Scare Dares is the first episode of Season 2. It is the twenty-first episode of the series overall.


Matt and Tanya (who have grown since their last appearance) are writing to their cousins Dan and Kara about the recent goings on at Shining Time. The station is busier than ever. Harry Cupper was transferred to Fort Farley, so a new engineer named Billy Twofeathers has been hired. Schemer is still his old self, and Stacy has never been happier running the station.

The events of Season 1's final episode "'Tis a Gift" are mentioned. Mr. Nicholas needed help in his workshop after returning to the North Pole, so Mr. Conductor went with him. His cousin, also named Mr. Conductor, has arrived to take his place.

Dan and Kara come to visit the station just in time for Halloween. Kara appears first with Matt and Tanya in their Halloween costumes. Tanya is a witch, Matt is a king, and Kara is an engineer. Kara is introduced to Stacy, who gives her a warm welcome. Dan arrives without a costume. Stacy encourages him to explore and look for one. Dan looks in on Billy playing a mysterious tune on a carved whistle. Shyly, he hurries away before Billy can notice him.

Schemer is getting into the Halloween spirit too by selling pumpkins in his arcade. They're all rotten, so he's painting them orange. To him, the spirit of Halloween is about making money selling costumes and pumpkins and getting free candy.

In the Jukebox, the band discusses dressing up in costumes, with Rex and Tex remembering about going as each other one year. They all hurry to their dressing rooms to get into costume.

Mr. Conductor descends from the ceiling dressed as a spider in front of Dan and Kara, mistaking them for Matt and Tanya. When he realizes his mistake, he disappears. The kids explain that they're related to Matt, Tanya, Stacy and Harry. Mr. Conductor appears again dressed as a spider because he's going trick-or-treating. Kara asks if the Island of Sodor celebrates Halloween. Mr. Conductor replies that they even have ghosts. To explain this, he tells them the story of "Percy's Ghostly Trick." He disappears afterwards to go trick-or-treating in the Tropics. Dan boasts that Thomas was silly to be afraid of ghosts. This makes Kara think that nothing scares him.

Midge Smoot arrives and asks Stacy if she's heard anything lately. She's been visiting her sister in Doodle Haven and wants to catch up on the latest gossip. She sets down her hat on the ticket counter and runs off to look for a story. Kara dares him to snatch a banana off Midge's hat. Wanting to prove himself, he sneakily places it a amongst Schemer's rotten pumpkins.

An hour later, Midge realizes that the banana is missing. Schemer discovers it among his pumpkins and attempts to eat it. Believing Schemer took it, Midge angrily snatches it away from him. Schemer blames the kids for stealing it and Midge scolds him.

Kara tells Dan he could have gotten into trouble for stealing the banana. Dan protests she made him do it, but she replies he didn't have to do it. As she goes off, Mr. Conductor appears asking Dan if he's found a costume yet. Dan said he hasn't found one.

Mr. Conductor replies that ideas have a way of coming down from least expected places. He then introduces Dan to the magical Anything Tunnel in the mural, which plays an animated music video called "What Am I Afraid Of?" It talks about secret fears and kids who like to tease others by daring them to do things. The important thing is to stand up to them and show them what  you're really made of. Perhaps everyone is afraid of being afraid.

Dan protests that people won't like him if they know he's afraid. Mr. Conductor replies that he likes him anyway, and admits he was afraid of both him and Kara until he got to know them. Dan, confused, says that Mr. Conductor didn't have to be afraid of him. Mr. Conductor replies he knew he didn't have to be, and he isn't afraid now, but he still was.

Later that evening, the kids arrive at the station for trick or treating. Kara introduces Stacy to her friend Becky. Becky and Stacy go look for Dan while Mr. Conductor appears dressed as a cowboy. He's running late for trick or treating in Abilene, Kansas because he stopped by the Island of Sodor to visit Percy. When Tanya asks what he was afraid of, Mr. Conductor tells the story of "Thomas, Percy and the Dragon." Afterwards, he says everyone gets afraid, even engines. Anyone who claims they aren't afraid of anything must have spent their whole life sleeping. Mr. Conductor goes off singing "Abilene."

