Millvale II
Theatrical release poster
Directed by Brad Bird
Produced by Nicole Paradis Grindle
John Walker
Written by Brad Bird
Starring Xavier Mosley
Yuri Lowenthal
Sean Ryan Fox
Charlie Day
Tom Hiddleston
John Rhys-Davies
Helen Mirren
Michael Caine
Music by Michael Giacchino
Cinematography Julio Macat
Edited by Stephen Schaffer
Paramount Animation
Nickelodeon Movies
Distributed by Paramount Pictures
Release date November
Running time 96 minutes
Country United States
Language English

Millvale II is a computer-animated epic high fantasy adventure film produced by Nickelodeon Movies and released by Paramount Pictures. Written and directed by Brad Bird and produced by Nicole Paradis Grindle and John Walker, It is the second installment in the Millvale film series, preceding its first chapter and followed by Millvale III and Millvale IV.

In the film, young wizard Xavier; swordsman Cedryc; and archer Braden; become wanted men in the City of Galandäl and are assisted by a master thief of his enemies, while with Cedryc, he makes a decision to either leave the Fellows. Meanwhile, Lord Shür, an old apprentice of the rulers of Galandäl, returns to reclaim the throne.

Millvale II will be released in the United States in November, presented in Digital 3D and IMAX 3D. It receives about the same amount of reviews from critics of its predecessor, and is branded more popular than said predecessor. A direct-to-video spin-off film entitled Cedryc releases the following year in September, with Yuri Lowenthal reprising his role as Sir Cedryc.


In the City of Galandäl, the Fellows—Xavier the Red, Sir Cedryc and Braden the Archer—raid and battle a gang of thieves and bandits in the streets. After the facing off with them, the rulers of the fair city, Andrea Galandäl and her husband Diran, give them their payment in exchange for their work. Upon arriving to their ship, they see a person who hijacks their ship before they could arrive to it. They pursue the hijacker by stealing someone else ship. Getting close, they hop aboard and have him hostage. Explaining himself, he is Anthon Youthaneal, who wants to escape the city to get back to his family. Suspicious, Braden is not sure to trust him, but Cedryc decides to help him get back home. But before they could get out of the city, two guards spot the four, believing they have caught him, much to Anthon's dismay.

Elsewhere in the city, a man by the name of Shür Imalior plots his very solution to take over the throne after his former acquaintances, the Galandäls, had decided not to have him as king, due to his crazy ambitions. With assistance from his bodyguard, Bowick, he is determined to succeed. At night, the Fellows break Anthon out and prepare to head to the boat. Unfortunately, they get caught by the royal guards, causing the four to run into a forest known as the Outlands. Hearing about the trio's attempt of breaking Anthon out, the queen puts a bounty on the Fellows for whoever can retrieve Anthon and have them execution. On the following day, Braden blames Cedryc for his decision to help him, but Xavier defends him as his intentions to assist him were for reason, in which Braden is flabbergasted that he does not realize the situation they are in, leading to Xavier telling him to calm down and focus on helping Anthon get home. Finding Cedryc at a lake, he has a talk with him that his decision to help Anthon was good. In response, he says it is what a hero does, help the needy causes. He was having thoughts about leaving the Fellows for a while to make a name for himself, much to Xavier's shock, but he accepts his decision.

Meanwhile with Shür, he arrives to the castle to convince the Galandäls to give him the throne. Queen Andrea suddenly reminds him on why he cannot have the throne, where he apparently calls her out as he had to suffer several classes to learn about so he could get his wish. Calming down, he makes a wager with them: He apprehends the Fellows and Anthon in exchange for the throne, in which they reluctantly except, but if one of them escapes, he will not receive the throne. At dusk, the four sneak to the docks. Upon arriving in the village, they find Shür sitting on a boulder, who suddenly calls for the guards. They come and successfully apprehend them, however, Cedryc was able to escape and flee to the docks, leaving his friends behind in disappointment. At dawn, Shür returns to the kingdom to reveal he has captured the Fellows and Anthon. The queen notices that Cedryc is missing, making her dismiss their wager. Shür, angered that he had not noticed there would be four of them he needed to capture, freezes the king and queen in solid ice with Xavier's staff in his possession. Pleased with his "success", he finally takes over the throne, much to the three's shock. Returning back to Millvale, Cedryc heads to King and Queen Oling to alert them about his and his friends' situation.

