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- SpongeBob as Shrek
- Timon and Pumbaa (from The Lion King) as Donkey
- Sandy as Princess Fiona
- The Whale (from Finding Nemo) as Dragon
- Squidward as Puss in Boots
- Mr. Krabs as King Harold
- Mrs. Puff as Queen Lillian
- Plankton as Lord Farquaad
- Karen as The Fairy Godmother
- Man Ray as Prince Charming
- The Dirty Bubbles as Rumpelstiltskin
- Fred as Pinocchio
- Patrick as Gingy