Cast[]
- Theodore as Heinrich Von Marzipan
- Truro as Knightbrace
- Inverness as Tolienator
- George as Stickybeard
- Foduck as Chad Dickson
- Hank as King Sandy
- Digby as Father
- Baddeck as James Nixon McGarfield
- Phillip and Fillmore as Mr. Fibb and Mr. Wink
- Northumberland as Windsor
- Emily as Cree Lincoln
- Sigrid as Grandma Stuffum
- Pugwash as Mushi Sanban
- Rebecca as Valerie
- Bluenose as Laura Limpin
- Cumberland as Count Spankalot
- Shelburne as Professor XXXL
- Chester as Chester
- Brunswick as Mr. B
- Dartmouth as Mr. Boss
- Old Rusty (from TUGS) as Grandfather
- Henry, Molly, Gordon, Mavis and Edward (From TTTE) as The Delightful Children from Down the Lane
- Thomas and Emily (From TTTE) as The Interesting Children from Beneath the Mountain
- Oliver as Numbuh 1
- Carla as Numbuh 362
- Cabot as Monty Uno
Voice Cast[]
- Dee Bradley Baker - Theodore Inverness, Bluenose, Phillip and Gordon
- Tom Kenny - Truro, Baddeck, Chester, Northumberland, and Thomas
- Jeff Glen Bennett - George
- Jason Harris - Foduck
- James Arnold Taylor - Hank
- Maurice LaMarche - Digby
- Jason Marsden - Northumberland
- Cree Summer - Emily (Theodore Tugboat), Emily and Molly
- Grey DeLisle - Rebecca, Sigrid and Bluenose
- Tara Strong - Carla and Emily (Thomas and Friends)
- Darren Norris - Cumberland
- Frank Welker - Shelburne and Cabot
- Jeff Glen Bennett - Dartmouth
- Neil Ross - Old Rusty
- Ben Diskin - Oliver, Henry and Edward
- Rachel McFarlene - Carla