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LionKingRulezAgain1's movie-spoof of Disney's 1951 animated film "Alice in Wonderland".
- Top Cat and Timon (The Lion King) as Alice
- April O'Neil (Teenage Mutant Ninja Turtles (1987) as Alice's Sister
- Wilbur (Charlotte's Web (1973) as Dinah
- Timothy (Dumbo) as The White Rabbit
- Basil of Baker Street (The Great Mouse Detective) as The Doorknob
- Mario (Nintendo) as The Dodo
- Luigi (Nintendo) as The Parrot
- Hubie and Rocko (The Pebble and the Penguin) as Tweedledee and Tweedledum
- Dash (The Little Mermaid 2: Return to the Sea) as The Walrus
- Tip (The Little Mermaid 2: Return to the Sea) as The Carpenter
- Charmy Bee (Sonic X) as Bill the Lizard
- Mrs. Jumbo (Dumbo) as The Rose
- Snowene (Kimba the White Lion) as The Snooty Flower
- Florrie (Madagascar: Escape 2 Africa) as The Daisy
- Queen Aleena (Sonic Underground) as The White Rose
- Hula Girls, Duchess, Gossipy Elephants, Penny, Auntie Shrew, Mrs. Frisby, Slappy Squirrel, Sandy Cheeks, Alex the Lion, Bruno and Lucifer, Launchpad McQuack, Huey, Dewey, Louie, Jenny, Anastasia (Anya), and others as the other Flowers
- Ripto (Spyro the Dragon 2: Ripto's Rage) as The Caterpillar
- Ducky (The Land Before Time) as The Caterpillar (Butterfly)
- Iago (Aladdin) as The Bird in the Tree
- Fidget (The Great Mouse Detective) as The Cheshire Cat
- Yogi Bear as The Mad Hatter
- Boo-Boo Bear (Yogi Bear) as The March Hare
- Olivia (The Great Mouse Detective) as The Dormouse
- Yakko, Wakko, and Dot (Animaniacs)) as The Card Painters
- King Leonidas (Bedknobs and Broomsticks) as The Queen of Hearts
- Abigail (Once Upon a Forest) as The King of Hearts
- 1. Opening Credits
- 2. Top Cat and Timon are Bored/"In A World Of My Own"
- 3. The Run of Timothy ("I'm Late")
- 4. Top Cat and Timon Meet Basil/The Bottle On The Table
- 5. The Arrival of Top Cat and Timon ("Sailor's Hornpipe/The Caucus Race")
- 6. Top Cat and Timon Meet Hubie and Rocko ("How Do You Do and Shake Hands")
- 7. The Walrus and The Penguin
- 8. "Old Father William"
- 9. A Bee With A Ladder/"We'll Smoke The Blighter Out"
- 10. A Garden of Talking Flowers ("All in the Golden Afternoon")
- 11. Top Cat and Timon Meet Ripto ("How Doth A Little Crocodile")
- 12. More Ups and Downs for Top Cat
- 13. Top Cat and Timon Meet The Cheshire Bat/"Twas Brilling"
- 14. The Mad Tea Party (Part 1)
- 15. The Mad Tea Party (Part 2)
- 16. The Tulgey Wood
- 17. Top Cat and Timon Get Lost/"Very Good Advice"
- 18. "Painting The Roses Red"/The Cards' March/Leonidas, The Kings of Hearts
- 19. The Cheshire Bat Appear Yet Again
- 20. Top Cat and Timon's Trial/"The Unbirthday Song (Reprise)"
- 21. Top Cat and Timon's Flight/Finale
- 22. End Credits