all over the world and usually leaves Max to his own devices. More than once Max has had to rescue her; but despite misgivings, she and Virgil often have historical discussions and she is one of the few people who can out-talk Virgil. Bea (voiced by Kath Soucie) – Bea is one of Max's two best friends. Bea is an intelligent young girl who has assisted and sometimes rescued Max. Level-headed and cool under pressure, she often balances Max's exuberance with a more intellectual approach. Felix (voiced by Corey Burton) – Felix is Max's friend who takes Max's new heroism in stride. Felix has assisted Max on numerous occasions, but usually gets left behind when the adventure starts, only to be relied upon thereafter. Thor – Thor is Max's pet green iguana and loyal companion. During Max's first encounter with antagonist Dr. Zygote, Thor was "devolved" into a dinosaur and ended up rescuing Max from Zygote's Tyrannosaurus rex-like "Mutosaurus" (as seen in "Zygote's Rhythm"). Later, Max "devolved" Thor back into his usual, pocket-sized self. Villains Skullmaster (voiced by Tim Curry) – The main antagonist of the series and the nemesis of the Mighty One. Skullmaster is an ancient warrior/sorcerer whose lust for power has driven him to destroy the Lemurians. Afterward, Skullmaster was imprisoned underground after the final battle with Max's predecessor Maximus where he took command of the inhabitants there. During the second season, Skullmaster is freed to roam the earth itself and seeks to control the universe. Warmonger (voiced by Frank Welker) – Warmonger is a demon and Skullmaster's errand runner. Cruel and sadistic, he briefly showed ambition when he tried to kill Skullmaster in the episode "I, Warmonger", but found himself ignorant of what to do with his newfound power and position. The death of Skullmaster proved to be a ruse and Skullmaster himself was proud of Warmonger for showing such deviousness. Rock Monsters – A race of rock monsters that serve Skullmaster. Skeleturtles – A race of skeletal turtles that serve Skullmaster. Lava Lord (voiced by Frank Welker) – Lava Lord is the previous ruler of Underworld, dethroned and sealed in solid rock by Skullmaster. At the beginning of season 2, Lava Lord was freed and recovered the allegiance of the Lava Beasts. He planned to destroy Skullmaster with a giant robot called Magusn. Though Lava Lord has no love for humans, his hatred for Skullmaster