Pain and Panic are the secondary antagonists of Disney's 1997 animated feature film Hercules. They are two shapeshifting imps who are minions of Hades and provide comic relief.
Neither are very intelligent or especially loyal to him and serve Hades only because they fear him and possibly because he owns their souls. They appear to be immortal and capable of regeneration, but being demonic rather than godly, both are capable of feeling pain.
Their shape-shifting abilities extend to being capable of shifting only part of their bodies, shifting into shapes both larger and smaller than they themselves are, and even more importantly, merging into a single form; however, this seems to be a more temporary and harder-to-control ability. Their shifting abilities do not seem to extend to voice-mimicking, and they have to do the best they can with their own voices.
Hades uses them as pawns in his schemes, and during the movie, they are also used by him to keep an eye on Megara, shifting into bunnies, gophers, chipmunks, and birds to do so, and when he loses his temper, occasionally as punching bags.
Pain is the fat purple-red imp with little horns and a bitten bat wing on the left side. He is repeatedly injured through the film and animated series. When he shape-shifts, it is usually into something short or fat (or both), and generally colored in red tones. He is the more assertive of the duo, and while more cunning, less likely to think things through properly, which is what gets him into painful situations.
Panic is the thin blue/green imp with long horns. While he is slightly less cunning than Pain, his paranoia means he is very much more cautious and rather cynical at times, so he might actually be the smarter one of the two. However, he is easily spooked, which causes accidents and messes up plans. When he shape-shifts, it is usually into something tall or thin (or both) and colored in blue tones.
Pain: A pink demon with greendumbr waxed into horns, and wings on his back. He is the braver of the duo, and he seems to always end up in painful situations and getting himself hurt quite a lot. He is the more devious, suggesting they lie to Hades when they fail his plan ("He's gonna kill us when he finds out!" "You mean if he finds out." "If? If is good.").
Panic: A skinny, teal demon with long horns and bulging eyes. Panic is considerably smarter than Pain, but he fears Hades a LOT more. He always gets too nervous over nothing ("PAIN! We're out of napkins! Run for your life!!!").
In Hercules, Pain and Panic's main role was as comic relief. They were ordered by Hades to kidnap the baby god Hercules. After they managed to do so, they then had to feed Hercules a potion which would make him mortal and kill him. However they were startled by Aclemene and Amphitrion before they could give the baby the very last drop of potion, and since Hercules retained his god-like strength, as a result, could not kill him. Pain and Panic nevertheless attack him in the guise of snakes and discover that because he did not drink the last drop he has retained his godly strength and they are beaten back. However, Pain decided it was better for them to not tell Hades of their failure than to admit it. When Hades inevitably learned about their treachery, he was furious at them. But Pain and Panic told Hades told that they at least made him mortal, so there was still a chance for Hades to kill Hercules.
Later on, they shifted into two small, extremely cute children as bait to lure Hercules into the lair of the Hydra. When he defeated it, Hades used them to vent his rage on.
After Hercules had become a celebrity, Pain and Panic were foolish enough to further enrage Hades by buying Hercules' merchandise.
When Hercules went on his date with Megara, two cute birds were seen flying around together in the beautiful Grecian garden the date ended in - and making a general atmosphere even more romantic. This became a parody of normal romantic settings, as it turned out that the two birds were Pain and Panic in disguise, having been sent by Hades to keep an eye on Hercules and Megara.
They displayed their merging abilities by transforming into a female winged horse to divert Pegasus and bind him so that he could not help or advise Hercules. Next, they showed themselves perfectly willing and happy to help Hades humiliate Hercules after stripping him of his strength.
When Hercules freed the gods from their chains, Hermes kicked Panic and repeatedly spanked Pain with his Caduceus. Pegasus also used them as punching bags as his revenge for deceiving him and tying him up.
Finally, they held a brief discussion on Hades' predicament in the River Styx:
Panic: "He's not gonna be happy when he gets out of there!"
Pain: "You mean, IF he gets out of there!"
Panic: "If...if is good."
Hercules: The Animated Series
Once again their main role in the TV series was as incompetent lackeys, comic relief, and Hades' punching bags.
