• Bob Wallace as Matt
  • Phil Davis as Digit
  • Betty Haynes as Jackie
  • Judy Haynes as Inez
  • Major General Tom Waverly as The King of Happily Ever After
  • Emma Allen as Wanda
  • Ed Harrison as Sam Vander Rom
  • Joe as Spider
  • Susan Waverly as Motherboard
  • Train Conductor as Dr. Marbles
  • Railroad Stationmaster as Zeus
  • Doris Lenz as Creech

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