James Franco celebrates his 38th birthday at Disneyland dressed as David Bowie - See the pics!

James Franco paid tribute to David Bowie in the best possible way.

The Palo Alto actor not only spent his special day at the happiest place on earth, but he also paid homage to the late David Bowie. In full disguise, Franco was spotted walking around Disneyland sporting a bright red shoulder-length wig, matching red sunglasses, a cobalt blue blazer, and Ziggy Stardust face makeup.

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And we have to point out Franco's piano key necktie, a nod to Zoolander.

"He was there with a group of about eight people all dressed like David Bowie. They seemed to be having a great time," an eyewitness tells ET.

The crew of Bowies were seen snacking on corn dogs in true Disneyland fashion.

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Franco and his Bowie squad visited both Disneyland and California Adventure, where an eyewitness tells ET, "He laughed at the pictures getting off of a ride" in Cars Land.

Another eyewitness tells ET he spent this past Sunday at Disney's Grand Californian Hotel pool, where "he was with a Lana Del Rey lookalike."

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