Characters 101 - Balthazar

Characters 101 – Balthazar

Each month this blog will feature a character from one of the SFF productions.  This month we’re taking a look at the character who has been consistently voted in the top three favorite characters in almost every survey and poll. (Yes, I have surveys and polls. I know it’s sad but I do.)  

Balthazar, masterfully played by Jacob MacLeod, is the original villain in Sine Fine Films, being the primary villain in first SFF production, Destiny. 

Drawing by Mariwalker.
https://www.fiverr.com/mariwalker

Although he had a lot of the elements of a classic villain – treachery, black outfit, evil laugh, cloak swirling - he was never quite as cliché as some of the other villains in SFF productions.  The second and third movie in the Destiny Trilogy gave him more depth and he became three-dimensional instead of the paper villain he might otherwise have been.

           

I have actually written a book based on Destiny and done a lot of work with his character that expanded on his history, temperament, abilities, etc. since the original trilogy was produced.  However, I will try hard to only include information that is presented in the SFF productions.

History

Balthazar is the illegitimate son of Lord Geoffrey, the Duke of Dunmore, and his real name is Jeffrey, in honor of his father.  As a bastard child he couldn’t legally inherit his father’s title.  Although Lord Geoffrey doted on his son in some ways and tried to disown his other legal son in order to make Jeffrey his heir, he never formally adopted Jeffrey. If he had Jeffrey’s life would have been easier, but Lord Geoffrey didn’t care about anyone but himself.

Lord Geoffrey brought Jeffery home to his castle when Jeffrey was nine years old.  That’s when he met his half brother Esteban and their lifelong feud began.  Jeffrey tried hard to emulate his father and be like him, which was easy because he was like his father in a lot of ways. Esteban, however, was the complete opposite of both of them.  He preferred to read books instead of fighting, drinking, and plotting.

As Esteban in Destiny II, “He was the best fighter in the land you see and he always thought me something of a sissy. He taught me how to fight, and I can still fight rather well, but I never really enjoyed fighting. He had an affair with the milliner’s daughter and she gave him the son that he wanted – a son who was strong and eager to fight. One who grew to love wine, women, and song, expensive knick knacks and fashionable clothes as much as he did.”

The royal court, especially King Ferdinand and Queen Lavinia, admired and adored Esteban but ignored Jeffrey since he was the bastard child of a man that nobody liked.  Jeffrey was formally introduced to the royal court at the ceremony following the wedding of King Ferdinand and Queen Lavinia.  In the movie you can tell that Lord Geoffrey hates Ferdinand and it almost seems like Lord Geoffrey introduces Jeffrey to the court just to piss off the King.

There was a baptismal ball for the infant Prince Ketlan when Esteban was nearly eighteen and Jeffrey was either close to or just turned 12 (it’s not officially stated in the movie, but we’ll say he’s 12).  Jeffrey’s hatred of the royal family really began when his entire family was banished at the ball.  Lord Geoffrey was stripped of his title and his entire family were exiled from the kingdom after Lord Geoffrey’s plan to tarnish the Queen’s reputation backfired. Jeffrey blamed Esteban for the failed plan rather than admit that it was actually his own fault.

After the humiliation of being banished Lord Geoffrey committed suicide, but when Jeffrey tripped over his father’s body he somehow assumed that Esteban had murdered him.  Esteban was too shocked to deny it and Jeffrey was convinced that Esteban was guilty. He had always loathed and despised Esteban but it wasn’t until he believed that Esteban murdered their father that he truly hated him.  He carries that hatred and thirst for revenge with him for the rest of his life.

His father’s co-conspirator, and the closet thing to a friend that Lord Geoffrey had, was Prince Gergio  - the King’s brother.  Immediately after his family is banished, Gergio convinces Jeffrey to hold back his anger and wait to take his revenge until later. Gergio arranges to meet up with Jeffrey seven years later, insisting that after seven years no one in Traldon would remember him.  After his father’s death, Jeffrey leaves Traldon and disappears.

