Starlight Express live action-animated film/Transcript

This is the transcript for the Starlight Express live action-animated film.

Part 1: Overture
(Shows Universal Pictures logo)

(Shows Disney logo)

(Shows Original Film logo on the left and Bad Hat Harry logo on the right at the same time. The Overture from Starlight Express begins.)

Universal Pictures

and

Disney

present

An

Original Film

and

Bad Hat Harry

production

In association with

The Really Useful Group

and

Perfect World Pictures

A

WingNut Films

and

PlayTone

production

A

Rob Marshall

film

(Spotlights flew around the train yard, illuminating every twist and turn that the metallic rails took.)

Control: This is Control! This is Control! Tonight is the most important night in the history of the world! Take your seats for the World Championship Railroad Race! Who will win? Will it be diesel? Will it be electric? Or will it be steam? The tension is unbearable here at the track tonight!

(There was a knock, followed by a no-nonsense female voice.)

Mother: Put those trains away.

Control: Oh Mum - just five more minutes!

Mother: Put those trains away and get into bed.

Control: But...

Mother: No buts.

(Her tone changed and she started to sing softly.)

Mother: When the night is darkest, Open up your mind, The dream begins, it's becoming clearer. Listen to the distance, Listen and you'll find The Midnight Train is getting nearer.

Mother And Control: Starlight Express, Starlight Express, Are you real? Yes or no? Starlight Express, Starlight Express...

(The voices fell silent. She left; assuming Control was asleep.)

(Starlight Express Intro begins)

Directed by Rob Marshall

Written by Christopher McQuarrie, Peter Jackson, Fran Walsh and Rob Marshall

Produced by Neal H Mortiz, Gary Goetzman, Peter Jackson and Bryan Singer

Executive producer Christian Rivers, Rita Wilson and Tom Hanks

Director of photography Russel Carpenter

Production designer Robert Stromberg

Edited by Martin Walsh

Costume designer Coleen Atwood

Music by Andrew Lloyd Webber and Alistair Lloyd Webber

Based on the musical by Andrew Lloyd Webber

Music producer Mike Higham

Casting by Don Zimmerman

Freddie Highmore

Saoirse Ronan

Ray Shell

Christine Baranski

Michael Quinn

John Partridge

Jennifer Lawrence

Rebel Wilson

Mackenzie Foy

Gavin Ashbarry

Toby Kebbel

Tom Cruise

Robert Sheehan

David Thewlis

Whitney Martins

Ben Mendelsohn

Kristian Jacobs

Matthew Broderick

Anthony Hughes

Nick Bower

Tyler Perry

Hiroshi Watari

Brian Tee

Sylvester Stallone

Cyrus Brandon

Lex Milczarek

Lauren Hearnden

Andrew Garfield

Daniel Craig

Huon Mackley

Dawn Leigh Woods

Halimah Kyrgios

Amy Barker

Tom Hardy

Martin Neely

Jared Lee

Hollie Stephens

Jamie Sidhom

Matt King

Joey Egan

and Max Charles

(The closing credits scroll started playing afterwards, followed by the closing logos for Perfect World Pictures, WingNut Films and PlayTone.)

Part 2: Rolling Stock
(Rolling Stock from Starlight Express begins.)

(Suddenly without warning the light vanished. Spotlights trained on entrance over the bridge. Six identical figures in black leather jackets and wheels rolled out. They split into two groups and skated down on either side of the bridge. dramatically as the back of the hill slowly rose up, revealing two flag bearers with American flags and between them another engine knelt, lights in his yellow helmet. The diesel engine slowly skated out. The other flag bearers had put their flags away and they came in behind him as he sank to his knees. a black leather jacket skated out, his dark hair slicked back and sunglasses balanced on his face. He was the leader of the gang, his name: Greaseball. Greaseball slowly reached up and pulled off his helmet, handing it to one of the flag bearers behind him. The flag bearer turned and skated away, to put the helmet down. He jumped down as his gang flexed and stretched.)

Greaseball And Gang: I'm just the fastest thing you'll ever see. That streak of lightning you just missed was me. Don't stop now - we gotta keep it going all night Rolling stock! rolling stock!

Greaseball: You bet you'll never know the way it feels.

