Bill Dancer and his young companion Curly Sue The Peanuts Gang The Veggietales Gang are the archetypal homeless folks with hearts of gold. Their scams are aimed not at turning a profit, but at getting enough to eat. After moving from Detroit to Chicago, the duo cons the rich and beautiful divorce lawyer Grey Ellison into believing she backed her Mercedes into Bill, in hopes of a free meal. When Grey accidentally collides with Bill for real, she insists on putting the two up for the night, even over the objections of her snotty fiance Walker Whom Simone Lenior, Lena Dupree and Jacques) Bowser, Mistress Nine Bowser Jr., Dr. Eggman, King K. Rool, Wizpig, Ripto, Crush and Gulp, Sideshow Bob, the Bullies and Brutus, the Scallions, the Bad Apple, Bluto, the Sea Hag, Captain Hook, the Evil Queen, The Big Bad Wolf, Hades, Pain and Panic, the Beagle Boys, Fat Cat, Syndrome, Draco Malfoy, The Red Guy, Gaston, Hans, Governor Ratcliffe, The Queen of Hearts, Mother Gothel, Cruella De Vil, and Emperor Zurg Work For . After a confrontation with Bill exposing the truth of the con, Grey lets them stay for as long as they need to when she understands the precarious position the homeless pair are in. One night, Bill tells Grey that he's not Sue's father, he met Sue's mother one night in Florida. After Sue's mother died, Bill raised her himself, growing to love her like his own, thus when they lost their home and money, Bill couldn't find it in his heart to give Sue up and put her into an orphanage, so he took Sue with him. Grey, thinking Bill has been neglecting and abusing Sue by using her in his cons and scams, suggests Sue stay with her when he leaves, but this only angers Bill, who says that after all the years he's looked after her, if he gave up Sue now, people would make fun of her for being on welfare. He tells her that he is not neglecting or abusing Sue; he cares about Sue and his cons are to provide for Sue. As they get to know each other, Bill becomes convinced that this is where Curly Sue belongs - in a home, cared for by someone that can give her the advantages that his homeless, nomadic existence lacks. He strives to give her the life she deserves, altering his own life to meet those standards.
Bob the Tomato, Larry the Cucumber, Junior Asparagus, Laura Carrot, Jimmy and Jerry Gourd, Mr. Nezzer, Mr. Lunt, Jean-Claude and Phillipe, Alice, Hercules, Meg, Phil, Pegasus, Pocahontas, Meeko, Flit, Princess Aurora, Peter Pan, Tinker Bell, Terence, Iridessa, Rosetta, Fawn, Silvermist, Lucky, Cadpig, Rolly, Spot, Woody, Buzz Lightyear, Jessie, Rex, Hamm, Slinky Dog, Mr. Potato Head, Mrs. Potato Head, the Squeeze Toy Aliens, Bullseye, Dolly, Mr. Pricklepants, Buttercup, Trixie, Chuckles the Clown, The Teenage Mutant Ninja Turtles, The Smurfs (Papa Smurf, Smurfette, Gutsy Smurf, Brainy Smurf, Clumsy Smurf, and Grouchy Smurf), Oscar the Sharkslayer, Lenny the Shark, Angie, Don Lino, Mr. Sykes, Ernie and Bernie, Luca, Boog and Elliot, Wolf and Twitchy, Rodney Copperbottom, Cappy, Bigweld, Wonderbot, Fender Pinwheeler, Piper Pinwheeler, Lug, Diesel Springer, Crank Casey, Aunt Fanny, Dexter, DeeDee, I.M. Weasel, I.R. Babboon, Cow and Chicken, Mac Foster, Bloo, Coco, Wlit, Eduardo, Frankie