- Susan Sheridan as Yellow Little Rabbit and Popeye Jr.
- Pauline Collins as Yumi-Yumi Bear
- Hannah Gordon as Mother Bear
- Maurice LaMarche as Popeye
- Jack Mercer as Poopdeck Pappy
- Allan Melvin as Bluto
- David Markus as Tank Bluto
- Frank Welker as Bulk
- Paul Winchell as Gargamel
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