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The Three Ms of an Antagonist

Components of a dynamic villain

The Three Ms of an Antagonist

© 2022 Isabella Bailey

All rights reserved.

When I was a senior in film school, my screenwriting professor taught me one of the most valuable lessons I’ve ever learned about storytelling. He summed it up in three simple sentences, but his words have stuck with me to this day, and have greatly informed my philosophy in screenwriting, novel writing, and even business storytelling.

Our class was having a discussion about the 2009 Pixar film Up. For those who haven’t seen it (and if you haven’t, you really should), Up tells the story of an old man, Carl Fredricksen, who sets out to move his house to a waterfall in South America. He’s accompanied by an adorable but bumbling young scout named Russell, Dug, a talking golden retriever, and a large tropical bird named Kevin. Along the way, the group runs afoul of explorer Charles Muntz.

The exercise was to identify the protagonist and antagonist of the film. The protagonist was easy: Carl Fredricksen is the main character of the story the one with a goal—the one who has to overcome obstacles (and his own flaws) in order to succeed in his quest. Identifying the antagonist, however, gave us trouble. Everyone in the class, myself included, immediately responded that it was Muntz, the explorer obsessed with capturing Kevin who turns against Carl’s group in the second half of the film.

To our surprise, our professor responded that the antagonist of Up was not Muntz at all, but Russell, Carl’s young, bumbling sidekick. When we asked him why, he replied, “The antagonist of a story doesn’t have to be a bad guy. They don’t even have to be bad. The thing that makes an antagonist an antagonist is that, from the start, they get in the way of the protagonist achieving their goals.”

At first I wasn’t sure if I bought it. Russell is one of the best parts of the movie, a lovable and sympathetic supporting character whom you can’t help but root for. The more I thought about it, however, the more I started to understand my professor’s point. Muntz isn’t the one who creates the majority of Carl’s problems. He doesn't even appear for most of Carl’s journey. Russell, on the other hand, as cute as he is, is the one who's holding Carl back from getting his house to Paradise Falls. He constantly complains, is unable to travel long distances, and is responsible for multiple detours that result in Carl getting roped into the Muntz-Kevin conflict. He manages to get himself captured in the third act, resulting in Carl having to save him and, ultimately, sacrifice his house, destroying any hope of accomplishing his mission. However, he’s still on the side of good (and makes a downright adorable sidekick).

Russell illustrates the power of an opposing force in a story, and is proof that an antagonist can be more than just a “bad guy”. Indeed, some of the most iconic and complex antagonists of all time are also sympathetic characters, from Inspector Javert of Victor Hugo’s Les Miserables to Lucifer himself in John Milton’s Paradise Lost. Now, none of this is to say that an antagonist can’t be evil. However, for the purposes of an impactful story, it’s important to remember that being evil isn’t a prerequisite for being an antagonist.

In this approach to storytelling, the antagonist is  the character or entity that gets in the way of the protagonist achieving their goals. Take Dr. Seuss’ children’s classic, How the Grinch Stole Christmas!, as an example: The Grinch isn’t a good guy at the start of the story, but he’s still the protagonist. He has an unfulfilled need (to learn the true meaning of the holidays), a flaw (his grouchiness), and a want (to get some peace and quiet). (I’ve written more about building a protagonist in my previous article, which you can find here.) The Whos of Whoville are the ones preventing the Grinch from getting what he wants through their revelry and cheer. This makes them the antagonists, regardless of whether they’re in the right. 

This brings me to today's main question: How do you create an interesting adversary for your hero? If being a bad guy isn't a requirement, then what is? In this article, I will be discussing the three key components of an antagonist, which I like to call the “Three Ms.”

MOTIVATION: Hans Landa, from the 2009 Tarantino film Inglourious Basterds, is rightfully considered one of the greatest movie villains of all time. He’s ruthless, calculating, and charismatic, but what makes him stand out in a Hollywood full of Freddy Kruegers and Palpatines is his motivation. Although he’s a Nazi, his loyalty is first and foremost to himself. Success and self-preservation are what motivate him, which is why he’s not above selling out his fellow Nazis for the chance to advance his own position.