Meanwhile with the others, they are put in the dungeon to soon be executed. Xavier convinces Bowick to set them free as they make him realize that Shür has taken him for granted. As they escape, they thank him and hope that he will find a true friend. Unfortunately, they get spotted by Shür, but fight him themselves, but is too powerful as he has the staff. Fortunately, Xavier avoids his attacks with his swift moves and retrieves it. Thrown outside, Xavier drops his staff on impact. Before Shür could lay a hand on him, Cedryc is back with the Olings' royal army by his side. The army prepares to apprehend him, but as they approach him, he sends them hurtling into the moat through telekinesis, and prepares to kill the trio by sending a pillar their way, but Anthon intervenes in his attempt to, as he shoves them out of the way, sacrificing himself. The Fellows look on in shock from Anthon's sacrifice, leading them to fight back on Shür, with their useful abilities. Shür fires a beam of heat at the three, but Xavier deflects it with a force field, with the beam is instead aimed at the frozen kind and queen, thawing them out. The king breaks free and takes away Shür's powers, disarming him, leading to the Fellows and guards surrounding him.

Later on, Shür is put away into prison and Bowick is now the king and queen's personal guard. The Fellows and the Galandäls have a ceremonial funeral for Anthon. Suddenly, his wife arrives into the city, looking her him, leading to the Fellows to say that he "died a hero", putting her heartbroken about his death, but she gets comforted by the king and queen fortunately. As the Fellows prepare to head back to Millvale, Cedryc takes a different ship, leading to where he parts ways with him. Xavier and Braden say farewell to him and hope he will return.

In a posts-credits scene, a man sits on his throne, then heads downstairs into a weapons' room, donning a flaming sword, and vows to sack revenge on Millvale.


Additional voices include Jim Cummings, James Horan, Carlos Alazraqui, Jess Harnell, and Fred Tatasciore as Galandäl's royal guards; Kirk Thornton, Cathy Cavadini, Aaron Taylor-Johnson, Lori Alan, Ben Schwartz, Ali Hillis, A. J. Locascio, Debi Derryberry, and Dave Wittenberg as the citizens of Galandäl; and Teresa Gallagher as Anthon's wife. Elissa Knight reprises her role as Queen Oling, while Jim Meskimen replaces Will Arnett as King Oling. Paul Bettany has an uncredited role as King Gondawr, who is the antagonist for the next film.



The creator of the franchise, Xavier Mosley, originally had intended to never do a sequel due to thinking people "might criticize it for being terrible, or that if they love it, they'll be wanting another". Later on, he had decided to make the sequel.


As casting director again, Mosley, along with Yuri Lowenthal, Sean Ryan Fox, and Elissa Knight reprise their roles from Millvale, minus Will Arnett; due to budget reasons, so he chose Jim Meskimen, who provided King Oling's voice in the game.

For Millvale II, he chose Helen Mirren and Michael Caine as King and Queen Galandäl. Elizabeth Debicki and Alfred Molina were previously chosen for the roles. The role for Anthon Youthaneal is given to Charlie Day, with Simon Pegg and Arnett originally chosen. Tom Hiddleston had gotten chosen as the main antagonist Lord Shür due to his appearances in the first and third Avengers films and being absent in the second. John Rhys-Davies was chosen as Bowick. Veteran voice actor Jim Cummings was previously chosen.


Michael Giacchino was brought back to compose the Millvale II. Mosley wanted to have John Powell, who he has known for composing the How to Train Your Dragon trilogy and Blue Sky Studios films, to compose Millvale II's score, as to experiment on how audiences will react if Michael Giacchino was left out.


Blur Studio provides the animation for the film, as it did with the previous film.


The teaser trailer is released on the Paramount Pictures YouTube channel, with its second trailer released three months later in theaters. With promotional content, McDonald's Happy Meal has seven toys; along with snack food items such as Doritos, Cheetos and Goldfish crackers. A tie-in video game by TT Games called Lego Millvale is a Lego-themed video game based on the first film and the second film.


The film receives the same amount of praise from critics. It gets a 90% approval rating, which its predecessor had gotten, with a rating of 7.1/10. The critical consensus reads: "Millvale II returns its main trio in a new location and includes a new cast of characters, while its action and drama help it live up to its name." The film holds a score of 83 out of 100 on Metacritic based on the 43 reviews, indicating "generally favorable reviews". CinemaScore gives the film an "A" on its A+ to F scale, unlike its predecessor that had gotten an A+.

Spin-off and sequels

A direct-to-video spin-off film, entitled Cedryc, follows the events after Millvale II; with Cedryc arriving in the City of Ordon, where he meets a girl by the name of Mariana, who he helps to clear her name from being pegged as a thief. The film later spawns a television series on Paramount Kids.

Millvale III and Millvale IV will be directed by Peter Jackson, The Lord of the Rings film series director. Both are scheduled for a summer release in June.

Community content is available under CC-BY-SA unless otherwise noted.