- Thomas the Tank Engine as Woody
- Mickey Mouse as Buzz Lightyear
- Minnie Mouse as Jessie
- Percy (From Thomas the Tank Engine) as Bullseye
- Tigger (from Winnie the Pooh) as Hamm
- Spongebob Squarepants as Rex
- Oacar the Grouch (Sesame Street) as Mr. Potato Head
- Charlotte (Making Fiends) as Mrs. Potato Head
- Scrooge McDuck (from Ducktales) as Slinky Dog
- Marie, Tolouse and Berlioz (from The Aristocats) as the aliens
- Plankton (Spongebob Squarepants) as Lots-o Huggin Bear
- Bad Kitty as Lotso's Replacement
- Fifi La Fume (Tiny Toon Adventures) as Barbie
- Penny (the Rescuers) as Daisy
- Furball Tiny Toon Adventures) as Ken
- Ursula (from Little Mermaid) as Stretch
- Johnny Cuba (from TUGS) as Chunk
- Hades (from Hercules) as Twitch
- Diesel (from Thomas the Tank Engine) as Sparks
- Young Bambi (from Bambi) as Big Baby
- Stromboli (from Pinocchio) as Cymbal Banging Monkey
- The Genie (from Aladdin) as Chatter Telephone
- Terence (Thomas And Freinds) as Bookworm
- Sandy Cheeks (Spongebob Squarepants) as Trixie
- Doc (from Snow White) as Mr. Princklepants
- Warrior (from TUGS) as Buttercup
- Emmy (from Dragon Tales) as Dolly
- Piglet (from Winnie the Pooh) as Chuckles
- Big Mac (from TUGS) as Tororo
- Huey, Dewey and Louie (from Mickey Mouse) as Peas in a Pod
- Frankie Da Flea (Tom and Jerry The Movie) as the jack-in-a-box
- Lady (from Thomas the Tank Engine) as Bonnie
- Adult Simba (The Lion King) as Andy
- Train (from Frosty the Snowman) as A Ride to Sunnyside
Plankton: She Replaced Us Now Come On
Piglet: No She Only Replaced You
Plankton: She Replaced All Of Us! Didn't She?!
(Young Bambi Tries To Climb Back Up Into Penny's Room)
Plankton: She Dont Love You No More!
(Plankton Use's The Chumbots Arm To Toss It To The Ground)
Plankton: Now Come On!
(Young Bambi) Cries
Oscar The Grouch: (To Young Bambi) Hey Monco! Keep Your Teeth Off My Wife!
(Young Bambi Grabs Oscar With His Teeth)
Oscar The Grouch: Hey! Let Go Of Me You Drooling Dofus!
Plankton: Not Him" I think This Grouch Needs To Learn Himself Some Manners"
Take Him To The Box""
Oscar The Grouch: (To Young Bambi) Hey! Put Me Down You Moron! Where You Taking Me?
Bad Baby! Bad Baby!
Thomas The Tank Engine: Wait What About Penny?
Plankton: I Dont Know What Your Talking About
Thomas The Tank Engine: Penny? Do You Use To Do Everything With Her?
Plankton: Oh Yeah? Then She Threw Us Out!
Thomas The Tank Engine: No! She Lost You!
Plankton: She Replaced Us
Thomas The Tank Engine: (To Plankton)
She Replaced You! And You Could'nt Have Her Than No One Could" You Lied To Bambi And You've Been Lying That Make's Ever Sence!
Plankton: To (Thomas) Where Did You Get That?
Thomas The Tank Engine: (To Plankton) She Loved You Plankton"
Plankton: She Never Loved Me!
Thomas The Tank Engine: As Much As Any Kid Ever Loved A Cartoon"
Young Bambi: Mama?
Plankton: What?! You Want Your Mommy Back?! Never Loved You Don't Be Such A Baby!
(Plankton Jump's Inside His ChumBot Turns On The ChumBot
And Uses The Control To Make The ChumBot Walk And The ChumBot's Foot Smashes Penny's Nametag)
(Young Bambi Cries)
Plankton: (To Ursula) Push Them In! All Of Theme!
(To Young Bambi Hades And Diesel) This Is What Happens When You Dummies Trying To Think!
We're All Just Trash! We Need To Be Throw'n Away! Just All A Cartoon Is!
(Young Bambi With His Teeth)
Plankton: Hey! Stop It! Put Me Down You Idiot!
(Young Bambi Drops Plankton Into The Dumpster)
Plankton: Aaaugh! No! No Wait a Munite! Bambi Wait!
Spongebob Squarepants: He's Gone
Oscar The Grouch: Holy Cow
Young Bambi: Blows Rasberries
Oscar The Grouch: That's Oscar The Grouch To You Ed
Furball: Gasps Fifi! Wait! Dont Do This Plankton!
Plankton: She's A Skunk Furrball There's A Hundred And Milion Just Like Her!
Furball: Not To Me There's Not
Plankton: Fine! And Why Don't You Join Her!