Matt, Stacy, Tanya and Harry arrive at Shining Time Station. They find out that the station is an old, but very special place. ""Like they say, there is just something about this place...""

Buster (J.B. King's nephew) came and ordered everyone to listen to him. Mr. Conductor told Dan that he should not be afraid of Buster.

It was the day before Halloween and Matt and Tanya were writing letters to their cousins Dan and Kara about what happened at Christmas and how Mr. Conductor's cousin came to the station and about Harry being transferred to Chubby Corners and Billy Twofeathers took his place in the workshop at the station. Then came Halloween and Kara, Matt, and Tanya were dressed up in their costumes and they are looking for Dan. And, Dan told Stacy that he didn't got a costume yet. Then Dan and Kara meet Mr. Conductor for the first time. Then they introduced Becky to the station. The kids bet on Dan to go in the workshop and steal Billy's flute, but Billy help Dan make a costume for him. And when the kids got back to the station Dan scared the kids with his costume and he wanted to go trick or treating. And Mr. Conductor put a light in Schemer's pumpkin to make it real and scared him away.

Matt and Tanya meet Mr.Conductor for the first time and become friends with him. Matt learns to overcome his fear and realizes that he should not be afraid of Harry.

Stacy made a mistake on the train schedule. This causes a train passenger to miss his train, and he gets very upset. Matt, Tanya and Mr.Conductor helped Stacy and made her realize that people often make mistakes, as long as they learn from them.

Mr. Conductor shows the kids that a lot of nice things can be made with a ball of string. The kids use it to make decorations and help Schemer tie his shoes

Matt and Tanya did a puppet show. It was not a success at first, but with the help of Harry, Stacy and Mr.Conductor, the kids learn that they should always try their best and never give up.

The kids are sad because Harry could not take them fishing. Stacy cheers them up and told them not to let this disappointment ruin their day.

Matt wants to read a book, but Tanya wants him to play. They get into an argument. They learn that they can do different things and still be friends.

Mr.Conductor does not want to talk to Harry because he is afraid that Harry will not like him. Matt and Tanya encouraged Mr.Conductor to prepare a surprise birthday party for Harry.

Matt and Tanya learn the importance of being careful to avoid accidents.

Matt and Tanya learn to appreciate old people and realize that old people have a lot to share with young people.

Schemer likes to play jokes on people. When one of his jokes backfires, he learns that some times are better than others to play jokes.

Matt and Tanya found a saxophone in the lost and found. When the concerned owner of the saxophone comes to the station to look for the instrument, the kids learn that it is wrong to take something that belongs to someone else.

Schemer wants to turn Harry's workshop into a snack bar. When his arcade broke down, he learns how important the workshop is. He realizes that without the workshop, Harry cannot fix his arcade.

When Stacy was absent, Schemer bought many arcade items and turned the station into an amusement park. Later, Stacy gets in trouble with J.B. King, who wants to close the station.

The station has a reduced train schedule and everybody is concerned that the station would be forced to close. Midge Smoot comes and convinces the people to realize how important the station is.

Dan and Kara pretend to have jobs and tell Becky that she can have a party in the station. This caused them to run in trouble with J.B. King.

Amazo the magician comes to visit and he forgot all his tricks. Becky learns about magic when she discovers Mr. Conductor. Billy helped Amazo be more confident, which helped the magician perform his tricks in front of an audience.

The kids enter a drawing contest. Becky does not like her picture, so she asks Mr. Conductor to use his magic and draw her a nicer picture. Schemer steals Billy's ink to draw a self-portrait, but finds out that it is disappearing ink. At the end, Becky learned to appreciate her original drawing and she won third prize.

The kids sell lemonades and cookies. Schemer and Schemee came along and encouraged them to raise the prices and sell low-quality products. When Midge Smoot bought the cookies and found out how awful tasting they were, she got mad at Schemer.

Mr. Conductor has a cold, but still wants to go to the South Pole and visit his penguin friends.

Schemer found Ginny's lost dog and gave it to the kids.

The kids went to play baseball and Schemer is their coach. Schemer sends Schemee to spy on the opponent's team.

Becky was supposed to hold on the money for Stacy's party. Schemer is sad and wants to hear some music, so Becky spends all of the money on the arcade.