- Lieutenant Commander Philip Francis Queeg as Shrek
- Lieutenant Barney Greenwald as Donkey
- Lieutenant Steve Marky as Merlin
- Lieutenant Tom Keefer as Pinocchio
- May Wynn as Princess Fiona
- Lieutenant Commander De Vriess as Magic Mirror
- Seaman as The Big Bad Wolf
- Lieutenant commander Challee as Cookie
- Mrs. Keith as Queen Lillian
- Chief Budge as King Harold
- Ensign Barney Harding as Artie
- and more
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