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When Bad Guys Turn Good: Villain Arcs in Movies

I am the author of three middle-grade children's books, and I blog on the side. My favorite topics are movies, writing, and pop culture.


About villains

The world can be a bleak place, and movies can mirror that with a good villain for their story. Some of the greatest villains ever invented were written for the screen. There is no single formula to create a good villain. Some are pure evil. Some are victims of their circumstances. Some spontaneously maneuver from one side to the other.

My favorite villains, though, are the ones that reform, even for a moment, to stop their evil ways and help or spare the hero. There is nothing more satisfying than watching a villain cross over and change their ways. It gives off a feeling of pride and hope to the viewer that maybe we can all change and become better. Here are some situations where bad guys turn good.

Spoiler alert for some older, mainstream films below.

The villain learns new information that changes their perspective.

Some villains do not know their place in the story. They don’t realize that their ways are wrong. They may feel like the victim or the one who has it right.

Maybe they were led to believe something that wasn’t true. Maybe they didn’t know the full story or misinterpreted something they saw or heard. Perspective and how information is processed can shape a character’s entire mindset and even change their life.

The hyenas in The Lion King are a good example of this. They turn on Scar after they find out that Scar had thrown them under the bus. Suddenly, Simba and his crew don't seem so bad in comparison.

The hyenas from The Lion King

The hyenas thought they were on the right side by helping Scar. When they learn otherwise, they turn on him.

The hyenas thought they were on the right side by helping Scar. When they learn otherwise, they turn on him.

The villain resolves a past conflict with a former ally in the hero.

A hero/villain relationship is especially interesting when it involves close friends or family. These relationships can sour over time due to jealousy, arguments, or betrayals.

This is a very real dynamic that springs up in real life all the time. We all have family members who don’t talk to each other. We all know someone who has had a falling out with their friend. Sometimes we are in that situation ourselves.

This dynamic is amplified in films, sometimes escalating to life or death battles. Then, just as the villain is about to strike down the hero, the hero reminds them of this close relationship. Then, they lower their sword, pull their punch, or back down from the fight.

Think of Bucky Barnes in Captain America: The Winter Soldier. One line from Cap jogs his memory, and his kill mission suddenly becomes a rescue mission.

Captain America Reminding Bucky that they are Friends

The villain decides to right past wrongs.

A villain with a conscience may be less threatening but more interesting. Few villains are true sociopaths. They are filled with regret after the initial fun of breaking rules and cutting down those in their way.

By the end of their story, they are ready to make up for it all in some small way. Sometimes that involves going as far as self-sacrifice. This can make the character’s death that much more poignant in that they never get to see the end result of their good deed. Instead, they die with peace of mind and a little bit of their humanity restored.

Think of Yondu in The Guardians of the Galaxy Vol. 2. A constant foil to Star Lord, this film reminds the two of their unorthodox history and opens up Yondu's true feelings toward his surrogate son, providing motivation to atone for his past and save Peter from his birth father.


Yondu decides to save his "son" from his real father.

Yondu decides to save his "son" from his real father.

The villain temporarily helps the hero.

Sometimes a villain is just a villain because they are in the hero’s way, or maybe the hero is in the villain’s way. Conflicting goals can cause a rivalry, especially between siblings, colleagues, or opponents.

When two people are on even playing field but only one is getting ahead, that jealousy can cause a villain to emerge on one side, and the villain is so consumed by their own failures that they begin to obsess over bringing the hero down to their level. So, it’s a relief when these characters see the error of their ways and decide to help out the hero, even if it’s just temporarily. This raises them up to an even higher standard than the hero in this moment since not even the hero is likely to help them out while the villain is down, but the villain does the right thing and picks up the hero when they fall.

Jeanie from Ferris Bueller's Day Off has one such arc. Intent on busting her brother for skipping school, it's not until the end that she decides to help him out. It's definitely not the end of their sibling rivalry but still a noble deed in a story full of sibling backstabbing.

Jeanie saves Ferris from being caught by Rooney.


The villain needs the hero.

This dynamic isn’t about trickery or deceit as it is about simply getting out of a jamb. Sometimes, a villain just needs saved by the hero. They may have been a villain in a previous story and now bring something to the table to help the hero with a new mission. They may not be trusted, but in the end, they do the right thing and are beneficial to helping the hero succeed in their new conflict.

Captain Barbosa from the Pirates of the Caribbean franchise is constantly switching sides to save his own skin. This is most prevalent in At World's End when he resurrects Jack Sparrow in order to gain one of the nine pieces of eight in order to defeat the English Armada.

Barbosa joins Jack Sparrow's team in order to take down Davy Jones.

Barbosa joins Jack Sparrow's team in order to take down Davy Jones.

The villain learns to consider the hero worthy.

A villain can be more of a foil for the hero when the hero just rubs them the wrong way. They can make the hero’s life a nightmare while they try to prove themselves worthy of their hero status. Then, the hero succeeds in proving themselves, and the villain finally does deem them worthy. As a result, they team up to take on a bigger villain as equals.

Rufio from Hook spends most of his screen time refusing to help Peter Pan rediscover his identity. Once Peter figures it out and lets out one of his famous crows, Rufio is impressed and dives in, ready and willing to help Peter save his children.

Rufio and Peter in Hook

The villain is a mindless slave to a greater evil.

Sometimes the villain is a pure victim under the control of another purely evil character. They are either the victim of a ransom, a deal, or a threat by their superior so they do their evil bidding for them.

It’s most satisfying when a character finally resists their evil boss and does the right thing out of spite. Even if outside forces, such as a hero, free them from their bonds, it’s interesting to illustrate that this character is not fueled by evil by showing them automatically stopping their evil ways or even aiding the hero in saving the day.

The Headless Horseman from Sleepy Hollow is revealed to be controlled by Lady Van Tassel. Once he gets his head back, he's no longer a threat to our heroes. In fact, he rids them of the true villain of the story once and for all.

The Headless Horseman freed from his servitude.

The Headless Horseman was a pawn in a larger conspiracy.

The Headless Horseman was a pawn in a larger conspiracy.

Villains have something to teach us.

There’s something particularly satisfying about watching a character transform from bad to good. It gives us all hope that we can be better people, especially watching extreme versions of ourselves do just that on screen.

Humans are complex, and our motivations are not always clear to ourselves or others. These many aspects of ourselves are well-represented in movie villains, and when we watch one break through their own insecurities, jealousies, and motivations to do the right thing, we can take that information and apply it to the decisions we make in our own lives, even when we are at our lowest and angriest.

Who are your favorite movie villains turned good guys? Leave your answers in the comments below, and don’t forget to take my poll!


MG Singh emge from Singapore on December 21, 2017:

Very interesting view point

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