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Charlottes web/Shrek with Charlottes Web clips and Shrek sounds
- Wilbur as Sherk
- Cardigain as Donkey
- Fern as Princess Fiona
- Nellie as Dragon
- Templeton as Puss in Boots
- Joy as Gingy
- Aranea as Gingy
- Farley as Lord Farquare
- Charlotte as Fariy God Mother
- Adult Simba as Prince Charming