What makes villains bad? Some just seem to be driven to an evil destiny, twisted to the core and doomed to wreak havoc in the world. Others were good until some calamity drove them to change and take up their life of destruction. In superhero movies, villains cover a spectrum of motives.

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Villainous origin stories are often as compelling as heroic ones: the Big Bad is not just a cardboard cutout with jagged teeth drawn on; they are multifaceted and deep, and it's the tale of where they started from that makes them this way. Whatever cinematic universe they reside in, whatever hero they face, whatever city they terrorize, these villains have some of the greatest origins.

Updated on December 3, 2022, by Levana Chester-Londt: Becoming a memorable villain does not only involve boasting a terrifying intimidation factor or an epic, cutting-edge character design, as it's the backstories that most fans show interest in. Sure, a flashy appearance and intriguing dialogue can certainly capture viewers' attention; however, getting a chance to discover how each villain turned into a vicious fiend is when all the magic happens!

More often than not, the fan-favorite villains possess a relatable origin story that works almost like a reversed-redemption arc, imploring the audience to show some empathy, as their course down the path of evil is surely justified by now, right?

14 Kingpin - Spider-Man, Into the Spiderverse

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Wilson Fisk is the ultimate multidimensional Big Bad threatening the Spiderverse; however, his intentions are nothing but selfless and fueled by love, even if his methods are less than moral. As the Kingpin of New York City, Wilson can have anything he desires, except for the only thing he truly yearns for; being reunited with his family.

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Unaware of her beloved husband's criminal activities, Amanda was devastated to discover Wilson one dreadful day in the heat of combat against the honorable Spider-Man. Scooping up their son and fleeing the scene, Amanda and little Richard are inadvertently killed in the chaos; and Kingpin has spent every waking moment since obsessing over his Super-Collider. While trying to find a timeline with his where the precious pair is still alive and well, everyone else's reality gets warped, but that's not Kingpin's problem; he is on a mission!

13 Mystique - First Class And Day Of Future Past

Jennifer Lawrence as Mystique holding a white gun in front of the American flag in Days of Future Past

Although Mystique and Magneto are arguably one the greatest villainous power couples in the X-Men franchise, they each travel different routes into the darkness; both tales, ironically, revolve around the ultimate good guy, Professor X himself. After struggling to fit in with her eye-catching transformative mutation, Raven Darkhölme stumbles into the accepting arms of a young Charles and spends the next several years loyally by his side, thankful to have an ally for a change.

The pair's sibling-like bond gets a bit weird after puberty hits, and Raven develops feelings for her knight-in-shining armor but gets unceremoniously rejected, which she assumes to be because of her "hideously" bizarre features. Even though Hank McCoy shows interest in Raven, it's the dashing Erik M. Lehnsherr who is the first to accept the downtrodden girl for who she truly is, subsequently inspiring her to embrace Mystique to the fullest (and become one of the most formidable assassins around).

12 Red Mist - Kick-Ass

Red Mist Kick-Ass

Chris Genovese's backstory may not be the most thought-provoking or gut-wrenching origins around, but it is certainly the best for a giggle! Being the spoiled son of one of the most dangerous gang leaders in New York City has not done much for the young man, who has become a nerdy near-NEET as a result. When the hero he idolizes starts to become a nuisance to the family business, Chris entangles himself within a makeshift group of vigilantes to gather intel but struggles to resist Kick-Ass' charismatic characteristics.

Chris suffers from severe daddy issues and wants nothing more than to make his old man proud, but would rather avoid killing his new buddy to gain Frank's approval. Unfortunately, things turn south and Chris is subsequently orphaned, leading him down a vengeful path with a new vulgar villain name to boot. With the Mr. Nice Guy mask finally off, the former Red Mist takes charge of dearly departed daddy's empire, with the newfound ability to slaughter innocent children, if he so pleases.

