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The title of this article has been unofficially translated into English due to the fact that it was not given an official English name. Although it is based on canonical information, the English name is a conjecture and may be supplanted at any time by additional information released from canonical sources.

"Let's Play Sleep Train" is the 31th episode of the fourth season of Kaeloo, and 181th of the series overall.


Mr. Cat finds out about the Sleep Train, a magical train that takes people to Dreamland to help them sleep, and plots to ruin the experience for everyone else as usual.


The episode starts with the main four feeling sleepy after finishing a game of cards in their living room at night. The clock indicates that it is 9:00 pm, and Kaeloo remarks that it's almost time for the Sleep Train to arrive. Mr. Cat, having never heard of the train, inquires about it. Kaeloo explains that the Sleep Train is a train that you take when you want to sleep at night, concluding that Mr. Cat doesn't know about it since he spends all night partying with the Alley Cats instead of sleeping. Mr. Cat is intrigued by the idea and decides to join the others in taking the train. As the station master, Kaeloo warns Mr. Cat not to hurt Quack Quack. The train has beds joined together instead of cars and flies through the air as sheep leap over it saying "good night", allowing the train's occupants to count sheep to help them sleep. In the end, the train takes a portal to Dreamland, at which point all the occupants will fall asleep. Mr. Cat insists that he's not tired, but the scene cuts to him waking up the next morning, having slept the whole night. After engaging in friendly banter with the train's engineer, Mr. Cat finds out about the existence of the "Nightmare Train", and interrogates the driver about the details offscreen.

The next night, Kaeloo, Stumpy, and Quack Quack arrive at the station and are surprised to find Mr. Cat already there. Kaeloo suspects that Mr. Cat's enthusiasm means that he has something bad planned, and that she'll have to keep her eyes peeled. Kaeloo tries her hardest to stay awake and notices Mr. Cat moving to the front of the train, confirming her suspicions. Mr. Cat threatens the engineer with a bazooka and takes control of the train, turning it towards the portal to Nightmareland. Kaeloo attempts to stop Mr. Cat, but Mr. Cat points the bazooka at her and tries to make her feel sleepy by pointing out that she must be tired after such a long day (Mr. Cat, being a cat, slept through the day so he could stay awake at night.)

The Sleep Train, now the Nightmare Train, makes its occupants have nightmares. Quack Quack dreams about Eugly breaking up with him, and Stumpy dreams about Ursula leaving him for Interdimensional Stumpy. Due to the high speed of the train, Kaeloo is flung off, but she transforms, catches up to the train, and punches Mr. Cat, knocking him off the train and making him experience several nightmares in succession, like one where Bad Kaeloo claims to be his mother, one where the rest of the main four torment him to play games with them forever, and one where he humiliates himself trying to give a speech in public and gets mocked by the audience. Mr. Cat wakes up from his nightmare, wide-eyed and shaking. Kaeloo ignores how distraught Mr. Cat is and cheerfully tells the viewers, in the style of a train station announcement, that the episode is over.


Key Characters

  • Kaeloo
  • Mr. Cat

Supporting Characters

Minor Characters

  • Alley Cats
  • Eugly (appears in a dream)
  • Ursula (appears in a dream)
  • Interdimensional Stumpy (appears in a dream)


  • This episode suggests that Kaeloo is jealous of the alley cats' strong friendship with Mr. Cat and does not consider them to be his true friends.
  • The scene where Mr. Cat sees two identical Kaeloos in a hallway asking him to "come play with us" in his dream is a reference to The Shining.