Spooks and Surprises is the second season premiere. It aired on November 16, 1998 as a Halloween special.


  • Halloween has arrived to Shining Time Station, and Ash, Rikochet, Al, Emily, Sakura, Buster, Scooby, Felicia, Susie, Virgil, Paolo, and Daemona have been accompanied by their new friends Kara Perkins, Mindy Lee, Jackie Chan, Jodelle Kaye, Kevin Keene, Rex Salazar, Kimiko Tohomiko, Claire Lyons, Donkey Kong, Jonny Quest, Penny Crygor, and Terry McGinnis. Mr. Conductor 1 introduces Stacy, Harry and Billy to Mr. Conductor 2 (Alec Baldwin), and even Schemer and Schemee are up to their troublesome scares.


  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)
  8. J.B. King (Mart Hulswit)
  9. Ash Ketchum (Veronica Taylor)
  10. Rikochet (Carlos Alazraqui)
  11. Al Valentine (Yuri Lowenthal)
  12. Emily Anderson (Laura Bailey)
  13. Sakura Avalon (Carly McKillip)
  14. Buster Bunny (Charlie Adler)
  15. Scooby-Doo (Frank Welker)
  16. Felicia McCoy (Debi Derryberry)
  17. Susie Feeble (Stephanie Morgenstern)
  18. Virgil Hawkins (Phil LaMarr)
  19. Paolo The Cat (Ashley Johnson)
  20. Daemona Prune (Courtney Vineys)
  21. Kara Perkins (Lisa Ortiz)
  22. Mindy Lee (Bryn McAuley)
  23. Jackie Chan (James Sie)
  24. Jodelle Kaye (Janice Kawaye)
  25. Kevin Keene (Matt Hill)
  26. Rex Salazar (Daryl Sabara)
  27. Kimiko Tohomiko (Grey DeLisle)
  28. Claire Lyons (Ellen Marlow)
  29. Donkey Kong (Richard Yearwood)
  30. Jonny Quest (J.D. Roth)
  31. Penny Crygor (Kelly Sheridan)
  32. Terry McGinnis (Will Friedle)
  33. Tito Swing (Jonathan Freeman)
  34. Didi (Olga Marin)
  35. Tex (Alan Semok)
  36. Rex (Craig Marin)
  37. Grace The Bass (Kenny Miele)

Thomas Stories

  1. Haunted Henry
  2. Duncan Gets Spooked

Jukebox Band

  1. It's Halloween Night Tonight

Thomas Song in the Anything Tunnel

  1. Night Train


  • This episode marks the first of a few things.
  • The first episode to feature Mr. Conductor 2 (played by Alec Baldwin)
  • The first appearances of Kara Perkins and Mindy Lee.
  • The first ever Halloween Special since Scare Dares.
  • It is also the first ever episode to have a Halloween song.

List of Outfits

  • Ash's Ryu outfit is composed of: a white sleeveless shirt, white pants and wears no shoes.
  • Rikochet's Billy Lee outfit is composed of: a blue short sleeved shirt, blue pants and blue boots.
  • Al's Robin Hood outfit is composed of: a green suit with black long sleeves, black pants and brown boots.
  • Emily's Glitter Lucky outfit is composed of: a white sleeveless shirt, pink skirt and white boots.
  • Sakura's Baby Bonnie Hood outfit is composed of: a red and white short sleeved dress and red high heels.
  • Buster's Super Rabbit outfit is composed of: a.
  • Scooby's Underdog outfit is composed of: a.
  • Felicia's Ruby Gloom outfit is composed of: a black short sleeved dress, red and yellow striped pantyhose and black dress shoes.
  • Susie's Alice outfit is composed of: a blue and white short sleeved dress, white pantyhose and black shoes.
  • Virgil's Static outfit is composed of: a.
  • Paolo's D.B. Russell outfit is composed of: a.
  • Daemona's Maid Marian outfit is composed of: a red shirt with white long sleeves, green skirt and black shoes.
  • Kara's Shirley Fenette outfit is composed of: a pink sleeveless shirt, white skirt, opaque tan pantyhose and black high heels.
  • Mindy's Daisy Duke outfit is composed of: a red short sleeved shirt, blue shorts, tan pantyhose and wears no shoes.
  • Jackie's Liu Kang outfit is composed of: red pants, black boots and wears no shirt.
  • Jodelle's Naru Narusegawa outfit is composed of: a yellow long sleeved shirt, red skirt, black pantyhose and black high heels.
  • Kevin's Superman outfit is composed of: a.
  • Rex's Ray McDougal outfit is composed of: a white sleeveless shirt, blue pants and red and white sneakers.
  • Kimiko's Treasure of The Blind Swordsman outfit is composed of: a blue and black hat,
  • Claire's Casual Morrigan outfit is composed of: a black sleeveless tank top, black skirt, pink pantyhose and black high heels.
  • Donkey Kong's Police Uniform is composed of: a.
  • Jonny's 1966 Robin outfit is composed of: a.
  • Penny's Hinako Shijou outfit is composed of:.
  • Terry's Future Batman outfit is the same as in the series.


