With the help of the Master Wolf, Baa Baa makes a daring breakout from the Muttonville State Pen. In order to thank the Master Wolf, Baa Baa sets up his wool racket. and proceeds to rob the fleece right off the backs of the sheepizens of Muttonville.
| Actor | Role |
|---|---|
 Robert StackLt. Littleboy (voice) | Lt. Littleboy (voice) |
 Shelley LongDame (voice) | Dame (voice) |
 Terrence ScammellBaa Baa (voice) | Baa Baa (voice) |
 Aron TagerMaster Wolf (voice) | Master Wolf (voice) |
| NNeil SheeThe Chief (voice) | The Chief (voice) |
| GGary Jewell(voice) | (voice) |
 Michael Rudder(voice) | (voice) |
| LLiz MacRae(voice) | (voice) |
| RRichard Dumont(voice) | (voice) |