Helena, a young circus performer dreaming of running away to join the "real life", is guilt-stricken after wishing illness upon her mother. Helena's vivid imagination spins her into a fantasy world based on her favorite drawings where she trades places with an opposite version of herself.


Valentine is a master juggler and fair-weather companion to Helena in her dream-world. His mysterious character guides him along the fine line between good and evil as he is reluctant to help Helena in her mission to save the kingdom and return home.


The Dark Queen is immediately drawn to Helena, a mirror-image of her daughter, the lost princess. In her passionate search for her own rebellious daughter, the Dark Queen uses all her power and influence to interfere with Helena's quest and seduces her to stay in the kingdom forever.


The Queen of Light is the true keeper of the MirrorMask and is left defenseless when it is stolen from her. Although her kindness normally makes for a bright kingdom, The Queen is forced into a deep slumber until the mask is returned, making all she rules vulnerable to the shadows of darkness and evil.