"Brian Blessed - El Supremo, the main villain responsible for capturing various monuments, which he plans to use to create a sleeping virus. He is also married to Messina, which would make him Freddie's uncle."

"Victor Maddern - Old Gentleman Raven"

"Sir Michael Hordern - King, Freddie's father who is killed by his sister Messina"

"Nigel Hawthorne - Brigadier G, the head of the British secret service"

"Phyllis Logan - Nessie, a Loch Ness monster that Freddie befriends as a frog. She assists him with escaping the sea in the climax of the film."

"Dee Wallace as Edmond's mother"

"Once upon a time, back before I knew how to tie my shoes, the sun came up. Now, I know an everyday sunrise may not seem like such a big deal to some folks. But, imagine for a moment: if instead of rising up- like this- one morning where you lived, she took a look around and decided to go back to sleep. It happened once to us. Let me tell you all about it."

"Now, I got to admit as bad guys go, the Duke's nephew Hunch was more a hoot than he was horrible. But still, he was a nuisance and as we were tied up at the moment, we weren't all that happy to see him."

"If I killed my nephew, would that be murder or charity?"

"[Repeated line] Uncle Dukey!"

"On Rock-A-Doodle, Goldcrest's marketing rep had some issues about the owl making a skunk pie with a baby skunk voiced by a 6 year-old child actor. The skunk got away when the The Duke's nephew, voiced by Charles Nelson Reilly crash-lands in the outdoor kitchen. The rep came at us with some sort of experience about child abuse and that most child abuse occurs in the kitchen with scalding, burning etc. He made demands for us to cut material from that sequence, again not for the rating but for some personal concerns..."

"Glen Campbell as Chanticleer"

"Toby Scott Ganger as Edmond"

"Ellen Greene as Goldie"

"Phil Harris as Patou/Narrator (final role)"

"Eddie Deezen as Snipes"

"Sandy Duncan as Peepers"

"Christopher Plummer as the Grand Duke of Owls"

"Charles Nelson Reilly as Hunch"

"Sorrell Booke as Pinky"

"Will Ryan as Stuey"

"Stan Ivar as Edmond's father"

"Christian Hoff as Scott"

"Jason Marin as Mark"

"[As he sees Spider crawling on his bedroom window] Hello there. Where did you come from? [holds out his hand for Spider to land on] You know, you probably shouldn't build your web up here in the window. Spiker and Sponge might see you, and they hate spiders. [places Spider on his chair] I will be your friend, though."

"Miriam Margoyles - Mrs. Glowworm"

"David Thewlis - Mr. Earthworm"

"Jane Leeves - Mrs. Ladybug"

"Susan Sarandon - Miss Spider"

"Simon Callow - Mr. Grasshopper"

"Richard Dreyfuss - Mr. Centipede"

"Pete Postlethwaite - Mysterious Man / Narrator"

"Paul Terry - James Henry Trotter"

"[as Spiker and Sponge are being tied up] Well, I will be...The kid was telling the truth. [determined] Get those two creeps OUT OF HERE."

"I dunno what it is! Just get us the biggest crane in New York!"

"[to Mr. Centipede, warmly] I say, old sport. Came to relieve you of your duties."

"Mr. Centipede, would you please do us the honor of navigating us out of this icebox."

"[to Mr. Centipede] You incompetent, blithering nitwit!"

"[repeated line] Fascinating, isn't it."

"[when New Yorkers ask to eat the peach; to James] It won't keep forever."

"[after Miss Spider tells James that no one will be eating him] Naw, she will just puncture your head and suck out the brains."

"No, it couldn't be."

"Kid, you are stuck with us for life."

"[as Mr. Grasshopper relieves him of his post] I said I steer the peach...have steer the peach. Can't quit...now. [sleepily; after Grasshopper puts him in a chair and covers him with a blanket] Thanks...Mr. Grasshopper..."

"[as he tries to steer the peach; Yawns] Oh, boy, what I would have to do for a cup of coffee. [grunts and groans] Cup of joe."

"[as he, Spider, and James escape Captain Jack, his pet Parrot Skeleton, and his crew of Pirate Skeletons (Viking, Eskimo, The Flying Dutchman, and Pegleg)] Hey, I got a good one for you. What don't you have skeletons play music in church. Because they got no ORGANS."

"[screams as he sees that Captain Jack is holding his suspenders] I should have worn a belt."

"[after the robotic shark is defeated] Teach you to mess with me, you overgrown sardine. I'm from Brooklyn."

"Time to go make a pest of myself."