New Characters:

The Reign-Waker: A mysterious stranger with magical powers considering to be Half-God/ Half-Magician (but only in Egyptian Myth) However, Atem thinks that the myth's actually real, and wonders if The Reign-Waker can give him the chance to see his friends that he left behind when being sent to The Afterlife. Asking him for that chance, The Reign-Waker not only gives Atem a new body, but also some wicked new powers that magic from a millennia ago can't comprehend.  At the end of the Series he turns out to be Atem's Father whom with the help of his daughters made a deal with their Ka Spirits: (a.k.a.The Three Egyptian God Cards) to let him be forgiven for his actions and not be killed by their wrath, in exchange for faking his death and accepting his new position as the Reign-Waker.  In the USA dub of the same show, his name is changed to The Fortress and he is voiced by Sean Schemel

Queen Teanna: She is Atem's Wife and the female heir to the throne of Ancient Egypt. She's obsessed over fashion and unlike her present alter ego Tea, she is a girly girl. Teanna is the only one who contains the power to reawaken and destroy Diablos it is hidden as one of the special abilities of a later created millennium item, known as the Millennium Locket.  She is the Sister of Mana whose Ka spirit is the Dark Magician girl. Teanna's Ka Spirit is Dark Magician Valkiriya.  She is voiced by Amy Birnbaum

Jono: Atem's Scribe and very best friend. As children, Jono picked on Atem but after a humiliating discovery that almost binds them as brothers they are now best friends.  Jono, unlike His present alter ego Joey, doesn't know a thing about duel monsters, and has never won any duel in his life.  He also cries when he loses one. Once Atem realized this, he took him under his wing in the palace where they later grew up becoming friends.  Jono also has a sister named Renee who is the past alter ego of Joey's sister Serenity and good with medical care.  Jono's Ka Spirit is Joey's favorite card which is the "Flame Swordsman".  Renee's is "Goddess with the Third Eye." Jono is voiced by Wayne Grayson, while Renee is voiced by Lisa Ortiz

Tiet: An Egyptian warrior who is Jono's childhood friend and the past alter ego of Tristan.  Tiet may be tough when it comes to fighting for his people, but has a kind heart. He also loves to hang out with his friends Jono, and Dai. His Ka Spirit is the "Cyber Commando", which is Tristan's favorite card. He is voiced by Greg Abbey

Dai: One of Tiet's best friends and the toughest warrior around.   He also bears a striking resemblance to Duke Devlin. His Ka Spirit is Duke's favorite monster "Oregon the Relentless" and is voiced by Marc Thompson

Elyon: One of the Priests in Teanna's Court. She bears a striking resemblance to Melinda. Her Ka spirit is "The Magician of Faith" (which is both Tea and Melinda's favorite monster.)  In the USA Dub her name is changed to Machala and she is voiced by Rebecca Soler.

Helena: A mysterious girl who has the Ka spirit of the "Red eyes Black dragon" inside of her.  She and Kisara used to be friends. She is now Kisara's Rival, since she too has a crush on Priest Seto.  In the USA dub her name is changed to Nefertia and she is voiced by Shannon Conelley

 

Atem's Sisters:

Barbie- One of the Three of Atem's sisters, She is the youngest and quite annoying, but she does have a kind heart, and loves to give anyone a makeover. Not to be confused with Kaycee from the Bratz T.V. series, or The Barbie Doll Collection from Mattel in which this character was based on.  She is voiced by Lacey Chabert

Miriam- The middle aged sister who is quite bossy and likes to give orders even to her own brother! She also cares about her family and the people of Egypt that sometimes she puts their needs first in front of her own. She is not the Prophet Miriam from the Bible but a different character all together who has the same name as her. She is voiced by Andi Whaley

Lola- The older- aged sister. She's the nicest and sweetest of all the three. She loves to sing and dance, although Atem thinks her singing is awful and that she can't carry a tune to save her life. She is voiced by Mollie Weaver

Cats:

