Based on the TV Show, Once Upon a Time, Rumpelstiltskin alters the Disney World, and tricks Mickey, Donald and Goofy into signing their names on a contract, and they decided to team up with Aladdin, Prince Phillip, Mulan, Peter Pan, Cinderella, Pinocchio, Snow White, Prince Charming, Jiminy Cricket, Little Red Riding Hood and Ariel to face off against Rumpel and his army of evil. But something went wrong, just not as Rumpel had Planned!
- Mickey Mouse (Brad Swalie)
- Donald Duck (Tony Anselmo)
- Goofy (Bill Farmer)
- Pluto (Bill Farmer)
- Minnie Mouse (Russi Taylor)
- Daisy Duck (Tress MacNeillie)
- Aladdin (Scott Weinger)
- Abu (Frank Welker)
- Princess Jasmine (Linda Larkin)
- Genie (Robin Williams)
- Prince Phillip (Roger Craig Smith) - Phillip asks for Mulan and Peter Pan's help to find Aurora from Rumpelstiltskin, but the Alternations caused him to become a motorcyclist!
- Princess Aurora (Jennifer Hale) - in her curse, and is locked away by Rumpelstiltskin, but instead of sleep she was turned to stone!
- Flora, Fauna and Merryweather (Susan Blakeslee, Russi Taylor and Tress MacNeille)
- Fa Mulan (Ming-Na) - witnesses Aurora walking to the spindle, and tried to save her, but was too late, and aids Phillip into finding her, as she promises to Aurora he'll find him and her, She is also quite fond of Aurora
- Mushu (Mark Mosely) - is a giant Dragon, and is an excellent one at that, gains a crush on Ariel!
- Peter Pan (Blayne Weaver)
- Tinker Bell (Kari Wahlgren)
- Cinderella (Jennifer Hale) - Cinderella becomes an excellent archery woman to find Rumpel and bring Prince Charming back from existance until she gives birth to her child
- Prince Charming (Christopher Daniel Barnes) - was erased from existance until Cinderella has her child
- Fairy Godmother (Russi Taylor) - was killed by Rumpel, and had her wand stolen by him so he could offer Cinderella a bargain to become a princess
- Pinocchio (Seth Adkins)
- Jiminy Cricket (Phil Snyder)
- Blue Fairy (Rosaro Dawson)
- Snow White (Hynden Walch) - learns how to be brave, and is taught by the Huntsman, Aurora one time stated before Rumpel's alternation, "She maybe the Fairest, doesn't mean she was the Brightest"!
- The Prince (Eric Loomis) - aids Snow White
- Little Red Riding Hood (Maggie Blue O'Hara) - now an adult
- Ariel (Jodi Benson) - wrote the deal to Ursula, but Ursula didn't realize Rumpel switched the spells, because in stead of Human, She became a Dragon based off the one from Reversal of the Heart!
- Flounder (Cam Clarke) - Helps Ariel to change her back!
- Sebastian (Samuel E. Wright)
- Rumpelstiltskin (Tom Hiddleston) - the main antagonist, got in the way of Aurora, Cinderella and Ariel's timelines, and now has Jafar, Maleficent, Captain Hook and Queen Grimhilde as his lieutenants, but he has unwittedly sold his own life and image to a creature known as the "Blot"!
- Jafar (Jonathan Freeman) - the secondary antagonist, serves as Rumpel's lieutenant, still has a grudge against Aladdin
- Maleficent (Susan Blakeslee) - the other secondary antagonist, serves as Rumpel's other lieutenant, shows a rivalry against Grimhilde because they had the same plans as each other
- Captain Hook (Corey Burton) - the third secondary antagonist, serves as Rumpel's third lieutenant, shows a fear of a shark trying to eat him
- Queen Grimhilde (Susan Blakeslee) - the fourth and final secondary antagonist, serves as Rumpel's fourth and final lieutenant, shows a rivalry against Maleficent because they had the same plans as each other
"Finally" - Rumpelstilskin
"Don't Give Up!" - Sebastian, Mickey, Donald, Goofy, Mushu
"Age of War" - Captain Hook, Jafar, Grimhilde, Malefecent!