

Katherine: "We'll be back for more, we swear!" (the iris snaps on her)

Katherine: (offscreen) "Ouch!"

[The End]