Spooks and Surprises is the fifth season premiere.
- The Kids' WB characters are celebrating Halloween with Stacy, Harry and Billy. Mr. Conductor 2 (AB) is introduced, as well as characters from Friends Forever, The Mummy: The Animated Series, Cardcaptors, Tetris Attack, Men In Black: The Series and Phantom Investigators.
From Shining Time Station
- Mr. Conductor 1 (George Carlin)
- Mr. Conductor 2 (Alec Baldwin)
- Stacy Jones (Didi Conn)
- Harry Cupper (Leonard Jackson)
- Billy Twofeathers (Tom Jackson)
- Horace Schemer (Brian O'Conner)
- Schemee (Jonathan Shapiro)
From What's New, Scooby-Doo?
- Scooby-Doo (Frank Welker)
- Fred Jones (Frank Welker)
- Daphne Blake (Grey DeLisle)
- Shaggy Rogers (Matthew Lillard)
- Velma Dinkley (Mindy Cohn)
- Al Valentine (Yuri Lowenthal)
- James Rogers (Michael Reisz)
- Amy Lambert (Michelle Ruff)
- Mel Blake (Stephanie Morgenstern)
From Jackie Chan Adventures
- Jackie Chan (James Sie)
- Uncle Chan (Sab Shimono)
- Jade Chan (Stacie Chan)
- Viper (Susan Eisenberg)
- Tohru (Noah Nelson)
From Mucha Lucha
- Rikochet (Carlos Alazraqui)
- Buena Girl (Kimberly Brooks)
- The Flea (Candi Milo)
- Ash Ketchum (Veronica Taylor)
- Mary (Kerry Williams)
- Misty (Rachael Lillis)
- Brock (Eric Stuart)
From Xiaolin Showdown
- Omi (Tara Strong)
- Kimiko Tohomiko (Grey DeLisle)
- Raimundo Pedrosa (Tom Kenny)
- Clay Bailey (Jeff Bennett)
- Yami Yugi (Dan Green)
- Joey Wheeler (Wayne Grayson)
- Tristan Taylor (Sam Regal)
- Tea Gardner (Amy Birnbaum)
- Seto Kaiba (Eric Stuart)
- Mai Valentine (Megan Hollingshead)
From Static Shock
- Virgil Hawkins (Phil LaMarr)
- Richie Foley (Jason Marsden)
From The Dork Diaries
- Nikki Maxwell (Kelly Sheridan)
- Ruby Maxwell (Candi Milo)
- Brianna Maxwell (Grey DeLisle)
- Elizabeth Maxwell (Stephanie Morgenstern)
- Albert Mazwell (Artt Butler)
From Ozzy and Drix
- Ozzy Jones (Phil LaMarr)
- Drix Koldriliff (Jeff Bennett)
From Tom and Jerry Tales
- Tom Cat (Don Brown)
- Jerry Mouse (Samuel Vincent)
From Loonatics Unleashed
- Ace Bunny (Charlie Schlatter)
- Tech E. Coyote (Kevin Michael Richardson)
- Lexi Bunny (Jessica DiCicco)
- Danger Duck (Jason Marsden)
- Slam Tasmanian (Kevin Michael Richardson)
- Rev Runner (Rob Paulsen)
From X-Men Evolution
- Scott Summers (Kirby Morrow)
- James "Logan" Howlett (Scott McNeil)
- Rogue (Meghan Black)
- Ororo Munroe (Kristen Williamson)
- Kitty Pryde (Maggie Blue O'Hara)
- Evan Daniels (Neil Denis)
- Kurt Wagner (Brad Swaile)
- Jean Grey (Venus Terzo)
From Batman Beyond
- Terry McGinnis (Will Friedle)
- Max Gibson (Cree Summer)
- Dana Tan (Lauren Tom)
From Megaman NT Warrior
- Lan Hikari (Alex Doduk)
- Dex Ogreon (Scott McNeil)
- Maylu Sakurai (Brittney Wilson)
- Yai Ayano (Jocelyne Loewen)
- Eugene Chaud (Scott Perrie)
From Friends Forever
- Felicia McCoy (Debi Derryberry)
- Helen Bridges (Stephanie Morgenstern)
- Marcus Matthews (Jeff Bennett)
- Sarah Wilkins (Kelly Sheridan)
From The Mummy: The Animated Series
- Alexander O'Connell (Chris Marquette)
- Evelyn O'Connell (Grey DeLisle)
- Richard O'Connell (John Schneider)
- Sakura Avalon (Carly McKillip)
- Meilin Rae (Nicole Oliver)
- Madison Taylor (Maggie Blue O'Hara)
- Rita Sasaki (Stevie Bloch)
- Chelsea Mihara (Jocelyne Loewen)
- Nikki Yanagisawa (Kelly Sheridan)
From Tetris Attack
- Yoshi (Andrew Sabiston)
- Lakitu (Tom Kenny)
- Bumpty (Brianne Siddall)
- Poochy (Frank Welker)
- Flying Wiggler (Stephanie Morgenstern)
- Prince Froggy (Rodger Bumpass)
- Gargantua Blargg (Danny Cooksey)
- Lunge Fish (Carlos Alazraqui)
- Raphael The Raven (Phil LaMarr)
From Men In Black: The Series
- Agent Jay (Keith Diamond)
- Agent Kay (Gregg Berger)
From Phantom Investigators
- Daemona Prune (Courtney Vineys)
- Kira O'Neil Amber Ross)
- Casey Matthews (Andrew Decker)
- Jericho Anderson (Alecsander Kocev)
Also from Pokemon
- Jessie (Rachael Lillis)
- James (Eric Stuart)
- Meowth (Maddie Blaustein)
- Wobbuffet (Kayzie Rogers)
- Haunted Henry
- Duncan Gets Spooked
- Grim Grinning Ghosts
Thomas Song in the Anything Tunnel
- Night Train
- This is the first season to introduce Mr. Conductor 2.
- This is the second Halloween special (the first was Scare Dares).
- Kimiko wears her Treasure of The Blind Swordsman outfit.
- Virgil and Richie are dressed as Static and Gear.
- Rita's Ashley Morrison outfit is composed of: a black short sleeved shirt, white shorts, beige pantyhose and gray flats.
- The Ghost Is Here plays in the end credits.
- (We open this episode with the Britt Allcroft Presents logo)
- (We are then followed by the Shining Time Station theme song)
- 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.
- (We then see the Kids' WB characters in fancy costumes)
- Ash: All right.
- Raimundo: There's a Halloween party for everyone.
- Mel: You were sure new here.
- Felicia: I see.
- Nikki: Stacy welcomed you to Shining Time Station.
- Shaggy: Like, this party is a sensational hit.
- Stacy: I'm glad everyone's in shape.
- Harry: Yes indeed.
- Billy: Here comes Mr. Conductor 1.
- (Mr. Conductor 1 appears with Mr. Conductor 2)
- Mr. Conductor 1: I like you guys to meet my friend Mr. Conductor 2.
- Mr. Conductor 2: It's been a pleasure.
- Evy: Why hello there.
- Rick: Good to see you.
- Rita: Look at my pretty outfit. It's so cute, i can pretend that i was a pantyhose princess.
- Yanagisawa: I hear that ghosts live on Sodor.
- Mr. Conductor 1: Indeed they do.
- Rikochet: Halloween is always on the go.
- Flea: The Flea likes it.
- Virgil: This party will be a shock to the system.
- Richie: Do you remember Henry?
- Mr. Conductor 2: Yes, Richie. He got scared of ghosts. 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: