• Kermit as James
  • Rowlf as Old Man
  • Miss Poogy as Aunt Sponge
  • Emily Bear as Aunt Spiker
  • Fozzie Bear as Centipede
  • Gonzo as Earthworm
  • Sam the Eagle as Grasshopper
  • Janice as Gloworm
  • Miss Piggy as Spider
  • Annie Sue as Ladybug
  • Sweetums as The Rhino
  • Animal as The Shark
  • The Newsman as Policeman
  • Gary & Mary as James's Parents
  • Muppaphones as Seagulls
  • Blind Pew as Jack Skellington (cameo)
  • Pirates as The Skelepirates

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