Seven years later Gergio meets him at the pre-arranged time.  By now Jeffrey has become a different person – literally.  He changed his name and became a pirate, taking on a whole new identity, something he does several times in his life.  At this point he is about 19 and has been on his own since he was 12, so his life has not been easy.  

Gergio hires him as an assassin and tells him to change his identity again and wait one more year before returning to Traldon to murder the King, Queen, and Prince Ketlan.  Gergio also reveals that Esteban is still alive, which both shocks and angers Jeffrey.  He is even more furious when Gergio tells him that Esteban is the royal tutor, friends with the royal family, and well respected throughout the kingdom.  Gergio offers more than money to Jeffrey – he offers him revenge.

When he returns to Traldon he ends up confronting his brother and they fight. Jeffrey is drunk at the time and Esteban wins the fight. However he is unable to kill Jeffrey despite knowing that Jeffrey will kill the King and Queen.  Gergio interferes at this point and saves Jeffrey by distracting Esteban.  Later that night Jeffrey murders the King and Queen and thinks that he murders Prince Ketlan as well, but finds out the next morning that Ketlan and Esteban have disappeared and the body he stabbed wasn’t the Prince. However he keeps this information to himself and somehow manages to trick everyone – including Gergio – into believing that Ketlan is dead.

This is when he takes on the name Balthazar and claims his reward. Not only is he given money, but the title and lands his father had are returned to Balthazar and he becomes the Duke of Dunmore.  He is now King Gergio’s right hand man and does all the dirty work for the new king.

Twelve years later he goes to Liliya to arrange a marriage between Princess Elaina and King Gergio and discovers that not only is Prince Ketlan alive, he is now engaged to Princess Elaina and Esteban is by his side. This clearly surprises and upsets Balthazar. Once he returns to Traldon he tells King Gergio that Ketlan is alive and gets yelled at for his incompetence. 

He sends off his minions to find Ketlan and they return with information about a gypsy girl that Ketlan is looking for.  After learning about Melantha and planning to use her as bait for Ketlan, he confronts Gergio and kills him, taking the throne for himself.  

 Before he murders Gergio, he sends word to Queen Catherine that Gergio still wants to marry Princess Elaina and Queen Catherine forces her daughter to go.  Balthazar never intended for Elaina to actually marry Gergio, planning all along to kill Gergio before the wedding and marry Elaina himself.  Marrying a princess would help him secure the throne for himself.  Elaina finds out about the bait-and-switch when she shows up in Traldon. 

Balthazar more or less drags Elaina to the altar, but in the middle of the wedding Ketlan and his allies break into the church and stop it.  Ketlan turns the people against Balthazar (which doesn’t take much) and reveals that he is the long lost true Prince of Traldon. Realizing he’s outnumbered, Balthazar runs out of the chapel and back into the castle where he is confronted by Esteban in (of course) the same stairwell they last saw each other. They fight, Esteban beats him, but Balthazar tricks him, slashes him, and runs out.

He makes it to the throne room and lies in wait for Ketlan, who he knows is right behind him. They fight and it becomes clear that Balthazar is the better swordsman.  He tricks Ketlan and nearly kills him, but is stopped by a shout from Esteban and a sudden charge of girls, the OOPS, who tackle him and tickle him into submission.  Yeah, that doesn’t happen in the book.  It’s a very embarrassing and unrealistic end for a great villain.

It’s never revealed in the movie just how Balthazar escapes, but he does. It’s another twelve years before he returns to Traldon to seek his revenge.  During that time he has somehow managed to take over the Kingdom of Valdrondez and become its monarch.  Although it’s not revealed in the movie, Balthazar returns to being a pirate after being kicked off the throne and escaping from Traldon.

He does want revenge on Esteban and Ketlan, of course, but he’s bides his time and goes on with his life under the new name of Rachid (although he tells Rowan his name is also Richard).  He has no intention of seeking revenge at the moment, but that changes when he is contacted through a dream by a dark god named Tartarus.  Tartarus offers him a magic amulet that can make Balthazar appear to be anyone. In exchange Tartarus wants Balthazar to kidnap Ketlan’s children – specifically his daughter Telana – and sacrifice the girl to Tartarus.  Balthazar agrees.

