Mary Wickes credited as playing...
Freckles
- Princess: Just look, Queenie. Have you ever seen so many puppies?
- Queenie: Aren't they adorable!
- Duchess: Perfectly darling.
- Princess: The poor, little dears. They're completely worn out and half frozen!
- [Pongo puts Lucky down by Perdita's feet]
- Perdita: They all here, Pongo?
- Pongo: Yes, dear. All 99 accounted for.
- Queenie: The famous Pongos. We were so worried about you.
- Collie: Been trying to reach you for hours. Afraid you'd been captured.
- Queenie: How did you make it all this way? And in such dreadful weather?
- Duchess: And with all those little ones.
- Rolly: I'm hungry, Mother. I'm hungry.
- Cadpig: I'm hungry, too.
- Freckles: Mother, we're hungry.
- Puppies: [chattering] We're all hungry.
- Perdita: I'm sorry, children.
- [Countess whispers something into Princess' ear]
- Princess: Do they like warm milk? It's fresh.
- Perdita: Oh.
- Rolly: Where, mother? Where is it?
- Freckles: Where is the milk?
- Queenie: [tenderly] Come and get it, kids. It's on the house.
- Perdita: This way, children. Around this way.
- [Perdita leads the kids behind the dairy cows to let the kids feed on their mill]
- Perdita: Now, don't crowd. You'll have to take turns.
- [Rolly tries pushing through his siblings to suck on one of the cows' udders]
- Perdita: Rolly, wait your turn, dear.
- [Rolly gets on a stool to reach the udder but trips over]
- Duchess: Don't worry, kids. There's plenty for all."
- [She feels her udder being touched by one of the puppies]
- Duchess: "Ooh! The little darlings.
- [while the puppies feed on the cows' milk, Pongo sits aside as the Collie brings him a discarded sandwich]
- Collie: Pongo, a few scraps I saved for you and the missus.
- Pongo: Oh, thank you.
- Collie: It's not much, but it might hold you as far as Dinsford.
- Pongo: Huh? Dinsford?
- Collie: Yes, there's a Labrador there. His pet is a grocer.
- Pongo: [yawning] "Oh, I... I'm terribly sorry.
- Collie: Oh, quite all right. Quite all right. Now, get some rest and don't worry. I'll be standing watch.
- [the Collie goes outside to keep an eye out for Cruella and the Baduns. Pongo lays down to rest]