The Conductor assigns Benny the Bear to take care of the Music Machine. However, because he lacks self-control, Benny disappears to find some honey and leaves the Music Machine unattended. Will Benny's enormous appetite for honey endanger Agapeland and help Mr. Pimms wreck the Music Machine forever?
| Actor | Role |
|---|---|
 Pat BooneMr. Conductor (voice) | Mr. Conductor (voice) |
 Stan FrebergMr. Pimms (voice) | Mr. Pimms (voice) |
 Katie LeighBenny (voice) | Benny (voice) |
| DDan McGowanGrowdy (voice) | Growdy (voice) |
 Will RyanBoogwart (voice) | Boogwart (voice) |
| DDonavan FrebergSnard (voice) | Snard (voice) |
| MMelea BrockNarrator (voice) | Narrator (voice) |
| AAnthony SalernoStevie (voice) | Stevie (voice) |
| SSabrina WienerNancy (voice) | Nancy (voice) |