Hildy casts a sleeping spell that puts everyone in Jollywood in a deep sleep except for Sleepy and Sir Yipsalot, who are the only ones left to save the town from an eternal sleep. Sleepy must travel up a mountain and shout the magic words to wake all of Jollywood up.
- Bill Farmer as Doc and Sir Yipsalot
- Dee Bradley Baker as Dopey
- Billy West as Bashful
- Maurice LaMarche as Grumpy
- Scott Menville as Sneezy
- Stephen Stanton as Sleepy
- Kevin Michael Richardson as Happy
- Leigh-Allyn Baker as Queen Delightful and Snazzy Shazam
- Paul Rugg as Lord Starchbottom
- Kelly Osbourne as Hildy Gloom
- Jess Harnell as Grim Gloom
- This is the first episode that is centered around Sleepy.
- The only reason why Sir Yipsalot was never effected by the sleeping spell because he got too jumpy and too impatient.