MichaelTheCityMaker's other movie-spoof of Disney's 1951 animated film "Alice in Wonderland," this time with Spook.


  • Spook (from Top Cat) as Alice
  • Top Cat as Alice's Sister
  • Toulouse (from The Aristocats) as Dinah
  • Gideon (from Pinocchio) as The White Rabbit
  • Dumbo as The Doorknob
  • Shrek (from Shrek) as The Dodo
  • Jiminy Cricket and Timothy (from Pinocchio and Dumbo) as Tweedledee and Tweedledum
  • Yogi Bear as The Walrus
  • Boo Boo Bear (from Yogi Bear) as The Carpenter
  • Timon (from The Lion King) as Bill the Lizard
  • Eilonwy (from The Black Cauldron) as The Rose
  • Wilma Flinstone (from The Flinstones) as The Snooty Flower
  • Mrs. Ball (from Top Cat) as The Daisy
  • Thumper's Sisters, Abigail and Amelia Gabble, Gossipy Elephants (from Dumbo), Faline, Rita, Georgette, Sandy Cheeks, Nala, Alex the Lion, Miss Kitty Mouse, Maggie, Grace, Mrs. Calloway, Marie, Duchess, and others as The Other Flowers
  • Marvin the Martian (from Looney Tunes) as The Caterpiller
  • Beans (Rango) as The Caterpillar as a Butterfly
  • Mrs. Judson (from The Great Mouse Detective) as The Bird in the Tree
  • Baba Looey as The Cheshire Cat
  • Mickey Mouse as The Mad Hatter
  • Donald Duck (from Mickey Mouse) as The March Hare
  • Chip (from Beauty and the Beast) as The Dormouse
  • Hokey Wolf, Dinagling Wolf, and Magilla Gorilla as The Card Painters
  • Cruella De Vil (from 101 Dalmations (animated)) as The Queen of Hearts
  • Sergeant Tibbs (from 101 Dalmatians (animated)) as The King of Hearts


  • 1. Opening Credits
  • 2. Spook is Bored/"In A World Of My Own"
  • 3. The Run of The Cat ("I'm Late")
  • 4. Spook Meets Dumbo/The Bottle On The Table
  • 5. The Arrival of Spook ("Sailor's Hornpipe/The Caucus Race")
  • 6. Spook Meets Jiminy Cricket and Timothy ("How Do You Do and Shake Hands")
  • 7. The Bear and His Cousin
  • 8. "Old Father William"
  • 9. A Meerkat With A Ladder/"We'll Smoke The Blighter Out"
  • 10. A Garden of Talking Flowers ("All in the Golden Afternoon")
  • 11. Spook Meets Marvin the Martian ("How Doth A Little Crocodile")
  • 12. More Ups and Downs for Spook
  • 13. Spook Meets The Cheshire Donkey/"Twas Brilling"
  • 14. The Mad Tea Party (Part 1)
  • 15. The Mad Tea Party (Part 2)
  • 16. The Tulgey Wood
  • 17. Spook Gets Lost/"Very Good Advice"
  • 18. "Painting The Roses Red"/The Cards' March/Cruella De Vil, The Queen of Hearts
  • 19. The Cheshire Donkey Appears Yet Again
  • 20. Spook's Trial/"The Unbirthday Song (Reprise)"
  • 21. Spook's Flight/Finale
  • 22. End Credits

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