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When a new substitute shows up, K.O. and Dendy decide they need to get their old teacher back.
At Lakewood Plaza Elementary, Miss Quantum is replaced with Ernesto who begins enforcing memorization instead of actual learning. K.O. and Dendy realize that they need to get their old teacher back who does not want to return and instead go back to her original passion, being a supervillain named Bad Apple.
- Miss Quantum
- Principal Claus
- Lion Cat
- Courtenay Taylor as K.O.
- Melissa Fahn as Dendy / Genesis
- Chris Niosi as Ernesto
- Mary Elizabeth McGlynn as Miss Quantum
- Nichole Bloom as Nanini
- Michael Patrick Bell as Principal
- The song, "Textbook Train" is a spoof of "Casey Junior" from the Disney film, Dumbo.