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- Heinrich Von Marzipan as James
- Stickybeard as Grasshopper
- Chad Dickson as Centipede
- King Sandy as Earthworm
- Cree Lincoln as Ladybug
- Valerie as Miss Spider
- Grandma Stuffum as Glowworm
- Numbuh 5 as Aunt Spiker
- Numbuh 3 as Aunt Sponge