Greaseball And Gang: Rolling stock! rolling stock!

Greaseball: Rock 'n' rollin' on a pair of wheels. Come on and heat me up the way you do.

Greaseball And Gang: And I can keep it going longer than you. Don't stop now - we gotta keep it going all night!

Greaseball: What makes you think you can go faster than me? Check out my back view 'cause it's all you'll see.

Greaseball And Gang: Don't stop now - we gotta keep it going all night! Rolling stock! we're rolling stock! Rolling stock! we're rolling stock!

(instrumental break)

(The engines took off up the hill. Greaseball jumped the last few steps to land neatly on top. His gang rolled down the side one by one, landing on their knees at the bottom. Several of the gangs ran up and down the sides of the hill, spinning and doing cartwheels. Greaseball pushed his sunglasses back up and took off. One of his gang, called Lube did a few back flips across the yard. Another pair zoomed off up the curved side of the yard together. Greaseball jumped over one of his gang and then picked up speed, faster and faster. He jumped and cleared a low ramp. He was the best and they all knew it. The engines took off around the rails at top speed, zooming up and down ramps and around curves their wheels barely hanging on to the rails. In three groups, they went up the sides of a steep ramp before returning to where they had started. Several engines did cartwheels and other tricks, each trying to outdo the others, to prove they were the best.)

Greaseball: This locomotive's 'bout to have some fun We're rock and rollin' 'til the race is won.

Greaseball And Gang: Don't stop now - we gotta keep it going all night! Rolling stock! we're rolling stock! Rolling stock! we're rolling stock! Rolling stock! we're rolling stock!

Part 2: Crazy
(After the song, A figure rolled in from the bridge. He was a few inches shorter then the others, wore brown and a backpack - his power source.)

Rusty: Woowoo! Woowoo! Nobody can do it like a Steam Train!

Coaches: WooWoo! WooWoo! Listen to him, He pretends he is the great train!

Control: Hey, here comes Rusty the steam train! The very first locomotive of my life, I was six. He‘s so cute!

(Rusty was considerably younger then the other engines. Unlike the others, he lived at this station year-round. He was close friends with the coaches, and one of them, Pearl, was his best friend. Behind him, the four coaches were enjoying their ride behind the steamer.)

Rusty: Where I go the rest better follow! Look out everybody, move aside! May go now or may go tomorrow, Hold on, I'll take you for a ride!

Coaches: Crazy - can you believe him? He's crazy - love him or leave him He's crazy, goin' crazy, goin' crazy.

(Pearl unhitched from Rusty, waving her arms to keep her balance. Rusty backed up across the yard to get her again.)

Rusty: Watch me, see me, hit that horizon!

Pearl: Take it slowly,(Pearl tapping him on the back as he pulled her.) what you got to prove?

Rusty: Ride with me, you'll know you've been riding! No one can move the way I move!

(The rest of the coaches hitched behind Pearl.)

Coaches: Crazy - can you believe him? He's crazy - love him or leave him He's crazy, goin' crazy, goin' crazy.

(Rusty pulled them up the hill, then turned and shot down the hill, something most engines didn't do with a full train. The coaches unhitched and lined up in the yard.)

Rusty: You know I'm crazy!

Coaches (Rusty): Crazy! Woah-woah-woah-woah.(Rusty skated around the circle track.) (Come on Everyone! Put your hand together for Steam!)Crazy! Woah-woah-woah-woah Crazy! Woah-woah-woah-woah. Crazy! Woah-woah-woah-woah.(Rusty sang, skating up and down the hill and around the coaches.) (I always Crazy! Crazy! You know I'm crazy! Na Na Na Na Na Na! Na Na Na Na Na Na!) Crazy! Woah-woah-woah-woah. Crazy! Woah-woah-woah-woah. Crazy!

(He hitched Pearl and the other coaches behind him again.)

Rusty: Hold on tight! I'll turn up the pressure.(He skated around the yard.) Must be right, no way it can be wrong! You and me go steamin' together!

Pearl: Till someone better comes along! (Pearl sang as they started around the circle track.) Oh yeah! He's goin'...

Coaches: Crazy - can you believe him? He's crazy - love him or leave him He's crazy, goin' crazy, goin' crazy.

