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- Bashful as Thomas
- Tweedle Dum (from Alice in Wonderland) as Ben
- Captain Hook (from Peter Pan) as Diesel
- Goofy (from Mickey Mouse) as Harold
- Walt Disney as Sir Topham Hatt
- Grumpy as Gordon (cameo)
- Snow White as Emily (cameo)
- Mrs. Potts and Fifi (from Beauty and the Beast) as Annie and Clarabel (cameo)
- Waddlesworth (from 102 Dalmatians) as Tiger Moth (cameo)