- Stan as Matt
- Ollie as Digit
- Ginger Hammond as Inez
- Dan Forrester as The King of Happily Ever After
- Sgt. Hippo as Jules
- Colonel Ridley as Sam Vander Rom
- Dr. Schickel as Hacker
- Captain Baker as Slider
- Aunt Martha as Jackie
- Aunt Agatha as Creech
- General Talylor as Coop
- Colonel Wayburn as Dr. Marbles
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