- Ten Cents as Heinrich Von Marzipan
- Big Mac as Stickybeard
- OJ as Mr. Boss
- Top Hat as Chad Dickson
- Warrior as Toilenator
- Hercules as Knightbrace
- Sunshine as King Sandy
- Boomer as James Nixon McGarfield
- Izzy Gomez as Common Cold
- Lillie Lightship as Cree Lincoln
- Sally Seaplane as Mushi Sanban
- Grampus as Mr. B
- Fire Tug as Father
- Sea Rogue as Windsor
- Emily, Thomas, James, Mavis and Percy (from Thomas & Friends) as The Delightful Children From Down The Lane
- Madge and Skarloey (from Thomas & Friends) as The Interesting Twins From Beneath The Mountain
- Zorran as Numbuh 1
- Zip as Numbuh 2
- Zug as Numbuh 4
- Dee Bradley Baker - Ten Cents, Warrior, Grampus, Percy and Zug
- Mark Hamill - Big Mac
- Jeff Glen Bennett - OJ
- Jason Harris - Top Hat
- Tom Kenny - Hercules, Boomer, Izzy Gomez and Skarloey
- Cree Summer - Lillie Lightship, Emily and Mavis
- Tara Strong - Sally Seaplane and Madge
- Maurice LaMarche - Fire Tug
- Jason Mardsen - Sea Rogue
- Ben Diskin - Thomas, James, Zorran and Zug
- Ten Cents would be a German Indiana Jones Fanboy and the Candy Explorer, Who Wears a Monocle like Professor Zundapp (from Cars 2) and Big Mac's Former Cabinboy.
- Big Mac would be a Candy Pirate.
- OJ would be a Child Hating Tug.
- Top Hat would be a Former Z-Stacks Next Door Operative and a Teenage Ninja.
- Warrior would be a Pathetic Villain.
- Hercules would be a Evil Dentist.
- Sunshine would be a Fake King, Who Thinks He is a Real King.
- Boomer would be a Former Texan Forth Grade President For Life.
- Lillie Lightship would be a Former Z-Stacks Next Door Operative and a Teenage Ninja.
- Sally Seaplane would be Sunshine's Princess.
- Sea Rogue would be a Tie Lover.
- Emily, Thomas, James, Mavis and Percy would be Five Snobbish Children and They are the Arch Enemies Of The Z-Stacks Next Door.
- Madge and Skarloey would be Two Japanese Twins, Who were the Masters Of Disguise.
- Zorran would be a British Leader of Sector V.
- Zip would be an North American 2x4 Technology Officer.
- Zug would be an Australian Hand-To-Hand Combat.
- Ten Cents Von Marzipan
- StickyTug (Aka Big Mac)
- Mr. OJ
- Top Hat Dickson (Former Numbuh 274)
- ToiletTug (Aka Warrior)
- KnightTug (Aka Hercules)
- King Sunshine
- Boomer Nixon McGarfield
- CommonTrampSteamer (Aka Izzy Gomez)
- Lillie Lincoln (Former Numbuh 11)
- Sally Sanban
- StickyTug (Aka Sea Rogue)
- Mr. Billy Shoepack
- Father Fire Tug
- The Delightful Engines From Down The Lane
- The Interesting Engines From Beneath The Mountain
- Numbuh 1 (Aka Zorran Uno)
- Numbuh 2 (Aka Zip P. Gilligan Jr.)
- Numbuh 4 (Aka Zug Beatles)
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