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
as Carleton Davis
Eugene Levy
as Tom Lynch
Mimi Kennedy
as Eloise Davis
David Faustino
as Corwin Davis
Leonard Frey
as Neil Witherspoon
Tammy Lauren
as Jennifer Davis
Vincent Schiavelli
as Lazarus
Ray Girardin
as Elmer
Joshua Rudoy
as Aurie Davis
Alice Hirson
as Mrs. Hooter
Karen Kondazian
as Madeleinska
Howard Witt
as William Hanover / Mr. Boogedy