Stacy and Becky return with Dan, who still doesn't have a costume. Matt asks if he's afraid of missing trick or treating. Kara dares him to open Billy's desk drawer to prove he isn't afraid. As he goes inside Billy's office, Billy himself disappears, causing the other kids to run outside.

When Billy asks Dan why he's in his office, Dan admits he went in on a dare. Billy unlocks the desk drawer and pulls out the wooden flute. He plays a simple tune on it, and then tells him about his Native American tribe. He gives the flute to Dan, but he can only make faint sounds, causing them both to laugh. Billy helps him come up with a costume.

Meanwhile, Schemer feels uneasy in the dark, quiet station, so he puts a nickel in the Jukebox. The band doesn't play immediately, as they are admiring Didi's ghost costume. Schemer tries shaking the machine, but causes a Jack O'Lantern on top of the Jukebox to fall on his head. The band plays "Midnight Special," but freak out when "Didi" is revealed to be an actual ghost!

The kids return to the station, only to be frightened by Dan in his new costume. When asked if he wants to do one more dare, he says he's done taking dares from anyone. Schemer suddenly appears frantically trying to get the pumpkin off his head. This scares the kids away. After taking it off, the pumpkin begins eerily glowing, causing him to run away screaming. Mr. Conductor appears from behind the pumpkin laughing, congratulating himself on his well-played trick.

Cast and Characters


Flexitoon Performers

Also Starring

Guest Starring



Thomas Stories

Jukebox Band Segment Song

Cartoons and Songs

  • What Am I Afraid Of
  • Cartoons used in the song:
    • ComiColor Cartoons - Jack Frost (1934)
    • ComiColor Cartoons - Balloon Land (1935)
    • ComiColor Cartoons - Summertime (1935)
    • Felix The Cat - Bold King Cole (1936)
    • Happy Harmonies - To Spring (1936)
    • Color Classics - Play Safe (1936)
    • Merrie Melodies - Have You Got Any Castles? (1938)
    • Walter Lantz - Boy Meets Dog (1938)
    • Merrie Melodies - Inki And The Minah Bird (1943)
    • Casper The Friendly Ghost - There's Good Boos Tonight (1948)
    • Little Audrey - Butterscotch and Soda (1948)
    • Popeye The Sailor - Fright to the Finish (1954)
    • Casper The Friendly Ghost - A Haunting We Will Go
    • Casper The Friendly Ghost - Spooking About Africa (1957)


  • Stock footage from 'Tis A Gift is used.
  • For Halloween, the Jukebox Puppet Band dresses as Zorro (Tito), a princess (Grace), Robin Hood/A Western Outlaw [one of them] (Tex and Rex), and Carmen Miranda (Didi).
  • This episode marked the first of several things:
    • The first appearances of several characters:
    • The episode produced solely by Nancy Chapelle.
    • The 1989 PBS logo remained the same.
    • This is the first episode to use a story from Season 3 of Thomas the Tank Engine and Friends. Percy's Ghostly Trick is also the first story told by Carlin that was originally told by Ringo Starr. This is also the first episode to use the American Thomas and Friends episode title in the credits.
    • This is the first time the window behind the ticket booth is shown from the outside.
  • The song "What am I Afraid of?" was released on video as part of "Shining Time Station Singsongs Vol. 1".
  • This is the only Halloween-themed episode.
  • This season introduced a new opening sequence that had a larger purple font for the credits, and illustrations of a bird and butterfly, and a water-colored painting of a train station, with the sign reading "Welcome to Shining Time Pop. 5,006 give or take". The new closing also featured the same water-colored painting of a train station, with the sign reading "You're leaving Shining Time. Come back soon." It was also used for reruns of Season 1.
  • The season also introduced brand new title cards when the episodes begin.
  • George Carlin, Tom Jackson, Erica Luttrell, Ari Magder and Danielle Marcot join the main cast as the new series regulars.
  • Both Thomas stories involve an engine getting scared by another.
  • Mr. Conductor tells Percy's Ghostly Trick to Dan and Kara in this episode.
  • Mr. Conductor tells Thomas, Percy and the Dragon to Tanya in this episode.


  • When the pumpkin falls on Schemer, the jukebox was still tilted forward, but when he gets up, the jukebox is back in it's normal position.
  • Before the song Midnight Special, Rex was wearing the same costume as Tex, but when the song was playing, Rex was wearing an outlaw costume.