Tanya meets Mister Conductor for the first time and become friends with him. Matt learns to overcome his fear and realizes that he should not be afraid of Harry. A local man named Horace Schemer is revealed to be the new owner of the station's jukebox.
| Name | Type | Role | |
|---|---|---|---|
| Brian McConnachie | Writer | ||
| Britt Allcroft | Producer | ||
| Rick Siggelkow | Producer | ||
| Michael Bongar | Guest Star | Clown | |
| Matthew Diamond | Director | ||
| Jason Woliner | Actor | Matthew Jones | |
| Alan Semok | Actor | Grace the Bass | |
| Didi Conn | Actor | Stacy Jones | |
| Peter Baird | Actor | Grace the Bass | |
| Vanéese Y. Thomas | Actor | Grace the Bass (Voice) | |
| Leonard Jackson | Actor | Harry Cupper | |
| Jonathan Freeman | Actor | Tito Swing | |
| Wayne White | Actor | Tex | |
| Nicole Leach | Actor | Tanya Cupper | |
| Craig Marin | Actor | Rex | |
| Brian O'Connor | Actor | Schemer | |
| Olga Felgemacher Marin | Actor | DiDi | |
| Ringo Starr | Actor | Mr. Conductor |