Grandpa tells his two young houseguests about the time he was afraid of the dark and about other figments of his imagination.
| Actor | Role |
|---|---|
 Barnard HughesGrandpa (voice) | Grandpa (voice) |
| MMelissa CayaniMary Ann (voice) | Mary Ann (voice) |
| PPeter PrinsteinLouie (voice) | Louie (voice) |