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When a new substitute shows up, K.O. and Dendy decide they need to get their old teacher back.
- Miss Quantum
- Principal Claus
- Lion Cat
- Courtenay Taylor as K.O.
- Melissa Fahn as Dendy / Genesis
- Chris Niosi as Ernesto
- Mary Elizabeth McGlynn as Miss Quantum
- Nichole Bloom as Nanini
- Michael Patrick Bell as Principal
- The song, "Textbook Train" is a spoof of "Casey Junior" from the Disney film, Dumbo.