- Fozzie Bear (from It's Not Easy Being Green) as Basil
- Billy Bunny (from Billy Bunny's Animal Songs) as Elmo
- Lindy (from Things That Fly) as Tailor
- Clifford (from It's Not Easy Being Green) as Trumpeter
- Statler and Waldorf (from Muppet Treasure Island) as Two-Headed Monster
- Gophers (from Billy Bunny's Animal Songs) as Honkers
- Frogs (from Billy Bunny's Animal Songs) as Anything Muppets
- Raccoons (from Billy Bunny's Animal Songs) as Sheep
- Clueless Morgan and Polly Lobster (from Muppet Treasure Island) as Chip and Dip
- Spotted Dick, Old Tom, Walleye Pike, Calico, Mudwell the Mudbunny, Black Dog, Mr. Curly Twirly, One-Eyed Jack, Shark, Clams and Fish (from Muppet Treasure Island) as AM Monsters
- Mad Monty (from Muppet Treasure Island) as The Wolf
- Penguins (from It's Not Easy Being Green) as Birds
- Rowlf the Dog (from It's Not Easy Being Green) as Dog
- Cecil Bear (from It's Not Easy Being Green) as Bear
- Miss Piggy (from It's Not Easy Being Green), Spa'am and Big Snort (from Muppet Treasure Island) as Pigs
- The Termite (from Billy Bunny's Animal Songs) as Fred the Wonder Horse
- The Porcupine (from Billy Bunny's Animal Songs) as Cow
- The Turtle (from Billy Bunny's Animal Songs) as Turtle
Billy Bunny: Wait, wait. Yoo-hoo. Pardon me. Yoo-hoo. Yoo-hoo. Excuse me. Will everybody be quiet? King Billy Bunny hears a noise.
Vicki: Well, thank goodness, it's only a little shepherd.
Billy Bunny: Oh, shepherd not very scary. Hey, hey, hey. Shepherd even look brave.
Pozzie Bear: Wait. But excuse me, but where are we and who are you?
Billy Bunny: Ahem. We are the creatures of the forest.
Lindy: Yeah, and are we ever glad to see you.
Fozzie Bear: You are?
Gonzo: Strange things have been happening.
Vicki: Yes, someone keeps playing tricks on us.
Fozzie Bear: Tricks? What kind of tricks?
Vicki: Hey, Billy. You just tell him what happened.
Billy Bunny: Okay. Ahem.
Oh, Billy's my name and Billy the King
and the kingdom should be a magnificent thing
Billy has splendid gown and a mace
I'll fill it with elegance, style and grace
But also today, Billy wearing a frown
as King Billy slept,
Last night someone crept
into Billy's chambers and sat on the crown.
Everyone: As King Billy left, last night someone crept, into Billy's chambers and sat on the crown.
Lindy: Good day.
I'm the tailor
and I make the clothes.
And not long ago,
I've got some trousers arose.
Oh, I've been making trousers
for all the townsfolk.
When somebody sew up the legs for a joke.
But it isn't funny.
It makes me see red.
For to my dismay,
they just fit one way.
And how would you like to wear pants on your head?
Everyone: For to his dismay, they just fit one way, and how would you like to wear pants on your head?
Clifford: Oh, I'm Clifford the trumpeter.
Music's my thing.
I'll blow this and people make way for the king.
It's a very good job if you're musically fit being King Billy's accompaniment.
But now what I do makes me sad and forlorn because just yesterday when I was away.
Somebody did something bad to my horn.
Everyone: Because just yesterday when he was away, somebody did something bad to his horn.
Billy Bunny: Oh, there used to be laughter and happiness here.
But now in the kingdom, our specialties fear.
It's just that we never know what to expect.
Clueless Morgan and Polly Lobster: If you call us scaredy pirates, you'll be correct.
Billy Bunny: If you think we like this, you're wrong as can be,
Things very tough,
And if that's not enough,
This morning, this paper was pinned to that tree.
Everyone: Things very tough, and if that's not enough, this morning, this paper was pinned to that tree.
Vicki: Some helpful tips for planning your move.
Lindy: And on top of all this, our bravest knight, Sir Otto, is nowhere to be found.
Fozzie Bear: But that isn't very nice of someone to play tricks on you. What are you going to do?
Billy Bunny: Well, Girl Pirate the Riddler can you answer you any question. A girl pirate can tell us who's playing tricks. Oh, someone has to go to the Fountain of Riddles.
Fozzie Bear: But who?
Billy Bunny: Oh yeah. That's right.
Fozzie Bear: Oh, now just a minute. I'm just a good-hearted little shepherd, not a brave-hearted little shepherd. Sorry.
Billy Bunny: Oh, no. Here we go again.
Lindy: Hey. I know. I can give you a disguise. Yes. I can disguise you as a wandering minstrel, a musician. Yeah, here. There. Now that will keep you safe.
Fozzie Bear: But why would that keep me safe?
Lindy: Well, the only other outfit I have is for a rat catcher.
Fozzie Bear: Oh, well, I sure don't wanna be a rat catcher.
Billy Bunny: Oh, well, good luck then.
Everyone: Goodbye, good luck, goodbye. Goodbye.
Billy Bunny: Good luck finding the Fountain of Riddles.