Rusty: I'm always crazy! (Rusty agreed, pulling back into the yard. the coaches unhitching)

Greaseball And Gang And Coaches: Crazy - can you believe him? He's crazy - love him or leave him He's crazy, goin' crazy, goin' crazy Going crazy! Going crazy!

(Rusty sang going up the hill with them.)

Rusty:You know, you know, you know I'm crazy! I'm goin' crazy, (Rusty sang spinning and coming back down.) I'm always crazy!

All: Going Crazy!

(they all finished.)

Part 3: Taunting Rusty/This is Gonna be the Day
Rusty: Woowoo! Woowoo! Nobody can do it like a -

Greaseball: You going in for the race, steam train? (Greaseball interrupted, blocking the tracks of the smaller engine and giving him a shove. The steam engine quickly backed up.)

Tank: Should do!(one of them, Tank, asked pulling up next to the steam engine, who jumped in surprise.)

Gook: Nobody can do it like a steam train! (a second of them, Gook said pulling up on his other side and laughing. The steam engine, Rusty, turned to discover that he was surrounded by the six imposing figures of Greaseball's gang. He backed up slowly and bumped into Greaseball, who grabbed his arms.)

Greaseball: Who can do it like a steam train?(Greaseball asked tauntingly, holding the wiggling Rusty firm.)

Lube: He said nobody, (Lube said skating up alarmingly close and laughing in Rusty's face. Rusty closed his eyes, he knew what was coming.)

Gang Member: So he's nobody!

Gang: Hi nobody!

(Greaseball gave Rusty a shove forward. He wobbled ungracefully, trying to keep his balance.)

Gang: Nobody,

Gang Member: Steam train.

(Rusty landed on all fours. He quickly shifted, watching them warily.)

Greaseball: That'll teach you to show some respect for Diesel. (one said coming dangerously close to running over Rusty's hand.)

Tank: 'Cos Diesel's gonna win!(Tank said with a glance at his boss.)

Gang Member: OK Rusty?(one asked skidding to a stop and spraying him with dust.)

Greaseball: OK, steam train?(Greaseball asked looking down at the frightened engine.)

Gang: OK Rusty?(all seven asked closing in on him.)

Control: Shut it, guys. This is Control. All you diesel engines to mainline duties, Rusty to switch coaches from tunnel.(The gang started to move, Control was not to be argued with.) Diesel engines to schedule, Rusty to tunnel! Move it. MOVE IT!

Gang: Hear that Rusty, Rusty bye-bye.

(Greaseball spun on his back wheels and zoomed towards Rusty. He ducked as the diesel engine flew over him.)

Greaseball: I'm just the fastest thing you'll ever race.

(Rusty started to rise, but thought better of it.)

Gang: Hear that Rusty, Rusty bye-bye.

(Rusty started to rise, but thought better of it.)

Greaseball: Or you could enter for the race instead!

Gang: Bye-bye Rusty, Rusty Bye-bye! Bye-bye Rusty, Rusty Bye-bye! Bye-bye Rusty!

(He turned to watch Greaseball and the gang leave.)

Greaseball: Hey, Rusty,(Rusty looked up, Greaseball was leaning over the railing at the top of the ramp.) Bye-bye! (Greaseball called with a wave and a laugh before taking off after the others.)

Rusty: This is gonna be the day. (he said sitting up)

Coaches: Come on Rusty!

Dinah: Cool off!

Rusty: Soon I'll show you And I'll show you good.(he brushed dust off his arms and flecks of rust came off too.) There's a champion Underneath my hood.

Coaches: Get a grip!

Ashley: Who d'ya think you're shoving?

Rusty: Come on Pearl, we're on our way!

Pearl: Rusty, turn your fire down! (the coach sang, hitching behind her engine) Rusty, Rusty, I’m afraid, If you enter for the race you’ll get hurt. They'll be hunks that put your face in the dirt!

Rusty: Come on Pearl, we've got it made.

(The other three coaches shook their heads as they watched Rusty and Pearl leave.)

Ashley, Dinah, Buffy: Listen to this big shot talking, he seems to imply. All the trains will just move over and let him by.

Ashley: They'll cheat and intrigue.