  • (We open this episode with the Britt Allcroft Presents logo)
  • (We are then followed by the New Adventures of 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.
  • (The episode then opens with the gang in Halloween costumes)
  • Ash: It's party time!
  • Rikochet: Yeah!
  • Al: I'm sure to be a partner.
  • Emily: Indeed.
  • Sakura: Being a riding hood can be nice.
  • Buster: I'm like Super Rabbit!
  • Scooby: Reah.
  • Felicia: I don't have to wear a red wig.
  • Susie: I'm imagining wonderland.
  • Virgil: It's a shock to the system I told ya.
  • Paolo: I'm like D.B. Russell, head of CSI.
  • Daemona: Oh, look! There's our new friends!
  • (Kara and the others arrive, also in costumes)
  • Kara and the others: Hi, everyone!
  • Ash: Blast my head! It's Mindy Lee!
  • Mindy: Hi, Ashy-Boo! Long time no see!
  • Stacy: Welcome to Shining Time Station, pride of the Indian Valley Railroad, you guys.
  • Harry: We've been expecting this visit.
  • Billy: And we mean it.
  • Kara: Man, do I look cute in that outfit!
  • (Mr. Conductor 1 appears with Mr. Conductor 2)
  • Mr. Conductor 1: Guys, I'd like you to meet Mr. Conductor 2.
  • Mr. Conductor 2: Hi there.
  • Kevin: You must be the newcomer.
  • Rex: Do you know about Halloween?
  • Mr. Conductor 1: It is where tricks and treats abound.
  • Kimiko: Woo! That's what I knew.
  • Penny: Have you remembered Henry?
  • Mr. Conductor 2: Indeed. He got into a spooky adventure. 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 it's a good thing Henry had been brave all the time.
  • Kara: I love it!
  • Mindy: You'd be leaving, right?
  • The Conductors: Yep.
  • (As the Conductors disappear, Schemer and Schemee arrive, dressed as Disco Dancers)
  • Schemer: Yo, Miss Jones!
  • Schemee: Good to see you.
  • Stacy: Schemer and Schemee, what do you want from us?
  • Schemer: We'd like a disco dance at the arcade.
  • Schemee: It'll be simple.
  • Mindy: (giggles) For my cute little kitten, I would love to dance without my proper shoes.
  • Ash: (blushing) You're embarrassing me, Mindy!
  • Rikochet: Here we go again.
  • Scooby: Roh boy.
  • (Inside the Arcade's jukebox)
  • Tito: Boo!
  • Didi: You've surprised me.
  • Tex: Halloween is the busiest time of the year!
  • Rex: And we have ta mean it!
  • Grace: Why don't we sing a Halloween song?
  • Tito: Got it. A one, a two, a one, two, three, four!
  • (Tito sings It's Halloween Night Tonight)
  • 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)
  • (The scene transits to Mindy having a big date with Ash)
  • Mindy: So, Ashy-Boo, you loved to travel with your friends, don't you?
  • Ash: Well, I...
  • Felicia: Come on, Ash! Are you in love with Mindy or not?
  • Ash: She's one of my worst fears ever! Didn't you know that?!
  • (The Conductors reappear)
  • Mr. Conductor 1: No need to yell at someone, Ash. Keep yourself calm.
  • Ash: Ah, thanks for the advice.
  • Mindy: Everything seems to be for the perfect night we ever had.
  • Mr. Conductor 2: Like the time night strolls come from the Anything Tunnel. Come on.
  • (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 you see, all the fun had just begun.
  • Al: Wow!
  • Daemona: That's cool!
  • Mr. Conductor 1: We sure are an expert of duos.
  • Felicia: You do.
  • Susie: Did Duncan get scared of ghosts?
  • Mr. Conductor 2: Of course. He got scared during the night. 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 remember, scary things can be a good thing after all.
  • Kevin: That's great.
  • Rex: You'd be leaving, right?
  • The Conductors: Yep.
  • (The Conductors disappear)
  • Ash: Well, it's all in good order.
  • Mindy: Oh, Ashy-Boo!
  • Ash: Huh?
  • (Mindy shows Ash her sassy feet covered in opaque tan pantyhose)
  • Ash: Y-You're going to give a footsie to me?!
  • Mindy: Here I go!
  • Ash: Now, wait! Stay away! I'm too scared!
  • (Too late, Mindy presses her nylon feet to Ash's feet and wiggles them with her toes)
  • Rikochet and Kevin: Ash!
  • Kara: Mindy, stop it!
  • (But Mindy just laughs with joy)
  • Kimiko: Oh well.
  • Penny: This isn't good.
  • (Scooby does his trademark Where Are You gulp as we end the episode)
  • (We then go to the end credits with the Rainbow Sun from the same opening)
  • (While they roll, The Ghost Is Here plays)
  • Skycycle: Another scary night another spooky fright and you just might be in danger. Oh the ghost is here and it's always a fake. The ghost is here and there's no reason to shake. The ghost is here, oh give us a break. It's fake. Another ghoul attack she's breathing down our back so we're making tracks for the exit. Oh the ghost is here and it's a crook in a suit. The ghost is here and 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.

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