Waternoose used to like Sulley and Mike as friends and believed Sulley to be his Top Scarer. After Mike explains Randall's plan to him, Waternoose agrees to help return Boo to her door; but after Mike tells him he got the wrong door, Waternoose says that he knows and that the door is for Sulley and Mike, thus revealing that he is in on Randall's plan, working for him as his loyal partner and has betrayed his former friends. Then he proceeds to push them into the door and banish them in the Himalayas. From that day on, Sulley, Mike, and Waternoose have now been enemies.