Back in Traldon everyone is getting ready for the birthday Ball for Telana.  No one expects Balthazar to show up, so when the King of Valdrondez arrives for the (conveniently) masked Ball everyone assumes he is just another royal.  The one person who might suspect something is Esteban. Of course Balthazar took care of that before the ball begins.  In fact the first thing he does when he returns to Traldon is confront Esteban, knock him out, and lock him in his room.  He doesn’t kill Esteban because he wants Esteban to suffer the agony of knowing he failed to protect people he loves from Balthazar for a second time. 

Balthazar goes to the ball and charms Princess Elaina.  He seduces her in a whirlwind romance and Elaina, who is lonely at this point and is looking for a husband, falls in love with him.  Even though he reveals his face to her she doesn’t recognize him.  Why? Well, she really only saw him twice and has clearly forgotten all about him, although he has never forgotten about her.

Later at the ball he uses the magic amulet to make himself appear to be Esteban.  He reveals in the chance to pretend to be his nemesis and mock him at the same time. Although his disguise looks perfect he doesn’t quite act the part and suddenly Esteban appears to be a chick magnet, something Esteban definitely is NOT.  The fact that all the ladies flock to him makes the people who know Esteban best – mainly Ketlan and Melantha – begin to suspect that something is wrong.  Balthazar just plays it cool and tries to deflect suspicion and it works for the most part. 

Unfortunately he has a run-in with the girls of the OOPS. Milly and May tackle him, thinking he’s the handsome and charming King of Valdrondez they’ve been hearing about.  They can see through his disguise and once everyone starts questioning why they tackled Esteban both the OOPS and Balthazar realize that for whatever reason the spell doesn’t work on the girls.  They now know he isn’t who he says he is and he knows that he has no time to lose in exacting his revenge. 

During the night he takes on the appearance of Ali-Jinjil, the children’s unofficially adopted grandfather, and tricks Ketlan’s son, Rowan, into going with him.   Once alone he uses the amulet to turn Rowan into a jewel.  He tries the same thing on Telana, but she – like the OOPS – can see through his disguise and knows he’s not Ali-Jinjil.  The movie explains why the OOPS trio and Telana can see through the spell, but I’m not going to get into that here because Balthazar doesn’t know.

 By this point the heroes have figured out what’s going on and Balthazar is forced to just throwing Telana over his shoulder and kidnap her.  There is a long chase as the heroes run after him. In the middle of it Balthazar is able to get ahead of them long enough to turn Telana into a jewel and pocket her like he did her brother. Elaina happens to see him at the moment, realizes who he is, and joins in the chase to catch him. The chase then continues but in the end Balthazar escapes using the amulet (or some other magic device he got from Tartarus).

He returns to Valdrondez and proceeds to trick Rowan into thinking Ali-Jinjil sold Rowan into slavery and that Balthazar bought him to set him free.  Rowan has already been shown to have conflict with his father and wanted to run away so he accepts Balthazar’s invitation to stay in Valdrondez.  Balthazar basically adopts him and turns him against his father even more, enjoying the fun of having a son and at the same time grooming Rowan to someday kill Ketlan. 

He knows that the heroes will come after him at some point, but he doesn’t think they would make it to Valdrondez so soon.  He is entertaining a guest when he discovers that two of his serving girls are actually Melantha and Elaina in disguise.  When Melantha attacks him, Balthazar manages to fend her off and she gets captured. He sends her to the dungeon to be tortured. This is where we find out he really does have feelings for Elaina and was not just using her as part of his revenge.  

He offers to let her stay with him, to spare her from the same fate as her friend, but Elaina chooses to go to the dungeon with Melantha instead. Which at this point isn’t really a surprise to either of them.

Knowing that if the women made it here Ketlan and the gang can’t be too far behind, if they aren’t here already, Balthazar steps up his plans.  Telana is to be sacrificed immediately and he needs to figure out what to do with Rowan.  By this time Rowan has become suspicious and ends up turning on Balthazar just when Esteban and Ali-Jinjil arrive.

