Alise and Lucas are now grown teenagers, and Alise seeks to prove to her mother she is grown girl, which puts her at odds with her mother, and now Alise and Lucas have to find a way to stop Rothbart's daughter, Odile from finishing Rothbart's work.
- Alise (Selena Gomez) - has the same design as Kitty Pryde (from X-Men Evolution), she is 15-Years Old and is trying to prove to her mother, Odette that she is a grown girl
- Lucas (Jessie McCartney) - has the same design as Lance Alvers (from X-Men Evolution), he is 16-Years Old, and is afraid to confess his hidden feelings to Alise
- Odile Rothbart (Danielle Pananbaker) - the film's main antagonist and Rothbart's daughter, and seeks to use magic from the Forbidden Arts to finish off where her father and mother Zelda started, has the same design as Emma Frost (from X-Men Evolution)
- Odette (Elle Deets) - is afraid of Alise being in danger now that she has grown beautiful, which puts a friction between them
- Derek (Yuri Lowenthal) - comforts Odette and assures Alise will be alright
- Queen Uberta (Sandy Duncan) - tries to teach Alise how to be elegant like a princess
- Lord Rogers (Joseph Medrano) - helps Alise out whenever she is having teenage problems
- Bridget (Catherine Levine)
- Chamberlain (James Arrington)
- Jean-Bob (John Cleese)
- Speed (Doug Stone)
- Puffin (Gardner Jaas)
- Mortimer Grant (John Michael Higgins) - the film's secondary antagonist, the Duke of Lincolnshire, who seeks to exploit Odette and Derek's riches and goods
- The character designs are by Steven E. Gordon.