Another CarltonHeroes' spoof of Walt Disney's 1953 animated feature "Peter Pan".


  • Benjamin the Elephant as Peter Pan
  • Susannah (Shirley Temple) as Wendy Darling
  • Otto as John Darling
  • Eddy Largo as Michael Darling
  • Georgette as Tinker Bell
  • Duke Igthorn as Captain Hook
  • Toadwart as Mr. Smee
  • Louis as Tick-Tock the Crocodile
  • The Lost Boys Played By: Hathi Jr., Baby Jumbo, Pom, Alexander, Badou and Dumbo
  • Mrs. Jumbo as Tiger Lily
  • Colonel Hathi as The Indian Chief
  • Perdita as Nana
  • Fa Li as
  • Fa Zhou as
  • The Pirates Played By:
  1. Orgres (Gummi Bears)
  • Backson as Singing Pirate with accordion
  • Zanzibar's dad as The Hippopotamus
  • Monkey (Madagascar), Mother Money (Dumbo) and Curious George as The Ape Family
  • Master Thundering Rhino as The Rhinoceros
  • Leonard as The Bear
  • The Indians Played By:
  1. The Elephants (Jungle Book)
  2. Bears (Bongo)
  3. Female Elephants (Dumbo)
  • The Mermaids Played By:
  1. Twilight Sparkle
  2. Applejack
  3. Rainbow Dash
  4. Fluttershy
  5. Pinkie Pie
  6. Rarity
  • Maurgrim as Pirate with Hot Water Kettle
  • Winifred as Indian Squaw
  • Rockey and Ginger as Brave and Squaw
  • Bunty as Brave's Mother In-Law



  • Benjamin Pan part 1: Opening Titles ("The Second Star to the Right")
  • Benjamin Pan part 2: Meet the Darling Family
  • Benjamin Pan part 3: Bedtime/The Shadow
  • Benjamin Pan part 4: Benjamin Chases his Shadow/Benjamin and Susannah Meet
  • Benjamin Pan part 5: Otto and Eddy Meet Benjamin/Georgette in a Sulky Mood
  • Benjamin Pan part 6: Benjamin Teaches the Children to Fly/("You Can Fly")
  • Benjamin Pan part 7: Meet Captain Igthorn and the Male Villains/Toadwart vs. Louis
  • Benjamin Pan part 8: Captain Igthorn Attacks Benjamin and the Darling Children
  • Benjamin Pan part 9: Meet The Lost Boys/Georgette Tries to Kill Sue
  • Benjamin Pan part 10: ("Following the Leader")/Kidnapped by Elephants and Bears
  • Benjamin Pan part 11: Benjamin and Susannah Meet the Mermaids/Captain Igthorn Kidnaps Mrs. Jumbo
  • Benjamin Pan part 12: Benjamin Tricks Captain Igthorn/Benjamin Saves Mrs. Jumbo
  • Benjamin Pan part 13: Captain Igthorn's Next Plan
  • Benjamin Pan part 14: ("What Makes The Red Man Red")/Dognapped
  • Benjamin Pan part 15: Georgette Helps Captain Igthorn
  • Benjamin Pan part 16: Big Chief Benjamin/I Had A Mother Once
  • Benjamin Pan part 17: ("Your Mother and Mine")/Kidnapped by Captain Igthorn
  • Benjamin Pan part 18: ("The Elegant Captain Igthorn")/A Bomb!
  • Benjamin Pan part 19: Benjamin Cares About Georgette
  • Benjamin Pan part 20: Benjamin vs. Captain Igthorn/Captain Igthorn the Codfish
  • Benjamin Pan part 21: Home Again
  • Benjamin Pan part 22: Ending Credits
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