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- A Real Magic Skeleton
- Shy Ninja
- Succulentus (debut)
- Mr. Gar (pictured as El-Bow)
- Foxtail (pictured)
- Laserblast (pictured)
- Doctor Greyman (pictured)
- Rippy Roo (pictured)
- Chip Damage (pictured)
- Courtenay Taylor as K.O.
- Kate Flannery as Carol
- David Herman as Brandon / Rat
- Ben Jones as A Real Magic Skeleton / Cactus Person
- Melissa Villasenor as Ginger / Gertie / Shy Ninja
- Ashly Burch as Gladys
- Kari Wahlgren as Vormulax / Kid
- Jonathan Davis as Succulentus
- Succulentus is based on and voiced by Jonathan Davis, the leading vocalist of the nu metal band Korn. The character's background music, attacks and dialog are references to nu-metal songs.
- The sandwich flashback from the episode "We Messed Up" is featured again.
- When Succulentus was walking up to Carol to fight, he says "Every step that I take... Is another mistake to you!", which is a reference to the song "Numb" by Linkin Park.
- During the fight with Carol, He says "Now you've woken up the demon, in me!" Which is a reference to the song "Down With The Sickness" by Disturbed.
- During the fight with Carol he responds to her a few times in a row with "You wanted to!" which is a reference to the song "Chop Suey!" by System of a Down.
- As Succulentus is exhausted from the fight, he tells Carol that some coffee could really "Wake him up inside", it is a reference to the song "Bring me to Life" by Evanescence.
- The episode's title may be a reference to the internet site "KnowYourMeme".
- The writing on the phone booth says "Changing Booth" a nod to Superman who always changes costume in a phone booth.