Binky- Atem's pet kitten, which his father gave to him for his 10th birthday. She was from the litter of kittens Rishara the Tiger had. Binky is considered to be the runt of that litter since she is the only green kitten in that litter. However She befriends Atem right away when he was still too young to become king, and they have been good friends ever since. Binky is the only animal to have a Ka monster infused in her. Her Ka monster is Kuriboh. She can also speak 500 languages, (Including English) and is considered to have nine lives, like any other kitten, before she dies. She is not to be confused with Abridged Marik's catchphrase: "Binky-Boy" (referring to Seto Kaiba in YGOTAS) or "Cyberchase's": Binky the Cat, who is actually what this character was based on.  Her voice is portrayed by Danielle Owens

Rishara: the Palace Tiger who's only daughter kitten was Binky. She also watches her young and the people in the palace with a watchful eye. Like Binky, she too can speak like a human.  In her human voice, she is portrayed by Priscilla Everett

Horses:

Brownie- She is one of Atem's pet horses, and loves danger. She also has a crush on Atem's other pet horse Kaverticus.

Kaverticus: He is the most strong willed of horses and tries to help protect anyone in danger even his crush Brownie.

Peaches: Teanna's pet horse who loves fashion and fun just as much as her master does.  She is always up for adventure and loves to hang with Kaverticus and Brownie.   Although she too develops a crush on Kaverticus, Peaches knows they are not meant to be.

Snakes:

Pythra: Heishin's Pet snake who bit Mana one time in the arm trying to steal her Ka monster spirit. Atem defeats Heishin in a duel in exchange for getting Mana's Ka spirit back from Pythra. Later in the series, she betrays Heishin to help out Mana with her magic act and later when she learns that Heishin only used her for the Ka spirit stealing technique of his ultimate plan to revive Diablos. She can speak human language also and is voiced by Bella Hudson

Conda: a snake that bit Atem when he was a baby. Lola, Barbie, and Miriam end up catching Conda and decide to keep him as a pet, despite their father's warning. He later becomes an ally for Atem and has a crush on Pythra.  Unlike Pythra, he can't talk.

Birds:

Anzu: She is Mana's Pet bird and assistant, in training to become a magician. Although Anzu is a bit disobedient sometimes, she is very loyal and loves attention.   (Not to be confused with Anzu from the Japan version of the Original Yugioh.)

Manna: She is Teanna's pet bird and loyal companion.  She loves to hang with Anzu.  (Not to be confused with Mana the Dark magician girl from the Yugioh series.)

Villains:

Scott Irvine: A former Kaiba Corp employee who fled away from Domino after Seto Kaiba fired him.  He later returned to Domino as Seto's new rival and plans to take over his company, as well as help Haysheen (Emperor Heishin in the USA edited dub) bring back Diablos. (DarkNite in the USA dub) He also recruits a new student named Derrick Schmidt to help him complete both tasks but with Yugi and Co. in the way, things are a lot more difficult.  He is voiced by David Willis

Derrick Schmidt: A new student at Domino high who is good with computers. He later teams up with Scott Irvine and Heishin in an attempt to cause chaos and strike fear into people's hearts. He is the one that suggests the idea of tricking Joey and Tristan into being part of their team since they both dislike Kaiba.  He is voiced by Sebastian Arcelus

Tabitha Darling: A girl who worked for Heishin under the alias "The Black Cat Duelist" she can also copy people's dueling decks, cast hexes, and turn into a black cat. (Much to her alias name) She also has a crush on Joey Wheeler. Later on in the series she becomes a member of the gang. She is portrayed by Kether Donahue

Sheylex: Derrick's pet robot kitten who has a rivalry with Atem and his pet cat Binky. She can also speak like a human and is voiced by Lindsey Warner

Emperor Heishin: an evil Egyptian sorcerer who plans to capture the nameless pharaoh of Egypt in order to revive Diablos. (DarkNite in the USA dub) He is the Main antagonist of the series and is said to have been Queen Teanna's advisor in her court long ago. However, he betrayed the court to kidnap the queen and use her power as well as Atem's to restore "a greater evil" Just as old as time itself but much more powerful.  He also convinces Scott Irvine to go back to Domino City to get revenge on Seto Kaiba since he fired him for failing "an important task." His uncut english dub name is Haysheen and he is portrayed by Mike Pollock