Esteban and Balthazar confront each other and their past and they fight once again.  The intense duel takes them through the palace and they end up both exhausted and angry.  Esteban gets the upper hand, knocks Balthazar down and raises his sword to kill him.  There is no hesitation this time, but before he can bring the sword down Balthazar stabs him with a concealed dagger.  Switching positions, Esteban falls to his knees and Balthazar grabs the sword, leaning over him.  Balthazar stabs Esteban repeatedly then leaves him for dead when he hears Ketlan and the others coming after him.

He waits for Ketlan to face him, patiently waiting to wrap up his revenge once and for all.  Balthazar decides to torture Ketlan by using the amulet and forcing Ketlan to fight people he loves.  Balthazar assumes that Ketlan will hesitate to kill him if he’s wearing the face of his friends, but Ketlan doesn’t let that stop him.  Until Balthazar takes the form of Melantha and he has to fight the love of his life.  Eventually Ketlan gets the amulet away from Balthazar, returning him to his real form, and backs the already exhausted Balthazar him into a corner.  Ketlan is about to stab him when Balthazar disappears.

Balthazar is saved from death by Tartarus, but he doesn’t intend to let Ketlan and the others get away.  He orders his second in command, Migare, to gather the troops and stop Ketlan from leaving the island.  In an ironic twist his right hand man – who has been getting increasingly upset with Balthazar during the movie, decides to kill Balthazar instead and take the throne of Valdrondez for himself, just as Balthazar killed Gergio.

Okay, wow that was a REALLY long summary.  I’ve tried to cut it down twice, but I feel like all that info needs to be in there somehow to understand his character.  I’m probably wrong of course, but if you made it this far thank you for reading and please continue.

           

Appearance

Balthazar is taller than Esteban, but not by much, and has a slender but muscular build.  He has long, naturally curly honey blond hair, which he wears pulled back, and blue eyes.  In the book his eyes actually change color depending on his mood from cobalt blue to purple when he gets angry. 

He tends to wear black clothing, although sometimes he wears dark blue.  He prefers fancy fabrics like satin and velvet, poofy shirts, and badass doublets.  In the first movie, Destiny, he wears an outfit that has become forever known as the Balthazar costume and that’s his basic look. However, by the third movie his tastes are a bit different and he wears a more piratical ensemble when he’s in Traldon.  In Valdrondez he still wears fancy jackets.  He often wears a cape and hat. Because that’s what you wear when you’re a villain.

Personality

Balthazar is a clever, calculating man who has dreams and ambitions far above what his illegitimate birth would allow.  He is determined to get his way no matter what and has no problem murdering and backstabbing his way to top.  He plans, plots, and manipulates everyone around him.  His thirst for power is equal only to his hunger for revenge.

He also has serious anger management issues and flies into a rage whenever anyone calls him a bastard.  He hates being reminded of the fact that he’s an illegitimate child and lashes out at anyone who dare to look down on him.

Although he is as charming as he is deadly, Balthazar is actually insane.  He always believes that what he does is the right and only thing to do. He can rationalize any action he takes and genuinely believes that Esteban and the royal family deliberately conspired against him personally to make his life hell.

Although his father’s death was clearly suicide, Balthazar couldn’t accept that and immediately assumed that Esteban must have killed him. He rewrites history in his mind all the time and blames Esteban and anyone else who pisses him off for all the failures and hardships in his life. The guy as more issues than a magazine store, which is one of the reasons he’s actually quite a complex character.

Abilities

Balthazar’s most obvious talents, of course, are his ability to fight and kill. He’s an expert swordsman, having learned from his father who was known as the greatest fighter in the land.  The only person in the movies who ever defeats him with fighting skill alone is Esteban (who was also trained by his father).  Ketlan only defeats him once and that’s because Balthazar already exhausted from fighting and killing Esteban and Ketlan uses magic. 

