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Captain Star (from TUGS) as Mufasa
Julian and Tom's mother as Sarabi
Julian as Simba
Daisy (from Thomas and Friends) as Sarafina
Wheezie as Nala
Fish as Zazu
Tom as Timon
Thumper as Pumbaa
Alley as Rafiki
Jerry as Scar
Ursula (from The Little Mermaid) as Shenzi
Plankton (from SpongeBob Squarepants) as Banzai
Diesel 10 (from Thomas and Friends) as Ed