11 Amanda Waller - Suicide Squad

DCEU Amanda Waller reacting Cropped

The highly intelligent and respectable Amanda is first introduced to fans in a suggestively protagonistic role, however, it quickly becomes clear that this "Devil" can be more ruthless than even the most feared villains in existence. Amanda's coldhearted dedication to justice solidified the moment her family lost their lives to a bunch of delinquents; she will now stop at nothing to ensure that America is a safe place for everyone (well, except for those who have more use as a tool, instead.)

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Amanda is not technically classified as a DC villain because her essential focus is to (ahem...) make America great again, but her staunch cynicism towards metahumans certainly leaves an antagonistic aftertaste. The Suicide Squad isn't the only ones burdened by her toxic presence, as Amanda meddles in Peacemaker and Black Adam's lives, and also has ties to the Justice League (in the DCAU.)

10 Firefist – Deadpool 2

Firefist from Deadpool 2 in a prison jumpsuit and collar

Russell Collins, aka Firefist, is unusual compared to most villains. In Deadpool 2 he's an angry teenager, not a maniacal adult, and he isn't even consistently villainous: in the future timeline from which Cable originates, Firefist is a serial killer, but in Deadpool's present timeline he's still just a scared, hurt mutant trying to figure things out.

His mission to kill those who abused him at the Mutant Re-education Center is a sympathetic one, so even when Firefist is wreaking havoc, it's hard not to feel sorry for the kid. Plus audiences have the pleasure of seeing both his origin story and its potential possible endings in the future timeline.

9 Thanos – Avengers: Infinity War

thanos 5 Cropped

In terms of the scale of their destruction, Thanos is one of the most despicable villains in all superhero cinema. He wants to wipe out half of all life in the universe, after all, but the moments leading up to that iconic finger snap are as important as the finger snap itself.

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Avengers: Infinity War depicts Thanos as more than just an intergalactic warrior on the hunt for Infinity Stones, after all. After watching the destruction of his homeworld of Titan due to overpopulation, Thanos swore never to let such a catastrophe happen again. Erasing half of all life from existence is his way of rebalancing the universe. It might be a homicidal overcorrection, but he has a good reason for wanting to carry out his master plan, even if the cost turns out to be more than he or anyone can bear.

8 Ozymandias – Watchmen

Ozymandias from Watchmen wearing a puple suit

Adrian Veidt, the retired superhero once known as Ozymandias, is at the center of the terrible occurrences in Watchmen, to this day one of the best comics out there. Why did Ozymandias kill the Comedian, frame Rorschach, and otherwise terrorize those he once called friends? For world peace.

Ozymandias detonates nuclear weapons around the world and stages an alien invasion, thereby uniting the U.S. and U.S.S.R, achieving the peace he wanted at the cost of countless lives. Like Thanos, Ozymandias considers himself a hero, bringing about peace and prosperity for others. If it takes the obliteration of New York and the mass traumatization of the earth to achieve that peace, so be it.

7 Electro – The Amazing Spider-Man 2

Electro in The Amazing Spider-Man 2

Prior to meeting Spider-Man, Electro is just Max Dillon, an Oscorp Industries electrical engineer. His transition from pathetic nobody to Spider-Man-obsessed fanboy to traumatized accident survivor and at last to an electricity-wielding supervillain is one of the most elegant villain arcs around.

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Where The Amazing Spider-Man 2 succeeds is in painting Max as a basically decent guy who just wanted a friend and some respect. It might not justify everything he does later, but it's undeniable that Max isn't a hard-boiled, bloodthirsty villain like others in the genre, even when he's chucking lightning bolts at people like a modern Zeus. Anything involving genetically engineered electric eels is undeniably weird and cool, so Electro's origin has that going for it too.

6 The Penguin – Batman Returns

The Penguin as depicted in Batman Returns

Whatever Tim Burton touches turns gothic and weird, and his foray into the Batman canon with Batman Returns is the finest example. Burton's version of the Penguin is gross, sinister, and in many ways appalling.