Does this make him more or less interesting as a character? Part of Landa’s “appeal” as an antagonist is his manipulative cynicism. He’s not just following orders; he’s doing whatever it takes to get ahead, no matter how atrocious. His motivation gives him added dimension, and it complements his inherent evil in a way that’s both horrifying and memorable.

The biggest mistake you can make in storytelling is to make a bad guy evil just for the sake of being evil. Even the most skin-crawling villains of all time all want something. This motivation often runs counter to the protagonist’s: In Stephen King’s Misery, Annie wants Paul to stay with her and write her a novel, but Paul wants to escape. In George Orwell’s Nineteen Eighty-Four, O’Brien wants to keep the Party in power, while Winston wants to overthrow it. Much like the hero’s goal, the antagonist’s motivation serves to give them something to do during the story. Whenever you need to amp up the tension or increase the conflict, you can fall back on this by asking yourself, “What step can my antagonist take toward their goal right now?” If you’ve constructed your characters correctly, that step, whatever it is, will naturally cause problems for the hero and further your story.

MORALITY: Your antagonist’s morality is the set of principles by which they live their life. Whether these principles are ethical or not is a different question; what’s important is that they adhere to a code of conduct, whether good or evil. This gives logic to their actions and adds a greater level of interest and intrigue to the story. In Up, Russell genuinely believes in his Wilderness Explorer mantra, “An explorer is a friend to all”, which he uses to justify helping Kevin and bringing Dug into the group. This, by design, is what kickstarts the story’s main conflict.

You can find an entire spectrum of moral codes represented in fictional antagonists. In Aldous Huxley’s dystopian novel, Brave New World, for example, Mustapha Mond believes that happiness is worth the price of ignorance. This belief system is what drives his actions throughout the story. The same goes for Anton Chigurh, the iconic antagonist of Cormac McCarthy’s No Country for Old Men. As merciless and tenacious as he is, he is driven by his own consistent (if twisted) set of principles, believing firmly in fate and consequence and allowing this to determine whether he kills or spares his victims.

Giving your antagonist a moral compass, no matter how skewed, provides you with a framework for plotting their decisions. It’s an excellent tool, because it does more than keep their actions consistent; it also keeps them believable.

MAKEUP: No, I’m not talking about rouge and lipstick (although a few cosmetics never hurt, either—just ask the Joker). When I talk about an antagonist’s makeup, I’m talking about how they operate. If an antagonist’s motivation explains what they’re trying to accomplish, and their morality explains why, then their makeup explains how. The makeup of your antagonist encompasses more than just their personality; it also encompasses their go-to reactions to challenges, victories, and surprises. Do they resort to violence, or manipulation? Are they hot-blooded and vengeful, or cold and calculating? Porfiry Petrovich, of Dostoevsky’s Crime and Punishment, uses convoluted psychological games to throw off the protagonist. In Roald Dahl’s Matilda, the Trunchbull resorts to bullying and berating her students when they don’t fall in line. Every antagonist has their own way of dealing with things, and it’s important to identify this before you start drafting.

When deciding your antagonist’s makeup, it’s also important to think about how much contrast you want to create between them and your protagonist. While making them extremely different can add interest, giving them similar modes of operating can add complexity. Is your protagonist peaceful and your antagonist violent? What if your antagonist were the peaceful one? What would it look like to have two master manipulators go head-to-head in a battle of wits? These are the types of questions you should be asking yourself as you design your characters. Give a lot of thought to the dynamic you’re going for, and remember that there’s no right or wrong answer.


Antagonists can make or break stories. The strongest protagonist doesn’t mean much without a compelling opposing force to stand in their way. An antagonist with a strong motivation, morals, and makeup will get your readers invested in a way that no hero can.

© 2022 Isabella Bailey

All rights reserved.

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