Pearl: Rusty listen to me.

Dinah: You're out of your league.

Buffy: No, he's out of his tree

All Coaches: You'll either be a hundred miles away at the back Or worse they'll find you scattered in a million trillion pieces 'round the track.

(He shook his head and ran through them, making them scatter away from the steam engine. Rusty sailed away, leaving the coaches alone in the yard.)

Rusty: I'll Whistle at you!

Buffy; Don't push!

Ashley: He'll blow his top.

Rusty: racin' on the railroad.

Buffy: He's off the rails.

Rusty: Out of the way!

Dinah: He always fails!

Rusty: Steam is on the line!

Part 4: A Whole Lotta Locomotion
(The coaches looked at him. He couldn't be serious, could he?)

Ashley: Hey listen to the one man band.

Pearl: Rusty, you don't understand!

Dinah: You'll be nowhere, you'll be last.

Buffy: You ain't going nowhere fast.

(Rusty backed up away from the coaches, still watching them.)

Coaches: Got style, got grace,Got a smile on my face And a heart that is built for devotion. But a girl can't get. What a girl's gotta get.Unless she's got A whole lotta locomotion.

(Rusty sank down a bench watching them and blending into the background as he usually did. The four coaches formed a train and skated around. Rusty sailed away, leaving the coaches alone in the yard)

Dinah: A lotta power!

Buffy: A lotta speed.

Pearl: A little hook up, aaah

Ashley:	That's what I need

Coaches: A little bumpin' in the boot. A little booty in the mood. No rust, no dust with a heap-a full-a thrust. Who can rock like a ship on the ocean. Cause a car can't go far 'less she's coupled to a star and then she's got a whole lotta locomotion.

(The four coaches formed a train again and skated around.)

Pearl: I want a winner.

Buffy: I want a champ.

Ashey: That's what I need, a leader.

Dinah: To light my lamp.

Coaches: I need him stronger than a bull. I need an awful lotta pull. want an engine that's warm Knows how to perform with a motor that stirs my emotion. Cause a girl can't go. Where a girl's gotta go Unless she's got A whole lotta locomotion.(Ashley and Buffy skated around the circle track as Pearl and Dinah skated up and down the hill.) No rust, no dust with heap-a full-a thrust. Who can rock like a ship on the ocean. Cause a car can't go far 'less she's coupled to a star and a whole lotta locomotion.(The four coaches lined up in the yard and twirled.) No rust, no dust with a heap-a full-a thrust. Who can rock like a ship on the ocean. Cause a car can't go far 'less she's coupled to a star and then she's got a whole lotta locomotion.

Part 5: He'll Whistled At Me/Pumping Iron
Pearl: Woo-woo, woo-woo - Nobody can do it like a steam train.

Coaches: Woo-woo, woo-woo - Everybody's waiting for their dream train.

Pearl: I'll know him when I see him. For long before I see him. I will hear the far off signal. I will hear the distant call and then he'll whistle at me. He'll send a note and woo me. He'll whistle at me, I'm gonna hitch him to me. Some day soon he'll whistle at me, That's how I'll recognise him and maybe I will whistle at him - That should surprise him. Don't give me insistent humming, horns and bells and distant drumming, I want steam that's under pressure as it rises to a scream, Somebody whistle at me, I'm all anticipation. I need someone to whistle at me, I'm waiting at the station. Come on, someone whistle at me, I'm longing to be near him. I need someone to whistle at me - I'll know him when I hear him. He'll whistle at me.

Coaches: Woo-woo, woo-woo.

Greaseball: Hey! Moment! It's Show Time, Ladies!

(There was a sound and everyone looked up. The four coaches saw who was approaching and started preening.)

Coaches: It's Greaseball, it's Greaseball, Greaseball the diesel!

(Rusty stood up and slowly started backing away; he didn't want to meet up with the diesel engines again.)

Control: Control! Control! (Rusty looked up and the coaches' attention flicked upwards.) Rusty to collect freight train at freight depot, Rusty to collect freight train!"

(He turned tail and ran towards the freight depot, grateful for the excuse to vanish. No one noticed him leave.)

Coaches: It's Greaseball, it's Greaseball, Greaseball the diesel!