His talent for killing led him to be an assassin for many years and he never let those skills go stale. He uses daggers for quick kills and always has at least one if not more hidden on him at all times.  He also is known to use poison and is very good at slipping it into someone drink without them noticing. Despite his mistake when he failed to kill Ketlan, he is actually an extremely good assassin and can be very sneaky when he wants to be.  He is very flexible about his identity and has no problem changing his name and persona as many times as he needs.

He’s a master manipulator and can convince people of almost anything.  However, he can also be easy to manipulate himself if someone knows which buttons to push. Balthazar is extremely charming and very handsome.  He has always been able to seduce almost any woman he wants and most women swoon at his feet when he turns on the charm.  The very few women who are immune to his charm quickly become his enemies.  He can be very charismatic when he wants to be.

Relationships

Allies 

Lord Geoffrey is Balthazar’s father.  Balthazar idolized him even though Lord Geoffrey was a horrible, terrible father and a pathetic excuse for a human being. He was everything that Balthazar wanted to be (which explains a lot about Balthazar’s life goals) including rich, powerful, charming, and sadistic.  The fact that Lord Geoffrey never actually cared about Balthazar is something Balthy has conveniently forgotten or just simply never realized.

Gergio is the closest thing Balthazar ever has to a best friend. Actually they’re more like frenemies I guess.  They were both pawns in Lord Geoffrey’s schemes, although they both thought of themselves as co-conspirators. Once Lord Geoffrey is banished Balthazar is left alone.  Only Gergio cares what happens to him, but they both know Gergio only cares about how Balthazar can be useful to Gergio, not actually caring about what happens to him.

Still, they work well together and get along, on the surface at least, for a decade.  After ten years Gergio seems to forget that Balthazar is the one who made Gergio the King of Traldon after Balthazar murdered the rest of the royal family.  He often berates and humiliates Balthazar and yet he’s surprised when Balthazar dares to raise his sword against him.  They actually have a very complicated relationship, in part because Gergio he never realized that Balthazar also blames him for everything that happened twenty years ago and has been planning his revenge on Gergio for years. 

Migare is Balthazar’s henchman in Destiny III.  Although it’s never explicitly stated where they met, Migare was actually his first mate when Balthazar was a pirate (for the second time). When Balthazar took over the throne of Valdrondez he brought Migare along to continue being his right hand man.  The parallels between Gergio and Balthazar’s relationship and Balthazar and Migare’s relationship are both strong and deliberate.  Balthazar gets so used to being in charge and is so self focused that he doesn’t realize he’s being an asshole to what appears to be his only friend. 

Tartarus is an ancient and dark god who is stuck in a cave under a mountain. He wants to be set free and apparently Ketlan and Melantha’s daughter Telana is the key.   He appears in a dream to Balthazar and offers him magic and revenge in exchange for Balthazar getting Telana and sacrificing her to Tartarus.  They are purely business partners and neither one trusts the other but is perfectly willing to use each other as long as they can.  There is actually a lot more to their relationship and history in the books, and a reason why the only thing Tartarus allows to be seen of himself is his hand.

Nania is Tartarus’s minion and lover.  She’s also a dark fairy.  Tarts sends her to be an intermediary between him and Balthazar.  Balthazar doesn’t mind having extra help, but he trusts her as much as he trusts Tartarus so there isn’t much more than a business relationship between them.  He does interact with her differently then he interacts with other women however, never trying to charm or seduce her and even seems to have respect for her in a way he doesn’t show towards other women except Elaina.

Enemies

Esteban is his half brother and his nemesis.  They hate each other. Balthazar blames everything bad that has happened to him in his life on Esteban.  He blames Esteban for getting him banished, is convinced that Esteban murdered their father, knows that Esteban saved Ketlan just to spite him, and Esteban tries to return Ketlan to the throne just when Balthazar is planning to take it over.  Esteban has always ruined his life.

