Ludmilla is the main antagonist of Bartok the Magnificent. She is voiced by Catherine O'Hara.
She hates Bartok. From the beginning of the movie, Ludmilla seems to be a woman of rights and a little sly and mysterious. She plans the kidnapping of Prince Ivan and seems to use Bartok's help to dispose of this singular bat, putting the witch "Baba Yaga" as the main enemy, as the kidnapper of Prince Ivan.
Bartok goes to the Baba Yaga's house in The Forest of Iron. As he does three tasks for Baba Yaga, the mystical witch does a potion for Bartok. Once the potion is finished, she shows to Bartok the place where is Prince Ivan and that she didn't kidnapped him.
The magic potion was done to help out Bartok. His mystical powers does the drinker be what he is inside on the outside 10 times.
Bartok goes to the Castle of Prince Ivan (now Ludmilla's) and claims that Prince Ivan have never been kidnapped. "He is in the TOWER!". Ludmilla, surprised and confident, goes with Bartok to the tower, where Ivan have been held. Ludmilla shouts to the guard that kidnapped Ivan, putting the Guard, Bartok and Ivan (again) held in the prison. Ludmilla takes the potion of Bartok and drinks it. She thinks that (be what she will be on the inside on the outside 10 times) she is more than a beautiful woman, thinking that inside she is a gorgeous, sexy and beautiful woman. But instead, while she sings "The Real Ludmilla", she was gradually becoming a dragon, starting to transform from the tail of a dragon, to her hands, boobs, legs, body, head, weight, and her face. Finally, she sees herself as a dragon and the "human part of Ludmilla" (thinking and speaking as one) dies, becoming a Stupid Dragoness.Once Bartok escapes from the Tower, he goes againist Ludmilla and attacks her. She was not happy with that and starts to spits fire. She was hypnotized (somehow) by Bartok, and was led to the Tower, but she falls from the Tower, dying afterwards.
- She's the second female villain to become a main antagonist along with Gnorga
- She has a similarity to disney villains, such as Jafar (whom served as the King's Adviser), Yzma (who too was neglected by the young aged ruler), Cruella De'Vile (design), and Hans (with his not acting suspicious).
- She is the only human female villain in a Don Bluth movie, and the second female after Gnorga.
- Her Transformation into a dragon which is a combination of Don Bluth's previous creatures such as the tail (from the Trolls in "A Troll in Central Park", and other designs which was seen at the Beginning of Bartok the Magnificent, with the Harpy Kite.
- She is also the only human female to have a outrageous transformation sequence making it a revolution to human transformation in animation.