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- Schemer (from Shining Time Station) as Sulley
- Matilda as Mike (both start with M)
- Amanda Thripp as Boo
- Miss Honey as Celia
- Bowser (from Mario) as Mr. Waternoose
- Harry Wormwood as Randall
- Miss Trunchbull as Roz
- Mike Wormwood as Fungus
- Lavander as Smitty