Spider-Man/Peter Parker as Mickey
Black Spider-Man/Eddie Brock as Donald
Scarlet Spider/Ben Reilly as Goofy
Flint Marko as Willie
Instead of the story being told at a party, the story is told as a bedtime story to May Parker and George Reilly.
Also, the role of the harp is split in two between Mary Jane, the beautiful singing voice, and Gwen, the actual leader.
Instead of them accidentally getting to the castle because of the dragon fly, it's planned by Eddie.
Also, it's told what happens to the characters specifically, in which Mary Jane and Peter get married and have May while Ben and Gwen get married and have George.