All's Fair is the second season finale.
It is the annual fair festival and Schemer and Stacy enter a pie-making contest.
- Mr. Conductor
- Stacy Jones
- Billy Twofeathers
- Dan Jones
- Kara Cupper
- Midge Smoot
- J.B. King
- Mayor Flopdinger
- Ginny Johnson
- One Man Band
- Felix Perez (mentioned)
- Barton Winslow (name seen on box)
- Edward (mentioned)
- Trevor (mentioned)
- Terence (mentioned)
- Bertie (mentioned)
Jukebox Band Segment Song
- The Railroad Cars Are Coming
Cartoons and Songs
- In the Fox Family Channel version some scenes were rearranged or edited out:
- The scene where Ginny comes in with her chicken, Lulu, and Dan taking the cage and giving it back was edited out.
- The scene of Schemer and Schemee wearing the strawberry costumes for the first time is removed.
- After the commercial break some scenes were mixed around. Such as, the scene where Billy tells the kids "That as long as there are trains there will be Shining Time Station." was seen at a later point. Then the scene where Stacy left the pies on the information booth and Schemer and Schemee steal and replace them with their pies. And finally the band remarking what happened was seen at a later point.
- The Jukebox Band song was edited out.
- The song Home was originally composed by Joe Raposo for the 1976 animated feature film Raggedy Ann: A Musical Adventure, which featured Didi Conn as the voice of Raggedy Ann. The version made for the episode also bares a resemblance to the song "Against All Odds (Take a Look at Me Now)" by Phil Collins.
- The map of the Indian Valley Railroad from the Season 1 episode, Mapping it Out is seen hanging on the left side of the workshop doorway as J.B. King exits.
- J.B. King 's childhood memory explains why he's convinced Mr. Conductor exists.
- The opening scene of the featured Picture Machine video is of the interior of Toronto's Union Station.