Peter Ustinov as Manny the Rat (voice)

Cloris Leachman as Euterpe (voice)

Sally Kellerman as The Seal (voice)

Andy Devine as The Frog (voice)

Alan Barzman as The Mouse (voice)

Marcy Swenson as The Mouse Child (voice)

John Carradine as The Tramp (voice)

Neville Brand as Iggy (voice)

Regis Cordic as The Clock (voice)

Joan Gerber as The Elephant (voice)

Bob Holt as Muskrat (voice)

Mel Leven as Ralphie (voice)

Maitzi Morgan as Teller / Starling (voice)

Frank Nelson as Crow #1 (voice)

Cliff Norton as Crow #2 (voice)

Cliff Osmond as C. Serpentina (voice)

Iris Rainer as Paper People / Starling (voice)

Robert Ridgely as Jack-in-the-Box (voice)

Charles Woolf as Bluejay / Paper People (voice)