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Robert Downey Jr. as Mr. Willowby |
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Leslie Nielsen as Baxter |
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Stockard Channing as Miss Adelaide |
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Kevin Clash as Father Mouse (voice) |
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Julianne Buescher as Beverly Mouse (voice) |
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David Rudman as Ned Mouse (voice) |
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Steve Whitmire as Kermit the Frog / Bear / Owl (voice) |
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Bill Barretta as Bear (voice) |
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Bruce Lanoil as Bear / Owl (voice) |
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Kevin Thompson as Bear |
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Shari Weiser as Bear |
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Tracey Thompson as Bear |
| Directing | Jon Stone | Director |
| Writing | Mitchell Kriegman | Teleplay |
| Writing | Robert Barry | Book |
| Sound | Michael Silversher | Songs |
| Sound | Patricia Silversher | Songs |
| Production | Michael K. Frith | Executive Producer |
| Production | Ritamarie Peruggi | Producer |
| Camera | Tony Cutrono | Director of Photography |
| Production | Val Strazovec | Production Designer |
| Production | Pat Nugent | Associate Producer |
| Editing | Jason Bielski | Editor |
| Editing | David Gumpel | Editor |
| Editing | Mark Oberthaler | Editor |
| Production | Allison Cowitt | Casting |
| Production | Mike Fenton | Casting |
| Art | Paul J. Buckley | Art Direction |
| Art | Jeff Hall | Art Direction |
| Art | Bruce Rodgers | Art Direction |
| Costume & Make-Up | Suzanne Schwarzer | Costume Designer |
| Costume & Make-Up | Frankie Bergman | Key Hair Stylist |
| Costume & Make-Up | Kathleen Karridene | Key Makeup Artist |
| Production | Victor Bank | Production Manager |
| Art | Lance Gunnin | Construction Coordinator |
| Art | Michael Matteo | Set Dresser |
| Art | Portia Perry | Set Painter |
| Art | Tim Trimble | Sculptor |
| Sound | Ken Hahn | Sound Mixer |
| Sound | Laura King | Sound Mixer |
| Sound | Ray Palagy | Sound Editor |
| Sound | Tony Pipitone | Sound Editor |
| Camera | Anthony T. Marra II | Key Grip |
| Lighting | Antonio Soriano | Gaffer |
| Sound | David Lawrence | Music Arranger |
| Sound | David Lawrence | Music Supervisor |
| Directing | Sydney Gilner | Script Supervisor |
| Production | Nancy K. Bacon | Production Coordinator |
| Production | Carolyne F. Kelly | Production Coordinator |
| Crew | Jim Lewis | Creative Consultant |
| Production | Jennie Lupinacci | Production Coordinator |
| Crew | Allan Bragg | Stand In |
| Writing | Jim Henson | Characters |
