Spooks and Surprises is the first episode of the fifth season of Shining Time Station. It aired on Playhouse Disney on November 16, 1998.


  • This Halloween themed episode features characters from Cardcaptors, Sailor Moon, Courage The Cowardly Dog, Ed, Edd N Eddy, Pokemon, Sabrina: The Animated Series, Hoop-a-Joop, Jeff and Taylor, Jackie Chan Adventures, Mucha Lucha, Static Shock, Xiaolin Showdown, What's New, Scooby-Doo?, The Mummy, Yu-Gi-Oh! and Megaman NT Warrior. One night, they are celebrating Halloween with Stacy, Harry and Billy. Mr. Conductor 1 drops by and introduces the gang to Mr. Conductor 2 (portrayed by Alec Baldwin). Both Scooby and Shaggy greet him, but however, Schemer, Schemee and Team Rocket attempt to ruin Halloween, but they are thrown out. After that, Our Heroes welcome Mr. Conductor 2 to the pack.


From Shining Time Station

  1. Mr. Conductor 1 (George Carlin)
  2. Mr. Conductor 2 (Alec Baldwin)
  3. Stacy Jones (Didi Conn)
  4. Harry Cupper (Leonard Jackson)
  5. Billy Twofeathers (Tom Jackson)
  6. Horace Schemer (Brian O'Conner)
  7. Schemee (Jonathan Shapiro)

From Cardcaptors

  1. Sakura Avalon (Carly McKillip)
  2. Meilin Rae (Nicole Oliver)
  3. Madison Taylor (Maggie Blue O'Hara)
  4. Rita Sasaki (Stevie Bloch)
  5. Chelsea Mihara (Jocelyne Loewen)
  6. Nikki Yanagisawa (Kelly Sheridan)

From Sailor Moon

  1. Serena Tsukino (Terri Hawkes)
  2. Mina Aino (Stephanie Morgenstern)
  3. Raye Hino (Katie Griffin)
  4. Lita Kino (Susan Roman)
  5. Amy Mizuno (Karen Bernstein)

From Courage The Cowardly Dog

  1. Courage (Marty Grabstein)
  2. Muriel Bagge (Thea White)
  3. Eustace Bagge (Arthur Anderson)

From Ed, Edd N Eddy

  1. Eddy (Tony Sampson)
  2. Ed (Matt Hill)
  3. Double D (Samuel Vincent)

From Pokemon

  1. Ash Ketchum (Veronica Taylor)
  2. Mary (Kerry Williams)
  3. Misty (Rachael Lillis)
  4. Brock (Eric Stuart)
  5. Jessie (Rachael Lillis)
  6. James (Eric Stuart)
  7. Meowth (Maddie Blaustein)
  8. Wobbuffet (Kayzie Rogers)

From Sabrina: The Animated Series

  1. Sabrina Spellman (Emily Hart)
  2. Hilda Spellman (Melissa Joan Hart)
  3. Zelda Spellman (Melissa Joan Hart)

From Hoop-a-Joop

  1. Al Valentine (Yuri Lowenthal)
  2. James Rogers (Michael Reisz)
  3. Amy Lambert (Michelle Ruff)
  4. Mel Blake (Stephanie Morgenstern)

From Jeff and Taylor

  1. Jeff Jefferson (Jim Cummings)
  2. Taylor Tanner (Tom Kenny)

From Jackie Chan Adventures

  1. Jackie Chan (James Sie)
  2. Uncle Chan (Sab Shimono)
  3. Jade Chan (Stacie Chan)
  4. Viper (Susan Eisenberg)
  5. Tohru (Noah Nelson)

From Mucha Lucha

  1. Rikochet (Carlos Alazraqui)
  2. Buena Girl (Kimberly Brooks)
  3. The Flea (Candi Milo)

From Static Shock

  1. Virgil Hawkins (Phil LaMarr)
  2. Richie Foley (Jason Marsden)

From Xiaolin Showdown

  1. Omi (Tara Strong)
  2. Kimiko Tohomiko (Grey DeLisle)
  3. Raimundo Pedrosa (Tom Kenny)
  4. Clay Bailey (Jeff Bennett)

From What's New, Scooby-Doo?

