- Peter Parker/Spider-Man as Winnie the Pooh
- Gwen Stacy as Darby
- Dr. Curt Connors/Lizard as Nasty Jack
- Captain Stacy as Tigger
- Uncle Ben as Christopher Robin
- Aunt May as Kanga
- Dr. Rajit Ratha as Roo
- Flash Thompson as Owl
- and more
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