• Kenny (from The Busy World Of Richard Scarry) as Alice
• Lynnie (from The Busy World Of Richard Scarry) as Alice's Sister
• Yasha (from An American Tail) as Dinah
• Rabbit (from Winnie The Pooh) as The White Rabbit
• Ord (from Dragon Tales) as The Doorknob
• Gaston (from Beauty and The Beast) as Dodo
• Timon and Pumbaa (from The Lion King) as Tweedledee and Tweedledum
• Claude Frollo (from The Hunchback Of Notre Dame) as The Walrus
• Quasimodo (from The Hunchback Of Notre Dame) as The Carpenter
• Tai Lung (from Kung Fu Panda) as Bill the Lizard
• Belle (from Beauty and the Beast) as The Rose
• Other Characters as The Flowers
• Dr. Facilier (from The Princess and The Frog) as The Caterpillar
• Iago (from Aladdin) as The Caterpillar as a butterfly
• Ariel (from The Little Mermaid) as The Bird in The Tree
• Sir Hiss (from Robin Hood) as The Chesire Cat
• The Mad Hatter and The March Hare as Themselves
• Fievel (from An American Tail) as The Dormouse
• The Card Painters as Themselves
• Maleficent (from Sleeping Beauty) as The Queen of Hearts
• Edmond (from Rock A Doodle) as The King of Hearts

nny