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First, they approach Fred Bedderhead (voiced by [[Brad Garrett]]), the harmonica and electric bass player. Fred is working as a security guard on the set of [[Krystal Harris|Krystal]]'s latest music video and agrees to return for the concert. Henry needs promotion and Beary suggests the group's former promoter Rip Holland ([[Alex Rocco]]) whom Henry claimed had "stolen" the Country Bears from him. Henry calls up Rip who gladly agrees to promote the show. After the call, it is shown that Rip was in an office display of a store as he is told to leave. Fred brings up a talent show history where they defeated an armpit musician named Benny Boggswaggle (Michael Lawrence Morgan) in a talent competition which caused Benny to hit Zeb on the head with a chair. Meanwhile, Big Al is approached by Reed who learns about the Country Bears' plan and about Rip Holland promoting the show. When Big Al realizes that he is talking to Reed Thimple, he has Reed look in one direction. By the time Reed looks back, Big Al is on the steps of Country Bear Hall stating "I'm chubby, but I'm quick." Reed then moves on to his next plan.
Next, they approach Zeb Zoober (voiced by [[Stephen Root]]), the group's fiddler. Zeb has spent all his years drinking honey at the
Then, they approach Tennessee O'Neal (voiced by [[Toby Huss]]), the one-string guitar player, who is reluctant because he wants nothing more than to make up with his ex-girlfriend Trixie St. Claire, the band's keyboard player. At a restaurant, the Country Bears meet a [[Waiting staff|waitress]] ([[Jennifer Paige]]) who is working to become a singer as she sings her upbeat version of "Kick It Into Gear." Afterwards, a news bulletin is seen on television as a TV reporter ([[Paul Rugg]]) does a story where the Country Bears and Roadie have "kidnapped" Beary. After being chased by Officer Cheets and Officer Hamm through a car wash, the Country Bears stop at a motel where Beary learns that Trixie St. Claire (voiced by [[Candy Ford]]) is performing at the motel's bar. Beary comes up with a successful plan which reunites Tennessee and Trixie.
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* [[John Hiatt]] as Himself
* [[Elton John]] as Himself, he is mistaken as Ted's [[Gardening|gardener]] by the other Country Bears and is later revealed to be Ted Bedderhead's temporary roommate who rents the room over his garage to Ted.
* [[Queen Latifah]] as Herself, she also plays a woman called "Cha Cha" who is the manager of
* [[Willie Nelson]] as Himself
* [[Bonnie Raitt]] as Herself
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* [[Michelan Sisti]] as Ted Bedderhead (puppeteer)
* [[Allan Trautman]] as Fred Bedderhead (puppeteer)
Some of the puppeteers made cameos in the movie:
* Julianne Buescher, Jody St. Michael, and Terri Hardin were seen at the Swarming Hive Honey Bar where Julianne played a waitress and Jody St. Michael was seen as a patron with a tattoo of Tennessee O'Neal on his arm (which was painted by Julianne Buescher).
* Brian La Rosa and his wife Bess were seen as patrons at the hotel bar where Trixie St. Claire was performing.
==Filming==
It was filmed in [[Franklin, Tennessee]] as well as various locations in California.<ref>[http://www.imdb.com/title/tt0276033/locations]</ref> The animatronic bears used in the film are provided by [[Jim Henson's Creature Shop]].
==Musical numbers==
The original music was composed by Christopher Young, and the songs were written by Brian Setzer, John Hiatt, Jimmy Tittle, Krystal Harris and Bela Fleck<ref>[http://www.imdb.com/title/tt0276033/soundtrack Soundtrack] imdb.com, accessed July 12, 2009</ref>.
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