In the episode "Hercules and the Gorgon", it is shown that Pain and Panic are tasked with interviewing potential lackeys to serve Hades. A joking reference to the Disney theme parks had Pain and Panic refer to themselves as "cast members".
In "Hercules and the Visit from Zeus", Hades notes that Cerberus was his gift to them, after they had been whining about wanting a dog. Despite this, Hades ends up with the bulk of the responsibilities.
In "Hercules and the Spring of Canathus", Pain and Panic are given one last chance to kill Hercules, and look to do so by using spring water to reverse his age. Though they succeed, Pain is accidentally given a dose, as well, forcing Panic to work together with Cassandra to save their allies.
In "Hercules and the Tiff on Olympus", Hades acquires a third imp, Neurosis, who resembles Pain and Panic, but has yellow and has the power to make people nervous (hence his name).
In "Hercules and the Arabian Night", Hades allies himself with Jafar to defeat their respective foes (Hercules and Aladdin. When Hades sends Pain and Panic to kill Aladdin to one-up Jafar, they are defeated by the combined power of Aladdin's cunning and Genie's strength. They later redeem themselves by manipulating the two heroes into battling one another.
In "Hercules and the Green Eyed Monster" it is implied that Pain and Panic are two of the miseries from Pandora's box.
House of Mouse
Pain and Panic made various appearances on House of Mouse.
In the opening song "Rockin at the House of Mouse", Pain and Panic are seen at a table grilling hot dogs with Hades' flaming hair.
In the episode Jiminy Cricket, they provide a bad influence on Pinocchio that causes Jiminy Cricket to quit being the puppet's conscience. At the end of the episode, the Blue Fairy zaps them into ashes.
In Clarabelle's Christmas List, they state that they are proud to be a part of the Naughty List.
In Halloween With Hades, they provide Hades information on who Maleficent (his newest crush) is. Later on, they watch in horror as Hades attempts to act "nice" to win her heart and later rejoice when they see Hades revert to his evil ways.
In Mickey's House of Villains, the two are seen during the Disney Villains' hostile takeover of the club and even sing a bit.
In House Ghosts after the screening of Hades' blooper reel, a humiliated Hades zaps them mercilessly for no particular reason.
Kingdom Hearts II
In Kingdom Hearts II, Pain and Panic play extremely minor roles in their homeworld, Olympus Coliseum. More specifically the Underworld portion of the massive world. Here, they are seen in various cutscenes along with Hades and Pete, who's assisting The Lord of the Dead in defeating Hercules and turning him into a Heartless. In the scenes, they usually scatter around and cower alongside Pete whenever Hades' temper explodes. It should also be noted that the roles are non-speaking; the only dialog from them is in speech bubbles.
Aside from the primary storyline, Pain and Panic also have a cup named after them in the game, where Sora, Donald, and Goofy can compete whenever they please during their quest. They are also seen snoozing next to trophies won in the Underdrome, immediately before Sora claims them.
Pain and Panic appear in the Disney theme parks as rare walkaround characters. They are commonly seen at Mickey's Halloween Party in Mickey's Boo-to-You Halloween Parade.
Walt Disney World Resort
The duo play a significant role in Sorcerers of the Magic Kingdom. Here, they are assigned by Hades to steal a crystal that can defeat any evil from Merlin the Wizard so that he can take over the Magic Kingdom. In an attempt to follow orders, Merlin is awakened and zaps the creatures away, accidentally destroying the crystal in the process. Four of the crystal's pieces are scattered across the kingdom and a race is on with heroes and villains to retrieve it.
Pain and Panic are seen again to assist Governor Ratcliffe. They morph into an English soldier to battle the park guests but are defeated. They decide to keep their defeat, as well as Ratcliffe's, a secret from Hades.
After all the villains are defeated, Merlin decides that it's time to reassemble the crystal and foil Hades' plans once and for all. But no sooner does he try to look for the crystal when Pain and Panic (in their cute woodland animal forms) make off with the last piece of the crystal and deliver it to Hades in the Underworld. Eventually, the guests stop Pain and Panic from climbing up the Stairway of the Dead to reach Hades by zapping them with the Sorcerer's Crest.
They are last seen attacking Merlin after he finishes reassembling the crystal and then become trapped in it along with Hades and the other villains.