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MichaelTheCityMaker's new movie-spoof of "Alice in Wonderland (1951)", this time with Boo Boo Bear.
- Boo Boo Bear as Alice
- Yogi Bear as Alice's Sister
- Berlioz (The Aristocats) as Dinah
- Maurice (Madagascar 1 and 2 and The Penguins of Madagascar) as The White Rabbit
- Stanley (A Troll in Central Park) as The Doorknob
- The Ringmaster (Dumbo) as The Dodo
- Trigger and Nutsy (Robin Hood) as Tweedledee and Tweedledum
- King Louie (The Jungle Book) as The Walrus
- Abu (Aladdin) as The Carpenter
- Bartok (Anastasia) as Bill the Lizard
- Belle, Jasmine, Ariel, Thumper's Sisters, Snow White, Gossipy Elephants (Dumbo), Penny, Eilonwy, Aurora, Shanti, Maid Marian, Miss Kitty Mouse, Olivia, Bianca, and others as The Flowers
- Ratigan (The Great Mouse Detective) as The Caterpillar
- Timothy (Dumbo) as The Caterpillar as a Butterfly
- Heather (Total Drama Island) as The Bird in the Tree
- King Julien (Madagascar 1 and 2 and The Penguins of Madagascar) as The Cheshire Cat
- Jim Crow and Preacher Crow (Dumbo) as The Mad Hatter and The March Hare
- Crow with Glasses (Dumbo) as The Dormouse
- Skipper, Kowalski, and Private (Madagascar 1 and 2 and The Penguins of Madagascar) as The Card Painters
- Yzma (The Emperor's New Groove) as The Queen of Hearts
- Baba Looey as The King of Hearts
- 1. Opening Credits
- 2. Boo Boo Bear is Bored/"In A World Of My Own"
- 3. The Run of Maurice ("I'm Late")
- 4. Boo Boo Bear Meets Stanley/The Bottle On The Table
- 5. The Arrival of Boo Boo Bear ("Sailor's Hornpipe/The Caucus Race")
- 6. Boo Boo Bear Meets Trigger and Nutsy ("How Do You Do and Shake Hands")
- 7. The Orangutan and The Monkey
- 8. "Old Father William"
- 9. A Bat With A Ladder/"We'll Smoke The Blighter Out"
- 10. A Garden of Talking Flowers ("All in the Golden Afternoon")
- 11. Boo Boo Bear Meets Ratigan ("How Doth A Little Crocodile")
- 12. More Ups and Downs for Boo Boo Bear
- 13. Boo Boo Bear Meets The Cheshire Lemur/"Twas Brilling"
- 14. The Mad Tea Party (Part 1)
- 15. The Mad Tea Party (Part 2)
- 16. The Tulgey Wood
- 17. Boo Boo Bear Gets Lost/"Very Good Advice"
- 18. "Painting The Roses Red"/The Cards' March/Yzma, The Queen of Hearts
- 19. The Cheshire Lemur Appears Yet Again
- 20. Boo Boo Bear's Trial/"The Unbirthday Song (Reprise)"
- 21. Boo Boo Bear's Flight/Finale
- 22. End Credits