  1. Scooby-Doo (Frank Welker)
  2. Fred Jones (Frank Welker)
  3. Daphne Blake (Grey DeLisle)
  4. Shaggy Rogers (Matthew Lillard)
  5. Velma Dinkley (Mindy Cohn)

From The Mummy

  1. Alex O'Connell (Chris Marquette)
  2. Evy O'Connell (Grey DeLisle)
  3. Rick O'Connell (John Schneider)

From Yu-Gi-Oh!

  1. Yami Yugi (Dan Green)
  2. Joey Wheeler (Wayne Grayson)
  3. Tristan Taylor (Sam Regal)
  4. Tea Gardner (Amy Birnbaum)
  5. Seto Kaiba (Eric Stuart)
  6. Mai Valentine (Megan Hollingshead)

From Megaman NT Warrior

  1. Lan Hikari (Alex Doduk)
  2. Dex Ogreon (Scott McNeil)
  3. Maylu Sakurai (Brittney Wilson)
  4. Yai Ayano (Jocelyne Loewen)
  5. Eugene Chaud (Scott Perrie)

Thomas Stories

  1. Haunted Henry
  2. Duncan Gets Spooked

Jukebox Band

  1. It's Halloween Night Tonight

Thomas Song

  1. Night Train


  • This is a Halloween themed episode since Scare Dares.
  • The Conductors, Stacy, Harry, Billy, Schemer and Schemee are dressed as Wizards, Anastasia, Zorro, Indian Chief, Disco Dancer and T.J. Detweiller.
  • The Cardcaptor Girls are dressed as Baby Bonnie Hood, Julie, Sharpay Evans, Ashley Morrison, Kathy and Momoko.
  • The Sailor Scouts are dressed in their Sailor outfits.
  • The Bagges are dressed as The Flintstones.
  • The Ed Boys are dressed as Elvis Presley, Lothar The Viking and Superboy.
  • Our Heroes and Team Rocket are dressed as Ryu, Roll, Supergirl, Sean Matsuda and Team Vanessa.
  • The Spellmans are dressed as Ally Williams, Wonder Woman and Scarlet Witch.
  • The Hoop Kids are dressed as Robin Hood, Taran, Kimi Finster and Sam Simpson.
  • Jeff and Taylor are dressed as The Kratt Brothers.
  • The J-Team are dressed as Bruce Lee, Master Roshi, Wasp, Angel Rosewater and Big Bear.
  • The Mascaritas are dressed as Billy Lee, Marian Kelly and Jimmy Lee.
  • Virgil and Richie are dressed as Static and Gear.
  • Since Kimiko is wearing her Treasure of The Blind Swordsman outfit, Omi, Raimundo and Clay are dressed as Shark Boy, Captain Commando and Lucky Luke.
  • Mystery Inc are dressed as Underdog, Ukyo Tachibana, Charlotte Colde, Robin and Starfire.
  • The O'Connells are dressed as The Jetsons.
  • The Duelists are dressed as Hayato Kanzaki, Jin Saotome, Kyo Kusanagi, Yoko, Johnny Cage and Li Mei.
  • The NT Warriors are dressed as Pit, Michael Jackson, Claire Redfield, Paula and Solid Snake.
  • It is revealed that Halloween falls on October 31.
  • Mr. Conductor 2 debuts.
  • Rita's Ashley Morrison outfit is from TightsObsession.