Balthazar delights in torturing Esteban any way he can.  When they were children he would pick fights with him and even killed his cat.  When Balthazar returns to Traldon after his twelve years he not only confronts Esteban first, he cuts and rips  up the memoirs Esteban has been writing. When they were younger Balthazar would steal away any woman that Esteban showed even the slightest interest in. If Esteban asked a woman to dance, Balthazar would waltz in and steal her away. 

However, Esteban was always able to charm the people who mattered most, such as the King and Queen of Traldon, which Balthazar never understood and always hated.  No matter how charming, intelligent, sophisticated, or dangerous Balthazar becomes he is always forced to face the fact that Esteban is better than him because, as Balthazar sees it, Esteban is the legitimate child and Balthazar is just a bastard. The fact that whenever they fight Esteban still defeats him every time just makes him hate Esteban even more. 

Queen Lavinia is Balthazar’s second worst enemy.  From the moment they met she took an instant dislike to him and, like her husband the king, praised and doted on Esteban whenever she could. When Lavinia takes Esteban for a private walk with only her companion, Lady Ariel, as a chaperone, Balthazar and his father seize the chance to ruin both her and Esteban’s reputations.  All Balthazar has to do is seduce Lady Ariel and leave Lavinia and Esteban alone long enough for rumor to suggest they’re having an affair.  Not only does Lady Ariel not succumb to his charms, but he ends up hearing Lavinia tell Esteban how much she dislikes his bastard brother.

When the plan fails and everything falls apart, leading to his family’s banishment, and to his father’s death, Balthazar blames both Esteban and Lavinia for the hell his life becomes.  When he is given the opportunity to murder her he jumps at the chance. The fact that he gets paid to kill her is just icing on the cake.

Ketlan is spoiled brat who should have either died years ago or never been born, as far as Balthazar is concerned.  In the movies he has very little direct interaction with Ketlan and the prince is just an idiot that Esteban uses to get revenge on Balthazar and ruin his life all over again.  The fact that Esteban seems to view Ketlan as something like a son and that Ketlan’s mother was the Queen Bitch are good enough reasons for Balthazar to hate Ketlan.  Balthazar views Ketlan as Esteban’s toy or pet and messing with Ketlan is a way to piss off Esteban. 

Other than a surrogate for his hate, Balthazar just sees Ketlan as an annoying upstart who sits on the throne that should belong to Balthazar.  Interesting fact: the scene where Balthazar is pretending to be Esteban in the ballroom and he talks with Ketlan is the longest conversation these two characters have that doesn’t involve swords and fighting. Actually I think that’s the ONLY conversation these two have that doesn’t involve swords and fighting.

Melantha is pretty, but she’s a peasant so Balthazar has no interest in her beyond using her as bait to lure Ketlan and Esteban into his trap.  As he tells her, “you’re pretty but I would prefer power any day.”  She is nothing more than a tool to him and he has no problem hurting her.  The first time they meet she has been kidnapped and is held captive in his dungeon.  After a very short exchange of words she spits in his face and he slaps her. He then tells the guard to torture her – a lot.  That interaction pretty much sums up their relationship.

He consistently underestimates her. When she and Elaina sneak into his palace disguised as serving girls not only does he not recognize her at first, he actually turns his back on her when she’s angry and is completely taken off guard when she brutally attacks him, almost stabbing him to death with a butter knife.  Naturally once the guards have pulled her off him and are holding her down he slaps and punches her. Then he sends her off to the dungeon to be tortured, as per usual.

Prince Rowan & Princess Telana are tools for revenge as far as he is concerned.  He enjoys the idea of turning Prince Rowan against his father Ketlan, and if possible even getting Rowan to kill his father.  Despite his evil intentions towards and masterful manipulation of Rowan, Balthazar clearly enjoys playing the father figure. He never has children, but it’s clear that he wouldn’t mind and in fact would probably like to be a father someday.

Since Telana saw through his magical disguise right away, Balthazar took an instant dislike to her.  Actually they took and instant dislike to each other.  She fights and struggles against him when he kidnaps her.  The first thing she does when he turns her back into a human is kick him in the shins.  He slaps her in return then sends her off with Nania to be sacrificed.  She is clearly her mother’s daughter and her brief interactions with Balthazar prove that.

