- Rafael Casal as Mr. Tophat
- Nevis Unipan as Story Girl
- Matty Finochio as Story Father
- Laura Bertram as Story Mother
- Summer Barkwell as Mean Girl #1
- Kristina Plant-Vega as Mean Girl #2
- Robert Mann as Ticketing Clown
- This was the first time Rachel told a story.
- This is the second story written by a Midnight Society member that proves to be more than make-belief. This previously happened with Gene's story "The Tale of the Silver Sight", which was later investigated by his grandsons Gary and Tucker and the Midnight Society of the time.
- This is the only story known to have been an almost complete retelling of a past experience. Everything in "The Tale of Mr. Tophat and the Carnival of Doom" happened to Rachel earlier in her childhood. The only deviations are that the girl in the story has no name and her mother is portrayed by Laura Bertram rather than Fiona Vroom. The mean girls who go missing in the story are announced found in the front page news after the defeat of Mr. Tophat in "Part Three: Destroy All Tophats".
- This is the only story told to the Midnight Society that is deliberately forgotten by those who heard it. This is due to Mr. Tophat's spell causing only Rachel to remember the Carnival of Doom.
- This segment of "Part One: Submitted for Approval" contains the longest gap between a cast member's appearances in the series. Laura Bertram portrays the mother in "The Tale of Mr. Tophat and the Carnival of Doom", just short of twenty-four years since her last appearance as Laurel in "The Tale of the Mystical Mirror".
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