  • (The episode opens with the show's theme song playing)
  • Man: Reach for the steam, reach for the whistle, going the railing road. Reach for the words, reach for the story, follow the rainbow sun. To a Shining Time Station, where dreams can come true, waiting there for you.
  • (The episode then opens with the Kids' WB characters celebrating Halloween one night)
  • Ash: All right, guys.
  • Brock: It's the year of Halloween.
  • Ed: We can get tricks and treats.
  • Double D: And music.
  • Serena: We've been true Sailors.
  • Mina: Blonde ones.
  • Meilin: We knew about our Barney outfits and our white pantyhose.
  • Chelsea: You in a Gone Fishing, me in a Classical Cleanup.
  • Virgil: It's a shock to the system i told you.
  • Richie: Oh yeah, baby.
  • Amy: Being Kimi and Sam can make us adorable.
  • Mel: You in a Bad Aptitude, me in an Evil Boyfriend.
  • Joey: This Halloween, we're bringing it on.
  • Tristan: That's right.
  • Rita: These tan pantyhose are under my white shorts, and they look cute.
  • Nikki: Since you're in gray flats, i'm barefoot with no shoes on.
  • Stacy: This is gonna be the best Halloween ever.
  • Harry: You said it.
  • Billy: Look, Mr. Conductor 1 has brought a new visitor.
  • (Mr. Conductor 1 appears, with a new visitor)
  • Mr. Conductor 1: Guys, i'd like you to introduce to Mr. Conductor 2.
  • Mr. Conductor 2: It's a pleasure to meet you.
  • Scooby: Row, Mr. Conductor 2.
  • Shaggy: Like, it's been a long time.
  • Rikochet: We've been having good parties.
  • Flea: The Flea will know about that.
  • Sakura: Since you're new to Shining Time Station, you're here for Halloween.
  • Madison: Do you know about ghosts?
  • Mr. Conductor 2: They do, Madison. It happened to Henry when he got ghost phobia. Let me explain.
  • (Mr. Conductor 2 blows his whistle and Haunted Henry starts)
  • Mr. Conductor 2: It was a moonlit night. Henry was taking a goods train to the station by the lake.
  • (Owl hoots)
  • Edward: Whenever that owl hoots, a mist rolls in.
  • Mr. Conductor 2: Murmured Edward.
  • Edward: There's a legend that when the mist is about, there's a ghost about too. Take care on the old line, Henry.
  • Henry: Stupid bird!
  • Mr. Conductor 2: Said Henry.
  • Henry: Owls, mists, ghosts. Edward's going soft to the boiler. There's no mist.
  • Mr. Conductor 2: But Henry was wrong.
  • Henry: What's that?
  • Mr. Conductor 2: Cried Henry.
  • Henry's Driver: It's an amber lamp.
  • Mr. Conductor 2: Murmured his driver.
  • Henry's Driver: That means proceed with caution. Who's there?
  • Mr. Conductor 2: No one replied. Henry crepted slowly forward. He stopped by a tree. It had a sign nailed to it: Beware of The Viaduct. The driver was surprised.
  • Henry's Driver: No one warned us about that before and look, the signal's red and the gates are closed. A-a-and there's a fogman's coat. But where is his owner?
  • Mr. Conductor 2: Then, they saw a light move within a station building.
  • Henry: G-g-g-g-ghosts!
  • Mr. Conductor 2: Exclaimed Henry.
  • Henry: Edward was right.
  • Henry's Driver: Something very strange is happening.
  • Mr. Conductor 2: Said his driver.
  • Henry's Driver: I think it's best we go back.
  • Henry: So do i!
  • Mr. Conductor 2: Agreed Henry. By morning, the mist had cleared. A workman was talking about the unsafe viaduct.
  • Workman: Lucky you didn't cross it last night.
  • Henry's Driver: Yes, but we don't know who warned us?
  • Mr. Conductor 2: Replied Henry's driver. Later that day, he spoke to Henry.
  • Henry's Driver: The viaduct has been repaired. We can take our train back along the old line tonight.
  • Mr. Conductor 2: Henry really didn't want to. But when nightfall came, he was sizzling nicely. Suddenly, an owl hooted and then Gordon thundered by.
  • Freight Car: Oh look. Henry's spooked.
  • Mr. Conductor 2: Said a freight car.
  • (Cars giggling)
  • Henry: Be quiet!