Diablos: the offspring of Zorc Necrophades. He can only be activated if the "Ultimate Forbidden Power Ritual" is complete. Only the current heir(s) to the throne of Egypt has the ability to activate the ritual but if he/she doesn't choose to, someone else (Like Heishin) can. The ability is accessed by a power lock that contains 5 ancient keys. When all 5 keys are found along with the Millennium Locket, Diablos will awaken. However like Zorc, Diablos can be defeated. However not by the King's name but by the positive memories both past and present that he possesses will he be able to defeat Diablos and his ultimate form, Nitemare. Diablos (DarkNite in the English Version) as well as  Nitemare are portrayed by Scottie Ray.

 

Miscellaneous Characters:

The Scarab Army: an army of scarabs that invaded Egypt. They can also turn a human into one of their own kind just by biting them wherever they please. Their bite has no effect on the animals. But they can injure humans pretty badly.  Their weakness is musical vibrations of sound.

Diego Hernandez: An irresistible flamenco dancer who is also Tea's dance instructor. Mistaken for being her boyfriend, Atem challenges Diego to a dance contest despite the fact he can't dance to save his life.  Diego wins and later tells Atem that he is just Tea's dance teacher and had never meant to make Atem look like a fool.  He also gives Atem a private dance lesson and challenges him to a rematch as well.  Atem finally wins and the two mainly become friends.  In the USA dub his first name is kept but his last name is changed to Alberto. He is voiced by Adam Caroleson

Miho Nosaka: This Blue haired Ponytail girl is not who you think she is in fact she's a ditzy drama queen who's fashion obsessed and loves romantic comedies, novels, even sappy love songs. She is usually a daydreamer and can't seem to focus on the task at hand. She is also not good at duel monsters but she dreams of becoming a singing teen pop sensation instead. In the USA dub her name is changed to Melinda Mosby.  She is voiced by Rebecca Soler.

Gloria Moto: Yugi's mom who helps Yugi's grandpa at the Game Shop.  She is very nice although she can be very bossy at times, since she has to run an entire household. At first, she appears to dislike Yugi's so-called imaginary friend Atem, but soon learns to appreciate his company and modesty and even feels sorry for him, especially when Atem lost his mother himself. Despite that, Gloria actually is the Future reincarnation of Atem's mom Attakanan.  Attakanan's Ka spirit is Injection Fairy Lily. Both Gloria's and Attakanan's voices are provided by Michal Friedman.

 

Callista Haywood: Referred to as "The Duelist of Fate," Callista is not your average fortune teller/fate seeker/duelist. In fact most of the predictions that she makes are actually true.  And she doesn't want money either. She just wishes to bring good luck to people who tend to have unlucky days sometimes.  Either that or practically make people choose their own destiny regardless or not of her predictions. She is also a very well known duelist, which may be the reason why she takes a liking to Yugi Moto and even challenge him to a duel herself.  Although her predictions are not always true, she doesn't scam people out of their valuables.  However Emperor Heishin could still use these predictions to his advantage, especially to make his dream of crushing the pharaoh in a duel true.  Callista is voiced by Amy Palant.

Madame Luanda: The lunch lady at Domino High. She loves making food including her favorite recipe, "Got-some Goulash." She fed her recipe to Atem and much to his friends' dismay and Madame Luanda's surprise, he actually liked it.  Madame Luanda is voiced by Lisa Ortiz.

Katie the Cat Burglar: She may be pretty ugly and not too fit for a duel but when you want your cat to be taken away and sent to the pound you can count on this cat burglar to do the job. Known as the "Cat Burglar Duelist," she can put any cat loving duelist in his/her own place just by using cat like monsters to do her bidding.  Luckily she may be out of business thanks to Pharaoh Atem and his cat Binky who teach her a lesson in Animal care the hard way. Katie is voiced by Lisa Ortiz