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- Gypsy (A Bug's Life) as Alice
- Princess Atta (A Bug's Life) as Alice's sister
- Aphie (A Bug's Life) as Dinah
- Fievel (An American Tail) as White Rabbit
- Yogi Bear as Doorknob
- Quick Draw McGraw as Dodo
- SpongeBob SquarePants & Patrick Star as Tweedle Dee and Tweedle Dum
- Mater (Cars) as Walrus
- Lightning McQueen (Cars) as Carpenter
- Mickey Mouse as Bill the Lizard
- Rosie, The Elephants, Tiana, Sawyer and others as the Flowers
- Sebastian (The Little Mermaid) as Caterpillar
- Scuttle (The Little Mermaid) as Caterpillar as a butterfly
- Adult Nala (The Lion King) as Bird in a Tree
- Top Cat as Cheshire Cat
- Magilla Gorilla as Mad Hatter
- Peter Potamus as March Hare
- Timothy Q. Mouse (Dumbo) as Dormouse
- Timmy Turner, Jimmy Neutron and B.O.B. (Monsters vs. Aliens) as Card Painters
- Maleficent (Sleeping Beauty) as Queen of Hearts
- Fagin (Oliver & Company) as King of Hearts
1. Opening Credits
2. Gypsy is Bored (In A World Of My Own)
3. The Run Of The Mouse (I'm Late)
4. Gypsy Meets Yogi Bear/The Bottle On The Table
5. The Arrival Of Gypsy (The Sailor's Hornpipe/"The Caucus Race")
6. Gypsy Meets SpongeBob & Patrick (How Do You Shake Hands)
7. The Tow Truck & The Race Car
8. Old Father William
9. A Mouse With A Ladder/We'll Smoke the Blighter Out
10. A Garden Of Talking Flowers ("All In The Golden Afternoon")
11. Gypsy Meets Sebastian/"How Doth the Little Crocodile"
12. More Ups and Downs for Gypsy
13. Gypsy Meets The Cheshire Top Cat/"Twas Brilling"
14. The Mad Tea Party (Part 1; "The Unbirthday Song")
15. The Mad Tea Party (Part 2; The Mouse Arrives Again)
16. The Tulgey Wood
17. Gypsy Gets Lost/"Very Good Advice"
18. Painting the Roses Red/The Cards' March/Maleficent, The Queen of Hearts
19. The Cheshire Top Cat Appears Yet Again
20. Gypsy's Trial/"The Unbirthday Song (Reprise)"
21. Gypsy's Flight/The Finale
22. End Credits