  • Mr. Conductor 2: Snapped Henry.
  • Henry: I'm not scared.
  • Mr. Conductor 2: But he was. A little later, the fog came down. As they approached the same area, they saw the amber light again.
  • Henry's Driver: Here we go.
  • Mr. Conductor 2: Said Henry's driver. Then, unknown to Henry, the gates mysteriously closed by themselves and the signal went red. The freight cars had seen everything and they were spooked.
  • Freight Cars: Faster, faster. There's a ghost about.
  • Henry: Stop, stop!
  • Mr. Conductor 2: Yelled Henry. A mysterious figure watched Henry go by. Ahead was a landslide blocking the line. Henry braked hard but the freight cars hit some of the rubble and plunged into the ravine.
  • (The cars fall down and crashed towards the ground with a loud Kuh-Thud)
  • Mr. Conductor 2: Just then, Henry's driver saw a strange sight coming towards them.
  • Henry's Driver: What's that?
  • Mr. Conductor 2: He said. The fireman laughed.
  • Henry's Fireman: That's our ghost. It's Old Bailey the Fogman.
  • Mr. Conductor 2: Old Bailey was very cross.
  • Old Bailey: I tired to warn you about the viaduct. Why didn't ye pay attention?
  • Henry's Driver: We're sorry.
  • Mr. Conductor 2: Replied the driver.
  • Henry's Driver: Is there anything we can do to thank you?
  • Old Bailey: I like to operate that old station. If you let me, i promise i wont spook Henry again.
  • Mr. Conductor 2: And in a little while, Old Bailey's wish was granted.
  • Sir Topham Hatt: You and your station will be really useful.
  • Mr. Conductor 2: Said Sir Topham Hatt.
  • Sir Topham Hatt: Let's hear a hearty thank you to the friendliest, eh, ghost on the island.
  • Mr. Conductor 2: Everyone cheered. Especially Henry, who was the happiest of all.
  • (Haunted Henry ends)
  • Mr. Conductor 2: So you see, Henry had become quite brave.
  • Kimiko: Ah see, he's been a wildly green sidewinder.
  • Buena Girl: You'd be leaving right?
  • The Conductors: Right.
  • (The Conductors disappear)
  • Rita: (wiggling her nyloned toes) Pretty, pretty, pretty.
  • Anika: You loved your nylons, sis.
  • Jeff: It seems that Rita's obsessed with pantyhose.
  • Taylor: Absolutely.
  • (Inside the Jukebox)
  • Tito: I'll be singing It's Halloween Night Tonight.
  • Didi: You are.
  • Tex: Ye know what Tito says?
  • Rex: It's the year of Halloween.
  • Grace: Let's hit it, guys.
  • (Tito performs It's Halloween Night Tonight, with the rest doing the instruments)
  • Tito: I feel that chill in the air. The leaves are falling everywhere. Fall is the time of year that brings Apples and pumpkins and Hallowe'en. Let's make this the happiest Halloween. Treats and games and make-believe. We'll have some fun when the moon shines bright. It's Halloween night tonight. Play some games, have lots of fun. A special day and it's just begun. Pick out a pumpkin with my friends. The Halloween fun just never ends. Let's make this the happiest Halloween. Treats and games and make-believe. We'll have some fun when the moon shines bright. It's Halloween night tonight. We'll dress up and pretend to be A cowboy, a doctor or a bumblebee. I'm a beautiful princess as you can see. I'm honored to meet you, your majesty. Let's make this the happiest Halloween. Treats and games and make-believe. We'll have some fun when the moon shines bright. It's Halloween night tonight. We'll have some fun when the moon shines bright. It's Halloween night tonight.
  • (It's Halloween Night Tonight ends)
  • (Back with Schemer, Schemee and Team Rocket)
  • Schemer: Halloween is the best.
  • Schemee: Yes.
  • Jessie: We can be cool.
  • James: And we'd say it's our job for candy.
  • Meowth: We'll be super famous.
  • Wobbuffet: Wobbuffet.
  • (We find Mr. Conductor 2 with Eddy and Al)
  • Eddy: Night Train is the very first Thomas song.
  • Al: Can you guide us to the Anything Tunnel?
  • Mr. Conductor 2: Sure i will.
