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- Version 1
- Luci as Ariel (Not Barney, only Luci and Ariel is female!)
- Michael as Prince Eric
- Barney as Pooh (from Winnie The Pooh)
- Baby Bop as Carlotta
- BJ as Louie
- Riff as Grimbsy
- Scooter as Max
- Stephen as Scuttle
- Nemo (from Nemo) as Flounder
- Shawn as Sebastian
- Michael's Dad as King Triton