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Pongo (from 101 Dalmatians) as Thomas
WALL-E (from WALL-E) as Percy
Friar Tuck (from Robin Hood) as Toby
Flik (from A Bug's Life) as Duck
Doc (from Snow White) as Duke
Grumpy (from Snow White) as Sir Handel/Falcon
Happy (from Snow White) as Peter Sam/Stuart
Kaa (from The Jungle Book) as Smudger
Various Passengers as Themselves
Various Animators as Various Crews
George Carlin as The Narrator
George Carlin: One winter's night, when the cold wind blew, the disney characters found it hard to sleep.
Friar Tuck: What we need...
George Carlin: Suggested Friar Tuck.
Friar Tuck: Is to listen to a story.
George Carlin: Said WALL-E.
WALL-E: A mysterious story.
George Carlin: Added Flik.
Flik: It must have a happy ending.
Pongo: My animator told me a story.
George Carlin: Said Pongo. So everyone listened.
Pongo: Once upon a time,
George Carlin: Began Pongo.
Pongo: There were three little dwarfs, who lived in their own little house on their own little forest. Their names were Doc, Happy and Grumpy. Doc was the oldest, and was named after his grace, Duke Doc. He was proud of this, and liked to keep the younger dwarfs in order. Whenever they did anything that Doc thought wrong, he would say,
Doc: That would never suit his grace.
Pongo: Other dwarfs came and went, but Doc outlasted them all. Happy and Grumpy used to call him 'Grandwarf.' They were fond of him, but they got very tired of hearing all about 'his grace.' Sometimes they would tease him and chant,
Happy & Grumpy: Dwarfs come and dwarfs go, Grandwarf goes on forever.
Doc: You impertinent scallywags!
Pongo: Doc would say.
Doc: Whatever are you dwarfs coming to?
Happy: Never mind, Grandwarf. We're only young once.
Doc: Well, you better mind. Unless you want to end up like Kaa.
Happy: Oh, Grandwarf? What ever happened?
Pongo: Said Doc.
Doc: Was a show-off! He rode roughly and often came off the road. I warned him to be careful, but he took no notice.
Kaa: Listen, Docy,
Doc: He said.
Kaa: Who worries about a few spills?
Doc: 'We do here,' I said, but Kaa just laughed.
Kaa: He he he he he!
Doc: Until one day, manager said he was going to make him useful at last. Kaa stopped laughing then.
Happy: Well, why? What did he do?
Doc: He turned him into a generator. He's still out there behind our house. He'll never move again.
Pongo: After that, Happy and Grumpy became really useful dwarfs, and all three were happy together for many years. Then, hard times came. The mines in the hills closed, and the forest was closed, too. People came to buy the dwarfs.
Passengers: We'll take Happy and Grumpy.
Pongo: No one wanted Doc. They thought him 'Too old'.
Happy: Cheer up, Grandwarf.
Pongo: Called Happy.
Happy: We'll find you a nice forest, and then you can come and keep us in order.
Pongo: They tried to be brave and cheerful, but no one really thought their dreams would come true. Doc's animators polished and greased his head one last time. They sheeted him snugly, and said good-bye. Then they had to go away and find work. Doc was alone.
Doc: Oh, well.
Pongo: He sighed.
Doc: I'll go to sleep. It'll help to pass the time.
Pongo: Winter torrents washed soil from the hills. Trees and bushes grew all around. You wouldn't have known a house was there, let alone a dwarf asleep inside.
WALL-E: That's not a happy ending!
George Carlin: Cried WALL-E.
George Carlin: Murmured Pongo.
Pongo: There will be one, but that will have to wait until next time.