  • (We zoom to The Anything Tunnel and Night Train starts)
  • Children: (singing) See how the night sky glows, See the light from the night train, The fire glow from the night train. On down the line he blows... Woooooo-oooooo!!! On down the line he blows. All through the night he goes. Hear the sound of the night train, The chugga-chug-chugg of the night train. Hear how his whistle blows... Woooooo-oooooo!!! Hear how his whistle blows. Pulling, heaving, big engine breathing. Pistons pushing side by side. Driver checking, gauging, peering, Fireman stoking by his side. On down the line they go. Fast track for the mail train, Clear away for the post train. Non-stop all night they go... Woooooo-oooooo!!! Non-stop all night they go. See how the night sky glows. Clear ahead for the night train, Green light for the night train. On down the track he blows... Woooooo-oooooo!!! On down the track he blows. Dawn is breaking, sleepy town waking. Children waving, watch him go. Freight trains, milk trains, Boat trains waiting, Stand aside to let him go. There in the morning glow The sunlight on the night train, Silhouettes the night train. On down the line he blows... Woooooo-oooooo!!! There in the morning glow. On down the line he blows Hear the sound of the night train, The chugga-chug-chugg of the night train. Hear how his whistle blows... Woooooo-oooooo!!! Hear how his whistle blows. On down the line he blows, On down the line he blows.
  • (Night Train ends)
  • Mr. Conductor 2: So that's why an engine could transfer a night train.
  • Misty: Wow, that's interesting.
  • Brock: I'd love to flirt with girls.
  • Mr. Conductor 1: Now take it easy, Brock. Girls only exist in fantasies.
  • Yugi: But there isn't another Thomas Story.
  • Kaiba: You know about Duncan right?
  • Mr. Conductor 2: Sure, Kaiba. He had a frightening adventure. Let me explain.
  • (Mr. Conductor 2 blows his whistle and Duncan Gets Spooked starts)
  • Mr. Conductor 2: The little engines were busy clearing their railroad of leaves and broken branches. Peter Sam and Rusty often work together. One day, Rusty helped Peter Sam to a water tower. Peter Sam felt much better after his long drink, but the freight cars were bored.
  • Freight Cars: Let's break away.
  • Mr. Conductor 2: Their loads were heavy and the coupling old. One snapped.
  • Freight Cars: Faster, faster!
  • Mr. Conductor 2: Shouted the freight cars. A sign read: Slow Steep Bends and Ravine Ahead. But the silly freight cars never saw it. Then, it was too late.
  • (The freight cars fall down into the ravine)
  • Mr. Conductor 2: Peter Sam arrived at the scene of the disaster. His driver sighed.
  • Peter Sam's Driver: This was our fault. We didn't secure them properly. We'll have to get help to pull them out. Sir Topham Hatt will be very annoyed.
  • Mr. Conductor 2: And he was.
  • Sir Topham Hatt: You will work in the yard until i can trust you again.
  • Mr. Conductor 2: Duncan was delighted with Peter Sam's dilemma.
  • Duncan: Fancy not securing your freight cars on a hill. They'll come back to spook you and your special funnel. Whoooo!
  • Rusty: And who's to say you're not afraid of ghosts!
  • Mr. Conductor 2: Snapped Rusty.
  • Duncan: Ghosts!? Things that go bump in the night, Rubbish!
  • Rusty: Well i'll tell you a story that will make your funnel quiver.
  • Mr. Conductor 2: Rusty said.
  • Rusty: A long time ago, a little engine was returning home. It was a misty moonlight night. Suddenly, the engine lost control and plunged over the side into the swamps below. He was never found again. But many of workmen will tell you that when the moon is full, They had seen the little engine trying to get home. But he never reached the other side. So what did you think of that, Duncan?
  • Duncan: Rubbish!
  • Mr. Conductor 2: Replied Duncan.
  • Rusty: Never mind him, Peter Sam. He'd be frightened if he really saw a ghost.
  • Mr. Conductor 2: This gave Peter Sam's driver an idea.