Lady Ariel/Erion is surprisingly immune to his charms.  She is Queen Lavinia’s companion and is the woman Balthazar tries to seduce while Lavinia and Esteban are in the garden.  Not only does she not respond to his advances, she actively ignores him at first then threatens him with a giant sword later.  He doesn’t so much hate her as he is just baffled by her.   He doesn’t recognize her when she reappears years later as a member of the OOPS.   In the book he eventually realizes that she is a fairy with magical powers, but I don’t think he ever realizes that in the movies.

The OOPS are annoying.  They are a bunch of idiots who somehow – by sheer numbers he assumes – manage to defeat him just as he’s about to kill Ketlan.  They mob him, then tickle him into submission in the most humiliating defeat ever.  Technically they are actually the reason he loses the throne, but he doesn’t seem to care when he meets them again over a decade later.  They’re not even on his radar.

In fact he doesn’t even realize who they are until they mob him again thinking that he is the mysterious King of Valdrondez, even though he is using magic to look like Esteban at the time.  It becomes instantly obvious to both the OOPS trio (duo at the time) and to Balthazar that they can see through his magic spell. If I didn’t write a scene where Balthazar asks Tartarus why those women could see through his magic then I was an idiot. I’m pretty sure I was an idiot.

Ali-Jinjil is an enemy simply because he’s Esteban friend and considered a part of the royal family, acting as a sort of unofficial adopted grandfather to the children.  Balthazar has no regard for him one way or the other but is very much aware of Ali-Jinjil’s role in the family.  Balthazar disguises himself as Ali to gain the children’s trust when he kidnaps them.  He recognizes Ali’s importance to his enemies and uses it against them, turning himself into Ali-Jinjil in the magic fight with Ketlan at the end of Destiny III. 

However, they never actually have a conversation.  The only time the two are even alone for a few moments is when Balthazar is heading back to the ballroom after knocking out Esteban for the second time that day and runs into Ali-Jinjil. He hides and over hears Ali talking to someone about Esteban and wondering where he is.  Ali-jinjil goes to look for Esteban which is what motivates Balthazar to magically turn himself into Esteban to avoid suspicion.

Princess Elaina is neither an ally nor an enemy as far as Balthazar is concerned. She is best friends with his enemies, which should make her one, but Balthazar sees her more as a future ally then a current enemy.  Before he even meets her he intends to use her as a way to secure his throne, so he sees her as a tool.  Once she is in his kingdom to marry Gergio, who is now dead, he wastes no time informing her that she will be marrying him now instead of King Gergio.  He’s very dismissive of her and has no problem forcing her to marry him. 

Balthazar doesn’t even try to charm her since it’s a political marriage and he has more important things on his mind like gypsy girl in his dungeon and the rightful heir coming to take back the throne.  She’s just as dismissive to him as he is to her and they argue and clash on their way to the altar. Of course Ketlan enters before they can be married and Balthazar is forced to escape from Traldon and leave his bride behind.

Twelve years later when he returns to Traldon he goes out of his way to woo her and even proposes to her.  He uses all his charm and does manage to win her heart in a shockingly short amount of time.  Although she is just desperate and lonely, he is genuinely in love with her and has clearly been pining over her for a while now.  It’s never really explored in the movie as to when, why, and how he came to fall in love with her though. 

Basically she’s the one that got away.  There’s also a large part of him that feels he’s entitled to marry a princess and she’s the one he picked. His twisted personality has made him convince himself that they were meant to be together and would be happily married if Esteban and Ketlan hadn’t ruined everything.  The fact that all they did was argue when they first met suggests they would actually have been miserable together, but he rewrites history in his head all the time so he’s conveniently forgotten that.

He has a big Madonna/Whore complex and in how he views and treats Elaina versus Melantha is perfect reflection of that.  He loves and respects Elaina, even after she refuses to marry him twice.  He hurts and despises Melantha when they meet and promptly forgets about her when she’s gone.