(The diesel engine roared in, complete with sunglasses, pulling three coaches, Duvay, Carrie and Tassita.)

Dinah: Back off girls - he's mine.

Greaseball: Here comes the diesel train with its steel refrain, Hear me knocking.(Greaseball sang with the coaches dancing behind him) The diesel's on its way, It's gonna win the day, Hear me knocking. Listen to the chatter of the diesel force, Generating twenty seven hundred horse, Camshaft rolling while the rockers rock, Hear me knock. See me hustle, Feel my muscle, Pumping Iron. Trying to build my body, Trying to lose my mind. See me straining, I'm in training, Pumping Iron. I'm a diesel engine, I'm knocking, I'm knocking, I'm knocking, I'm Pumping Iron.

(The coaches dropped to the ground as Greaseball skated around the circle track.)

Coaches: Well he's the one they'll choose, You know he just can't lose, Hear him knocking. There ain't another rig. That's even half as big, Hear him knocking.

Greaseball: Alright girls, rock and roll!

(Greaseball shouted, skating past them. One by one they dropped down as he passed them. He smacked the end coach, Ashley, lightly on the rear.)

Coaches: Everybody's gonna say "that train is smart", The mighty diesel engine is a work of art.

Greaseball: You got it!

Coaches: The undisputed leader of the Rolling Stock,

Greaseball: Now See me knock! Yeah!

Greaseball zoomed down the hill, the coaches bent over backwards as he skated over them all.

They stood up as Greaseball dropped to one knee.

Greaseball: Hey Buffy! (he greeted her, helping her do a cartwheel over him. He stood up and danced with her) I love that rock'n'roll! (He let Buffy go, and Ashley took her) place.) Smokin! (he exclaimed as he dipped her.) Come on Pearl! (he called to the next coach,) How you doin? (Pearl grinned and danced with him. He laughed) All righty then! (The three other coaches circled Greaseball, Duvay let out a scream.) Get outta here! (Greaseball said with a smile. Dinah skated out into Greaseball's arms. She did a high kick and spun.) Now that's my carriage. (Greaseball said approvingly as he danced with her. Buffy skated over and he pulled her between his legs.) Yeah-yeah-yeah-yeah-yeah! (Greaseball sang as the coaches lined up around him.)

All: See me hustle, Feel my muscles, Pumping Iron. Stretching my bullworker, I'm heaving on my weights. See my flex my delts and pecs. I'm Pumping Iron.

Greaseball: I'm a diesel engine. Hey, I'm knocking, I'm knocking, I'm knocking -Yeah! Heading for the rally,

Coaches: heading for the rally,

Greaseball: Gonna win the first race!

Coaches: Gonna win the first race!

Greaseball: I'm gonna run the longest.

All: the biggest and the strongest!

Greaseball: I'm knocking, I'm knocking, you know I'm knocking. Yeah!!!(Dinah dove through his legs and the others gathered around him, either standing or on the ground. He looked around, and then down at himself.) Man - I'm so beautiful! (The girls all swooned again.) I'm PUMPING IRON!

Part 6: Freight
(Dinah rolled to her wheels and pushed the coaches out of her way. She stood defensively in front of Greaseball.)

Dinah: I've got Greaseball. He and I go steady. A Whole Lotta Locomotion.

(The other coaches looked at each other, Greaseball was a nice engine but in the long run? They tried to warn her.)

Coaches: But he beats you all the time he gives you hell, He two-times you and he likes to kiss and tell.

(Dinah shook her head vigorously and held onto Greaseball's arm. Maybe he was like that with other coaches but not with her. Greaseball, sensing Dinah was upset stepped protectively in front of her.)

Greaseball: Find an engine, find a place up against us in the race.

Greaseball And Dinah: And you'll find that, sister, we'll beat you as well.

(There was a different sound and everyone looked up. Everyone looked over at the approaching train.)

Dinah: Oh No!

Buffy: Oh shucks!

Pearl: It's the freight train!

Ashley: The dumb trucks!

Carrie: Forty tons of empty chrome.

Tassita: The lights are on.

Duvay: But nobody's home.