  • Peter Sam's Driver: Let's play a trick on Duncan.
  • Mr. Conductor 2: The next day he spoke to Duncan's driver and fireman who agreed.
  • Duncan's Driver: We'll do it, tonight.
  • Mr. Conductor 2: Duncan had to take coal cars to the slate mine and then bring cars back. Duncan's driver decided as part of a plan to cross the old iron bridge.
  • Duncan: Haunted bridge, rubbish!
  • Mr. Conductor 2: Snorted Duncan.
  • Duncan: It's as tame as a pet rabbit's.
  • Mr. Conductor 2: But all the same, he kept thinking about Rusty's story. When dusk fell, he was keen to leave.
  • Duncan: If we don't go now, Skarloey will take my favorite place in the shed.
  • Duncan's Driver: We have to collect our cars first.
  • Mr. Conductor 2: His driver replied. He could see the plan was working because Duncan was nervous. When night fell, they set off. The mist were rising around the old iron bridge. Duncan whistled and the sound echoed everywhere. Then, ahead, he saw flickering lights. His driver knew they were only insects that shine brightly at night, but to Duncan they look like an engine. Next, his driver secretly threw a rock from the cab into the ravine below.
  • Duncan: It's the ghost! Take me back! Take me back, please!
  • Mr. Conductor 2: When Duncan reached the safety of his shed, he closed his eyes tightly.
  • Duncan's Driver: Spooked are you, Duncan?
  • Mr. Conductor 2: Laughed his driver.
  • Duncan: No! I'm asleep!
  • Mr. Conductor 2: And Duncan refused to open his eyes. He did though when he thought his driver wasn't looking just to make sure that he was still there.
  • (Duncan Gets Spooked ends)
  • Mr. Conductor 2: So that's how Duncan's a scaredy cat.
  • Jeff: Whoa, that's worse.
  • Taylor: You'd be leaving right?
  • The Conductors: Right.
  • (The Conductors disappear)
  • Ash: Well, Halloween's a success.
  • Mel: Oh, Ashy Boy.
  • Ash: Huh?
  • (Mel has removed her shoes and is showing Ash her feet covered in pink pantyhose)
  • Ash: Gah!
  • Mel: Come and have some footsie with me, please.
  • Ash: No, i won't.
  • (Mel presses her pantyhosed feet to Ash's bare feet and starts wiggling them with her toes)
  • Ash: FOOTSIE! YAAAAAAAAAAAAAAAAAAAA!!!!!!!!!!!!!!!!!!!!!!!
  • Mary: Big brother!
  • Nikki: Stop it!
  • Jackie: She'll never know.
  • Uncle: Uncle's in a worse day.
  • (The Conductors reappear)
  • Mr. Conductor 1: Welcome to the pack, Mr. Conductor 2.
  • Mr. Conductor 2: Thank you, Mr. Conductor 1.
  • (The Conductors shake hands as the episode ends)
  • (We then find the end credits with the train from the intro puffing)
  • (While they roll, The Ghost Is Here plays)
  • Chorus: Another scary night (chi-ka) Another spooky fright (chi-ka) And you just might be in danger Oh the ghost is here And it's always a fake The ghost is here There's no reason to shake The ghost is here Oh give us a break It's fake Another ghoul attack (chi-ka) She's breathing down our back (chi-ka) So we're making tracks for the exit Oh the ghost is here It's a crook in a suit The ghost is here He's protecting some loot The ghost is here Oh give him the boot He's fake It doesn't matter where we go We know A ghost is gonna show and so We look for the bogus We look for the scam And every time the ghost is a sham We see an eerie light And if the mood is right Then you just might sight a monster Oh the ghost is here It's our frightening task To face our fears And the creep in the mask So the ghost is here There's no reason to ask He's fake Oh the ghost is here It's a crook in a suit The ghost is here He's protecting some loot The ghost is here Oh give him the boot He's fake We see an eerie light And if the mood is right Then you just might sight a monster Oh the ghost is here It's our frightening task To face our fears And the creep in the mask So the ghost is here There's no reason to ask He's fake!

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