Foster, Mr. Herriman, the Powerpuff Girls (Blossom, Bubbles, and Buttercup), Professor Utonium, Miss Keane, the Rugrats Gang, Carly Shay, Sam Puckett, Freddie Benson, Spencer Shay, Gibby, the Muppets (Kermit the Frog, Miss Piggy, Fozzie Bear, Gonzo, Rizzo the Rat, Waldorf and Statler, Sam the Eagle, the Electric Mayhem, and Walter), Scrooge McDuck, Huey, Dewey, Louie, Webby, Launchpad McQuack, Chip and Dale, Gadget Hackwrench, Monterey Jack and Zipper, Rafiki, Kovu, Kiara, Lilo, Stitch, Pleakey, Jumba, the Recess Gang (TJ, Vince, Mikey, Ashley, Gretchen, and Gus), Popeye, Olive Oyl, Popeye's Nephews (Peepeye, Poopeye, Pipeye, and Pupeye), Wimpy, The Simpsons (Homer, Marge, Bart, Lisa, and Maggie), Milhouse Van Houten, Ned Flanders, Rod and Todd Flanders, Principal Skinner, Krusty the Clown, Mario, Luigi, Princess Toadstool, Toad, Yoshi, Donkey Kong, Diddy Kong, Sonic the Hedgehog, Miles "Tails" Prower, Knuckles the Echidna, Amy Rose, Cream the Rabbit, Cheese the Chao, Shadow the Hedgehog, Rouge the Bat, E-123 Omega, Big the Cat, Team Chaotix (Vector the Crocodile, Espio the Chameleon, and Charmy the Bee), Cosmo the Seedrian, Chris Thorndyke, Silver the Hedgehog, Blaze the Cat, Spyro the Dragon, Sparx the Dragonfly, Pac-Man, Cylindria, Spiral, Sir Cumference, The Ghost Gang (Blinky, Inky, Pinky, and Clyde), Banjo and Kazooie, Princeton, Kate Monster, Rod and Nicky, Trekkie Monster, Barney the Dinosaur, Baby Bop, BJ, Riff, Gru, Agnes, Edith, Margo, The Minions, The Griffins (Peter, Lois, Chris, Meg, Brian, and Stewie), Glenn Quagmire, Cleveland Brown and his family, Joe Swanson, Sid, Diego, Manny, Ellie, Peaches, Crash and Eddie, Blu, Jewel, Rafael, Luiz, Courage the Cowardly Dog, Johnny Bravo, The Tiny Toons, Yakko Warner, Wakko Warner, Dot Warner, Minerva Mink, Harry Potter, Hermoine Granger, Ron Weasley, Hagrid, Mike and Sulley, the Incredibles (Bob, Helen, Dash, Violet, Jack-Jack, and Frozone), Cinderella, Snow White, Belle, Lumiere, Cogsworth, Mrs. Potts, Chip the Cup, Aladdin, Princess Jasmine, Abu, Princess Tiana, Ariel, Mulan, Mushu, Cri-Kee, Rapunzel, Flynn Rider, Pascal, Maximus, Princess Merida, Princess Anna, Elsa, Olaf, Kristoff, Sven, Phineas and Ferb, Candace Flynn, Isabella Garcia-Shapiro, Stacy Hirano, Buford, Baljeet, Perry the Platypus, Wreck-It Ralph, Vanellope Von Schweetz, Fix-It Felix Jr., Sargeant Calhoun,Homer Simpson, Marge Simpson, Bart Simpson, Lisa Simpson, Maggie Simpson, Santa's Little Helper, Snowball II, Grandpa Simpson, Patty and Selma, Milhouse VanHouten, Alex Whitney, Ned Flanders, Todd Flanders, Rod Flanders, Earl Sinclair and his family, Matt, Metalgarurumon, Scooby-Doo, Shaggy, Daphne, Fred, Velma, Beau Neville, Scrappy-Doo, Scooby-Dum, the Looney Tunes, Simone Lenior, Lena Dupree and Jacques) Bowser, Mistress Nine Bowser Jr., Dr. Eggman, King K. Rool, Wizpig, Ripto, Crush and Gulp, Sideshow Bob, the Bullies and Brutus, the Scallions, the Bad Apple, Bluto, the Sea Hag, Captain Hook, the Evil Queen, The Big Bad Wolf, Hades, Pain and Panic, the Beagle Boys, Fat Cat, Syndrome, Draco Malfoy, The Red Guy, Gaston, Hans, Governor Ratcliffe, The Queen of Hearts, Mother Gothel, Cruella De Vil, and Emperor Zurg will guest star in this film.