(The telltale pillar of steam showed Rusty was the engine, and based off Control's command he was pulling the freight train. The coaches all rolled their eyes and sniffed disdainfully. The girls all gathered around Greaseball, Dinah closest.)

Freights: Freight is great.

Buffy: That's brilliant!

Freight: Freight is great. We carry weight. Cause we are freight And freight is Great! We never make a fuss. You got the goods on us, We take the loads from off the roads. And Freight is Great!

Coaches: Couldn't stand gravel and sand, Being ignored, no one on board. Nobody complaining we were late again. I should hate carrying freight. Nobody living in me, Got to be a living breathing passenger train!

(The lead car spurred Rusty into motion.)

Freight: Freight is great! Freight is great! (The two trains took off in opposite directions, circling around to pass behind each other.) Freight...

Coaches: Couldn't stand gravel and sand, Being ignored, no one on board.(Is Great!) Nobody complaining we were late again.(We carry weight!) I should hate carrying freight. Nobody living in me,(And freight is great!) Got to be a living breathing passenger train!

(The two trains pulled even with each other, with an engine at either end.)

Coaches: It's Mamas and Papas.

Freight: It's commerce and hoppers.

Coaches: It's daughters and sons.

Freight: It's quarters and tons. They get in your hair.

Coaches: It's the fun of the fair.

Freight: Freight!

Coaches: Folks!

Freight: Tares!

Coaches: Fares! Passengers, commuters and mail.

Freight: Trees and meat, gravel and shale.

Coaches: On the rails, On the rails, On the rails, On the rails.

All: Are great, are great, are great, are great, are GREAT!

(The two engines swerved to avoid crashing.)

Control: Control! Control! You wagons and passenger cars just cut it out! Trucks will identify themselves! (Rusty inhaled sharply and looked up, he was ready. Greaseball and the coaches pulled back out of the way.) Hoppers!

(Rusty pulled the first three cars out. They were each a different color, but other then that they were identical.)

Hip Hoppers: Yeah Yeah Yeah!

Hopper 1: I'm Hip Hoppers 1. I got no equal, If you miss me, catch the sequel.

Hopper 2: I'm Hip Hoppers 2. And there's more.

Hopper 3: I'm Hip Hoppers 3. I'll tell you the score.

Hip Hoppers: The only time we get sick inside is when some bum hitches a ride.

Hopper 2: We wait for a sharp corner to come.

Hopper 3: And open the door.

Hip Hoppers: Bye-bye bum!

Freight: Freight is great!

Control: Brick-truck!

(The next car wearing a patterned gray outfit.)

Flat-Top: Flat-Top, who you looking at? Yeah they're bricks, what's wrong with that? No, you're right, they don't all match. Yeah they're heavy. Here - Catch!

Freight: Freight is great!

Control: The Big Aggregate Hopper!

(Rusty puffed as he pulled out the large heavy car.)

Flat-Top: Oh, Dustin that's you, mate.

Control: Come on the big hopper!

Flat-top: Come on Dustin.

(Rusty nodded and the large blue striped hopper skated out.)

Dustin: I'm the big hopper, I'm not a box.

Hip Hoppers: Yeah, your head is full of rocks!

Dustin: They're not rocks, they're bits of gravel. And Gravel's got a right to travel!

Dustin And Flat-top: Travelin' with gravel in prayin' that we don't get wet. Water and mortar do things they didn't oughta. Empty me before I set.

Control: Brake Truck!

(Rusty pulled out the smaller car, which wore dark red.)

Caboose: Who makes trains brake? The Red Caboose! Nice guy? Oh my, fake news! If the brake engages, you'll be slowing. If you pay my wages, you'll keep going. No cash? Train crash! Big mistake!

(Everyone smiled, the red caboose was always around to lend a hand.)

Freights: Red Caboose, we could use one big break.(They started marching in place) Freight is great! Freight is great!

(Duvay, Tassita And Dinah came forward between Greaseball, the Hoppers and Pearl, Carrie Buffy and Ashley And between Flat Top, Dustin and Rusty.)

Coaches: It's Mamas and Papas.

Freight: It's commerce and hoppers.

Coaches: It's daughters and sons.

Freight: It's quarters and tons. They get in your hair.

Coaches: It's the fun of the fair.

Freight: Freight!

Coaches: Folks!

