Señor Uhl interrupts an important mission with an awkward ultimatum for Jim: help two new students fit in ... or face a repeat of sophomore year.
- Kelsey Grammer as Blinky
- Emile Hirsch as Jim Lake Jr.
- Charlie Saxton as Toby Domzalski
- Lexi Medrano as Claire Nuñez
- Jonathan Hyde as Mr. Strickler
- Fred Tatasciore as AAARRRGGHH!!!
- David Bradley as Merlin
- Clancy Brown as Gunmar
- Anjelica Huston as Queen Usurna
- Amy Landecker as Barbara Lake
- Diego Luna as Krel
- Tatiana Maslany as Aja
- Laraine Newman as Museum Director
- Lauren Tom as Nomura
- In this episode, we are introduced to Aja and Krel, the protagonists of 3Below.
- It is revealed that Stricklander has wings that allow him to fly, something he never showed anyone throughout Part One.
- Toby and Claire gain their own suits of armor at the end of this episode, at the sacrifice of Jim's Vespa.
- Continuity: Toby once again remarks his encounter with an Antramonstrum in the events of "Recipe for Disaster".
- Running Gag: Merlin and Krel wondering how one knows if the light in a refrigerator turns off when the door closes.
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