Travis Tedford ... Spanky
Kevin Jamal Woods ... Stymie
Jordan Warkol ... Froggy
Zachary Mabry ... Porky
Ross Bagley ... Buckwheat (as Ross Elliot Bagley)
Courtland Mead ... Uh-Huh
Sam Saletta ... Butch
Blake Jeremy Collins ... Woim
Blake McIver Ewing ... Waldo
Juliette Brewer ... Mary Ann
Heather Karasek ... Jane
Brittany Ashton Holmes ... Darla
Bug Hall ... Alfalfa
Elmer ... Himself
Petey ... Himself
Mel Brooks ... Mr. Welling
Whoopi Goldberg ... Buckwheat's Mom
Daryl Hannah ... Miss Crabtree
Reba McEntire ... A.J. Ferguson
Ashley Olsen ... Twin #1
Mary-Kate Olsen ... Twin #2
Raven-Symoné ... Stymie's Girlfriend
Lea Thompson ... Ms. Roberts
Donald Trump ... Waldo's Dad
George Wendt ... Lumberyard Clerk
Dan Carton ... Alfalfa's Dad
Eric Edwards ... Spanky's Dad (as Eric 'Sparky' Edwards)
John Ashker ... Chauffeur / Race Announcer
Charles Noland ... Amish Man
John Wesley ... Amish Man
Alexandra Monroe King ... Darla's Friend
Zoe Oakes ... Darla's Friend
Michael Matzdorff ... Race Announcer
Gary Johnson ... Race Official
Joseph Ashton ... Rascal
Vincent Berry ... Rascal
Roberto Hernandez ... Rascal
David Iden ... Rascal
Kris Krause ... Rascal
Kyle Lewis ... Rascal
Miles Marsico ... Rascal (as Myles Marisco)
Andy Reassynder ... Rascal
Marcello Sanna-Pickett ... Rascal
Sean Wargo ... Rascal
Kenny Yee ... Rascal
Elizabeth Daily ... Froggy (voice) (as E.G. Daily)
Ryal Haakenson ... Man on Sidewalk (uncredited)
USC Trojan Marching Band ... (uncredited)
Katie Volding ... Uh-Huh's Girlfriend (uncredited)

The story begins with Spanky, who is the president of the "He-Man Woman Haters Club" with many school-aged boys from around the neighborhood as members. His best friend, Alfalfa, has been chosen as the driver for the club's prize-winning go-kart, called "The Blur", in the annual Soap Box Derby style race. However, when the announcement is made, Alfalfa is nowhere to be found. The boys catch Alfalfa in the company of Darla -- "a girl!" Alfalfa isn't like his friends because he's in love with Darla, and unfortunately threatens the very existence of their "boys only" club. The club's members try their hardest to break the two apart, eventually causing their beloved clubhouse to burn down. Darla is mistakenly led to believe Alfalfa feels ashamed of her, so she turns her attentions to Waldo, the new rich kid whose father is an oil tycoon.

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