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JakeRockz's movie spook of Disney's 1951 animated film "Alice in Wonderland."
- Top Cat as Alice
- April O'Neil (from the classic 1987 Teenage Mutant Ninja Turtles) as Alice's sister
- Bartok (from Anastasia) as Dinah
- Timon (from The Lion King) as The White Rabbit
- Cecil (from The Scret of NIMH 2: Timmy to The Rescue) as The Doorknob
- Dr. Albert E. Owl (from The Seventh Brother and Tiny Heroes) as The Dodo
- Kaa and Sir Hiss (from The Jungle Book and Robin Hood) as Tweedledee and Tweedledum
- Babar (from Babar) as The Walrus
- Zephir (from Babar) as the Carpenter
- Jim Crow (from Dumbo) as Bill the Lizard
- Mrs. Jumbo (from Dumbo) as The Rose
- Snowene (from Kimba the White Lion) as The Snooty Flower
- Florrie (from Madagascar: Escape 2 Africa) as The Daisy
- Queen Aleena (from Sonic Underground) as The White Rose
- Hula Girls, Duchess, Gossipy Elephants, Abigail, Auntie Shrew, Mrs. Frisby, Slappy Squirrel, Sandy Cheeks, Alex the Lion, Bruno and Lucifer, Launchpad McQuack, Huey, Dewey, Louie, Olivia, Bianca, and others as the other Flowers
- Ripto (from Spyro the Dragon 2: Ripto's Rage) as The Caterpillar
- Ducky (from The Land Before Time) as The Caterpillar (Butterfly)
- Princess (from The Powerpuff Girls) as The Bird in the Tree
- Ruby (from The Land Before Time) as The Cheshire Cat
- Yakko (from Animaniacs) as The Mad Hatter
- Wakko (from Animaniacs) as The March Hare
- Dot (from Animaniacs) as The Dormouse
- Sonic, Tails, and Knuckles (from Sonic the Hedgehog) as The Card Painters
- Prince John (from Robin Hood) as The Queen of Hearts
- Michelle (from Once Upon a Forest) as The King of Hearts
- 1. Opening Credits
- 2. Top Cat is Bored/"In A World Of My Own"
- 3. The Run of The Meerkat ("I'm Late")
- 4. Top Cat Meets Cecil/The Bottle On The Table
- 5. The Arrival of Top Cat ("Sailor's Hornpipe/The Caucus Race")
- 6. Top Cat Meets Kaa and Sir Hiss ("How Do You Do and Shake Hands")
- 7. The Elephant and The Monkey
- 8. "Old Father William"
- 9. A Crow With A Ladder/"We'll Smoke The Blighter Out"
- 10. A Garden of Talking Flowers ("All in the Golden Afternoon")
- 11. Top Cat Meets Ripto ("How Doth A Little Crocodile")
- 12. More Ups and Downs for Top Cat
- 13. Top Cat Meets The Cheshire Fast Runner/"Twas Brilling"
- 14. The Mad Tea Party (Part 1)
- 15. The Mad Tea Party (Part 2)
- 16. The Tulgey Wood
- 17. Top Cat Gets Lost/"Very Good Advice"
- 18. "Painting The Roses Red"/The Cards' March/John, The Prince of Hearts
- 19. The Cheshire Fast Runner Appears Yet Again
- 20. Top Cat's Trial/"The Unbirthday Song (Reprise)"
- 21. Top Cat's Flight/Finale
- 22. End Credits