By framing the film's story around the Penguin's origin, however, following him from his abandonment by his parents in the sewer to his bid for Gotham's mayoral office and at last to his battle with The Dark Knight, it's hard not to feel for Oswald Cobblepot. Caged and ultimately discarded because his socialite parents could not handle his deformity, Oswald is yet another villain who just wanted to be loved. If his parents won't, at least the penguins at the Gotham Zoo will.

5 Killmonger – Black Panther

Erik Killmonger in chains standing next to W'Kabi in the Wakandan Throne Room

Black Panther is an extraordinary film at pretty much every level, from the direction of Ryan Coogler to the performances of Chadwick Boseman, Lupita Nyong'o, and Danai Gurira, but Erik "Killmonger" Stevens is one of the best parts of all. A superhero as skilled and interesting as Black Panther needs a foil just as good, and he gets it in Killmonger.

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A U.S. Navy Seal and Wakandan who disagrees with how T'Challa wishes to rule, Killmonger is not above dethroning his cousin in the name of securing what he believes to be the proper future for the people of his nation. Though they have very different ideas of how to bring about a safe and prosperous future for Wakanda, Killmonger and Black Panther are in perfect agreement about that goal, giving audiences a chance to see the morals of their hero reflected back.

4 Ultron – Avengers: Age Of Ultron

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Often the reason that a villain's origin story is good is that it is grounded in an understandable, even justifiable motive for villainy. Sometimes bad guys want to do the right thing, but the means to that end make them villainous. Such is the case with Avengers: Age of Ultron. An AI created by Bruce Banner and Tony Stark to help provide for the protection of the earth, Ultron was created to be a hero.

Given a mind by two of earth's most brilliant heroes, Ultron immediately uses that mind to try to eradicate humanity in the name of protecting earth. Ultron's origin is also beautifully condensed: as an AI, he is simultaneously a naive child and a seasoned adult, making his actions all the more troubling.

3 Magneto – X-Men

Ian McKellen as Magneto in X-Men

There are perhaps no superhero villains with a more sympathetic origin than Magneto in X-Men. An Auschwitz survivor who witnessed firsthand the atrocities of humankind, Magneto has trust issues that are beyond justified.

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Magneto's close friendship with Professor Xavier is destroyed by their inability to agree on the relationship between humans and mutants. Magneto sees humans as a fundamental, inevitable threat: a force of discrimination, violence, and hate that will destroy the mutants if the mutants do not destroy them first. Given everything he's gone through, one can't even blame him. When Magneto and Xavier clash it is the clash of two heartbroken friends, torn apart by incompatible ideas. Magneto carries his origin with him in every decision.

2 Mr. Glass – Unbreakable

Unbreakable Samuel Jackson

Elijah Price, aka Mr. Glass, is a comic book theorist left intensely vulnerable by a disorder that causes his bones to easily break. His vulnerability is balanced by the invulnerability of David Dunn, a seemingly ordinary man forced to accept his own superheroic fortitude and strength after surviving a train crash.

The revelation that Mr. Glass has been orchestrating high-profile accidents, including the train crash, to find his superheroic counterpart is the perfect follow-up to his origin story. There is a rightness about the cosmic logic of Mr. Glass's actions, even if his terroristic violence remains reprehensible. Forgotten by some, Unbreakable is superhero gold thanks to Mr. Glass.

1 The Joker – The Dark Knight

the dark knight batman joker heath ledger

A good origin story is the puzzle piece that brings the picture into focus: otherwise random heists and murders become explicable. By learning about where a villain comes from, and what drives them, we learn what sort of person they are. Yet The Dark Knight presents a contradictory account of the Joker's origins: he tells multiple stories of his own beginning, each contradicting the last.

This obfuscation is intentional. The Joker is mad, an agent of chaos. It fundamentally doesn't matter why he does what he does; like Halloween's Michael Myers he is an elemental force as inevitable and irrational as a tornado.

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