Many of the original voices return, including Elijah Wood as dance happy Mumbles, and Robin Williams in the dual roles of leader of the pack Lovelace and romantic Ramon.
This time around, director George Miller did something that's rare for most animated films. Rather than record voices individually, Miller invited the actors to his native Australia to record as a group.
"We recorded in a giant recording studio ... normally used for orchestras. It's a huge room, and we all were in a big circle everyday working with each other, reacting to each other, it was wonderful," Wood said.
Williams said it was a lot easier because they were all together.
"You still work just as hard, but it makes it more fun," Williams said.
Other voice talent for the film includes Hank Azaria and Alecia Moore, better known as Pink. She replaces the late Brittany Murphy.
Brad Pitt and Matt Damon also lend their voices, sparring as Will and Bill the Krill, two tiny crustaceans looking for their first undersea adventure.