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- Huckle (The Busy World of Richard Scarry) as Alice
- Princess Aurora (Sleeping Beauty) as Alice's Sister
- Itchy (All Dogs go To Heaven) as Dinah
- Lowly (The Busy World of Richard Scarry) as White Rabbit
- Ray (The Princess and The Frog) as Doorknob
- Louis (The Princess and The Frog) as Dodo
- Djon the Thief and Creeper (Ducktales and The Black Cauldron) as Tweedle Dee and Tweedle Dum
- King Louie (The Jungle Book) as Walrus
- Brer Rabbit (Song of the South) as Carpenter
- Tigger (Winnie the Pooh) as Bill the Lizard
- Cinderella as The Rose
- Disney Princesses as The Flowers
- Merlock (Ducktales) as Caterpillar
- SpongeBob (SpongeBob SquarePants) as Caterpillar as a Butterfly
- Misty (Pokemon) as Bird in a Tree
- Donald Duck (Mickey Mouse) as Cheshire Cat
- Peter Pan (Peter Pan) as Mad Hatter
- Wart (The Sword in the Stone) as March Hare
- Gurgi (The Black Cauldron) as Dormouse
- Mickey Mouse, Patrick Star, and Goofy as Card Painters
- Maleficent (Sleeping Beauty) as Queen of Hearts
- Jiminy Cricket (Pinocchio) as King of Hearts
1. Opening Credits
2. Huckle Gets Bored/In A World Of My Own
3. The Run of the Worm ("I'm Late")
4. Huckle Meets Ray/The Bottle On The Table
5. The Arrival of Huckle ("Sailor's Hornpipe/The Caucus Race")
6. Huckle Meets Djon the Thief and Creeper ("How Do You Do and Shake Hands")
7. The Orangutang and The Rabbit
8. "Old Father William"
9. A Tiger With A Ladder/"We'll Smoke The Blighter Out"
10. A Garden of Talking Flowers ("All in the Golden Afternoon")
11. Huckle Meets Merlock ("How Doth A Little Crocodile")
12. More Ups and Downs for Huckle
13. Huckle Meets The Cheshire Duck/"Twas Brilling"
14. The Mad Tea Party (Part 1)
15. The Mad Tea Party (Part 2)
16. The Tulgey Wood
17. Huckle Gets Lost/"Very Good Advice"
18. "Painting The Roses Red"/The Cards' March/Maleficent, The Queen of Hearts
19. The Cheshire Duck Appears Yet Again
20. Huckle's Trial/"The Unbirthday Song (Reprise)"
21. Huckle's Flight
22. End Credits