Whoopi Goldberg as Mother Gooseberg (voice)

Jimmy Smits as Old King Cole (voice)

Denzel Washington as Humpty Dumpty / The Crooked Man (voice)

Cheryl 'Salt' James as Three Little Kittens (voice)

Sandra 'Pepa' Denton as Three Little Kittens (voice)

Deidra Roper as Three Little Kittens (voice)

Regis Philbin as Jack (voice)

Kathie Lee Gifford as Jill (voice)

Jackée Harry as Bo Peep (voice)

Nell Carter as Mary (voice)

Lauren Tom as Little Miss Muffet (voice)

Dave Chappelle as The Spider (voice)

Robert Pastorelli as Sgt. Louie (voice)

George Wallace as The Farmer (voice)

Rockapella as The Five Little Piggies (voice)

Steven Wright as The Bogey Man (voice)

Camille Winbush as The Child (voice)

Marla Gibbs as Old Mother Hubbard (voice)