In this sequel to the made-for-television Disney family classic, Mr. Boogedy, the Davis family deals with the return of Mr. Boogedy and his never-ending hunt for Widow Marion as well as a rival gag-store competitor who really has it out for Carleton. Meanwhile, the town of Lucifer Falls is planning a big carnival which the mean Mr. Lynch seeks to ruin- if Boogedy doesn't see to that first.

• Richard Masur
• Eugene Levy
• Mimi Kennedy
• David Faustino
• Leonard Frey
• Tammy Lauren
• Vincent Schiavelli
• Ray Girardin