• Shane as Woody
  • David as Buzz Lightyear
  • Puppet as Slinky Dog
  • Fido the Fly as Rex
  • Bob the Blanket as Hamm
  • Mrs. Foil as Jessie
  • Lefty as Mr. Potato Head
  • Lifeguard as Mrs. Potato Head
  • Atta the Door as Bo Peep
  • Young Shane as Andy Davis
  • Young David as Lenny
  • Upside Down Car as RC
  • Pirate as Sid Phillips
  • Clarabelle as Hannah Phillips
  • The Mr. Men and Little Misses (from The Mr. Men Show) as Sid's Mutant Toys
  • BarBara as Mrs. Davis
  • Cave as Evil Emperor Zurg
  • Sheriff Woody (from The Upside Down Show: The Movie) as Stinky Pete

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