- Pen (with Dream Version)
- Match/Ghost of Christmas Past
- Pencil/Ghost of Christmas Future (with Dream Version)
- Blocky (with Dream Version)
- Bubble/Ghost of Christmas Present
- Eraser (with Dream Version)
- U.S. Dollar
- Flower (with Dream Version)
- Nelson (with Dream Version)
- Golf Ball
- Snowball (with Dream Version)
- Julie W.
- Julie B.
- Julie N.
- Knife (non-speaking role with Dream Version)
- Scissors (non-speaking role Dream Version)
- Trophy (non-speaking role Dream Version)
- Needle (Dream Version only, non-speaking role)
- School Paper (as School Newspaper)
- The bad kid from Mombasa
◒ Sugar Plum Dark Mix [title card]
◊ Mission Improbable BANC [opening]
‣ Pell-Mell SS ["Now, Gang, now!"]
‣ Drama Link C HC ["You fuⴿing goody-goody son of a dead biⵞ, just fuⴿing let me talk for once!"]
‣ Flower Display J. Shaindlin ["You all have been receiving reports about many students' being absent, is this correct?"]
◊ Gator SB [Flower recites her poem]
◊ Nude Sting NCSGJW ["US Dollar enters."]
‣ Vibe Link B RM ["Hold on!"]
‣ Tomfoolery D. Snell ["Hey, Match."]
‣ Lonely Heart's Club A O. Sieben, D. Bell ["Aren't you going to ask how our day was?"]
‣ Girls of Waikiki [#8] KB, M. Prindy ["They're your sons, not mine."]
◊ Cartoon Sting 7 NC [Pen is sleeping restlessly]
‣ Glissando D RM, S. Kanga [the start of Pen's dream]
‣ Animal Antics [#45] PG ["Well then!"]
‣ Busy Life C. Palmer [the airport]
◒ Giant Wyrm [Blocky begins to initiate Pen and Eraser]
◊ Seaweed SB [the Ghost of Christmas Present enters the scene]
◊ Island Romance JR ["Why are we floating again?"]
‣ Footsteps of Horror [#11.02] WMF [Nelson's nightmare]
‣ Moon Walk J. Fox ["Why are we at a cemetary?"]
‣ Drama Link B HC [Pencil reveals herself]
◒ Smoking Gun ["That you?"]
◊ Lap Steel NCSGJW [Pen runs out the door]
‣ Bashful Eyes KB ["So overnight, we have installed a high tech security system."]
◊ Paradise Isle JR ["Do you ever feel threatened by us?"]
◊ Puka A SGJW ["I've decided that gang life isn't the path I want to choose."]
‣ Menace from the Deep R. Cornford [the Gang surround the Alliance at the table]
‣ Moloka'i Nui B KB ["In that case, welcome to the alliance!"]
- The Supremes: "Stop! In the name of love!"
- 20,000 Patties Under the Sea (episode of SpongeBob SquarePants): "Hey, Pencil./Oy, you said that twice."
- Inception: Anachronistically, Pen mentions this movie when dream-jumping.
- Press Freedom Index: "Today we are ranked 168th on the Press Freedom Index, just right under North Korea."
- The Dovells: "You can't sit down! You gotta move, move, move, around and 'round! … Oh, come on!"
- Morgan Freeman: "Y'know, you kind of sound like one of those movie narrators who do all those nature documentaries." After all, he was the person I was thinking of when I came up with the voice.
- A Christmas Carol: The main plot of this episode is somewhat based off this 1843 novella.
Credits if this were a YouTube show
- Jacknjellify (Cary and Michael Huang)
- Lawrence Dang (U.S. Dollar)
- Ivo Hamilton (Pen)
- Brenda Harris (Match)
- Michael Huang (Bubble, Eraser, Flower, Golf Ball, Snowball)
- Brian Jordan (Aristotelis)
- Ruthie Lawson (Pencil)
- Sidney M (Nelson)
- Freegan Morman (Ghost of Christmas Future)
- Martha Segal (Julie B., N., W., Katarzyna)
- Scott Ward (Blocky)