Ben Tennyson, Rook, the X-Men, the Scooby-Gang, Rex, Noah and Bobo are greeted by Terry McGinnis, the Batman, from the year 2039 that a year was changed by an evil who used magic and sorcery.
- Ben Tennyson (Yuri Lowenthal)
- Rook (Bumper Robinson)
- Cyclops (Kirby Morrow)
- Jean Grey (Venus Terzo)
- Spyke (Neil Dennis)
- Rogue (Meghan Black)
- Kitty Pryde (Maggie Blue O'Hara) - near the end, States, "Hey, Shazam, bet you can't turn me into a mermaid!", though Shazam laughs cruelly stating, "I can test any magical power!", as he zaps Kitty with the Gem to switch her clothes into a red seashell bra and pink fins into a mermaid, right in front of Rex, Ben and Terry
- Nightcrawler (Brad Swalie)
- Gambit (Alessandro Juliani)
- Colossus (Michael Adamthwhite)
- Iceman (Andrew Francis)
- Angel (Mark Hildreth)
- Scooby-Doo (Frank Welker)
- Shaggy Rogers (Matthew Lillard)
- Fred Chiles (Frank Welker) - exposes Madhim the secrets of the gang while drugged.
- Daphne Blake (Grey DeLisle)
- Velma Dinkley (Mindy Cohn)
- Rex Salazar (Daryl Sabara)
- Noah Nixon (Fred Savage)
- Bobo Haha (John DiMaggio)
- Terry McGinnis/Batman III (Will Friedle) - Dick Grayson's succeeder after he retired to marry and stay close to Barbara Gordon
- Bruce Wayne (Dennis Quaid) - age 67 in 2039, enlists Terry to go back 28 years back into the past to stop the sorcerous event
- Genie (Robin Williams) - aids Batman in the Future and Ben in Arabian times.
- Balthazar (Brian George) - The King's personal guard, Reason: Because he wanted to be stronger than the king.
- Madhim (Corey Burton) - the owner of a Arabian Hotel, Reason: he is probably pretending to be nice.
- Julia (Grey DeLisle) - Lead Belly Dancer, Reason: She was revealed to be the princess and the rightful heir to the thrown.
- Fehrr (John DiMaggio) - King of Arabia, Reason: he had a secret storage of Gold that belonged to the Egyptians.
- an ancient Tablet of the Eclipse.
- A Secret passage beneath Madhim's office.
- Julia's belly jewel.
- Madhim/Jafar's Ghost (Corey Burton/Jonathan Freeman) - Reason: to gain the wealth of the King, then gain the Power of Shazam and planned to rule the world.
- Shazam/Madhim (Tony Todd/Corey Burton) - the main antagonist, Shazam used a guise of a character named Madhim, similar to The Peddler from Aladdin, and has the same tone as him, he tricks the heroes into finding a power known as the Eye of the Skull, which has the ability to change people into some other types
- B'Hilla (Cindy Robinson) - the secondary antagonist, the blonde haired woman, Shazam's servant
- Jafar (Jonathan Freeman) - his ghost saying, "10,000 years I've rotted in that lamp of mine", He is seen in the end with a head of the Robot Gwen.
- Diamondhead (Jim Ward) - used to escape the dungeon.
- Greymatter (Richard Steven Horvitz) - used to face Jafar's Ghost.
- Wildmutt (Frank Welker) - used to confront Madhim.
- XLR8 (Jim Cummings) - used to find a lamp
In the beginning of the film, the Peddler from Aladdin sings the Arabian Knight song, and he greets the audience of a story of a crossover between Ben, the X-Men, the Scooby Gang, Rex and Terry McGinnis.
It all begins when Ben is bored
- The Designs for the film is based off from The Arabian Knight.
- Genie turns Ben into a prince, Kitty into a princess, Bobo into a Asian Elephant.
- This takes place between Ben 10: Omniverse Arcs 6 and 7.
- Arabian Knight: sung by the Peddler at the opening
- What Time Is it: sung by Ben, Kitty, Daphne, Rex and others finally taking a break from action and going to summer
- Friend Like Me: sung by Genie, to Ben and others