Freight: Tares!

(Rusty was very carefully avoiding Greaseball during all of this.)

Coaches: Fares! Passengers, commuters and mail.

Freight: Trees and meat, gravel and shale.

(The two trains joined and sang together. Gang skated in across the top of the hill and down into the yard.)

All: On the rails, On the rails, On the rails, On the rails.(They separated, each train taking off in opposite directions.) Are great, are great, are great, are great, are GREAT!

(The two trains glared at each other, crossed their arms and turned away. The two engines rolled their eyes at each other. It was the only thing that they agreed on.)

Part 7: Entry of the National Engines/AC/DC
Control: Control, Control! Coaches and Trucks to selection grid.(Dispute forgotten; the two trains reformed.) Champion Engines assemble for Parade! National Champions for Parade.(Greaseball looked at Rusty smugly, blew a kiss to the coaches and took off. The coaches scrambled to hitch behind Rusty before the trucks did. Rusty pulled the coaches over to the side and then went back for the freight cars. Greaseball had gone to line up for the parade. The other engines that had come for the race were already lined up. As Control announced him, each engine skated out, removed his helmet and bowed or saluted before taking his place on the track.) From France, the 120mph Sud-est!(Control announced as an One male engine in Orange And One female engine in blue and white skated outs, on wheels, rolled across the top of the hill. Behind him was a figure in black, also on wheels. The second figure's black helmet was lit up. He carried a French flag and followed close behind the first figure. The rolled down the side of the incline and came to a stop in the center.) The power of the Sud-est, Bobo And Coco!(Bobo And Coco removed their helmet, and saluted smartly before continuing around the circle track with the flag bearer close behind.) From Italy,( the next engines in One of them in red and white And Two of them in Green and Gray skated in with their flag bearer.) the Rome to Milan Express, the Settebello.(The engine skated in from the opposite side. He skated halfway up the hill, spun and came back down. He went down on one knee and mimed a suggestive shape.) Powered by Espresso And Pendelino! (Espresso jumped to his wheels and pulled off his helmet with a shout. Then he also continued around the circle track.) From Germany,(The next engines, in green and gray, race up the side of the hill, clipping the top with his skates, and rolled back down, their flag bearer imitated him.) Right on time, Here comes 110-mph the 103 class And ICE, the Intercontinental Express.(The engine removed his helmet and snapped a salute, letting out a shout.) Powered by Weltschaft And Ruhrgold.(Ruhrgold and his flag bearer followed the other two around the track.) From Russia(The Russian engines rolled in down the hill, folded their arms and struck a pose.) - as fast as possible - the Trans-Siberian Express. Powered by Turnov And Vladimir. (Turnov And Vladimir pulled off their helmet and downed a shot of vodka before continuing around.) Oh, Excuse Me, Russian Rail announce a delay in the arrival of the Russia train. This is due to War. From Japan, the Shinkansen Bullet Train. (The blue, yellow, and white engine shot into the yard, their flag bearer barely keeping up. They came down the hill with on led out in front of the other, skidding to a stop, and then stood up.) The power of the Bullet - Hashimoto And Nintendo!(Hashimoto And Nintendo tucked their helmet under their arms, brought their hands together and bowed.) From Great Britain, battling through the wrong kind of snow, the royal train!(There was a pause and the rest of the nationals moved forward to give the British train room.) Powered by the Prince of Wales And Brexit! (The British train skated in, backwards, down the hill. He came to a stop, removed his helmet and saluted before realizing he was facing the wrong way. He turned around a little sheepishly and waves before taking his place in the line.) And from the U.S. of A, the reigning champion!(that engine entered with two flag bearers.) The greatest Diesel Locomotive in History, the Union Pacific! The power of the pacific - Greaseball! (Greaseball slowly and mechanically removed his helmet with a graceful bow. Rusty looked upward, reminding Control that he was still there.)From the sidings... Rusty the steamer.

Rusty: Nobody can do it like a steam train!

(Rusty sang as he took his place, ignoring the fact that the other engines were all taller then he was. The others all shook their heads.)

All: Rusty go home, Rusty go home. Rusty, get back, clear off the track!

(Rusty started to back up but stopped himself and shook his head. It didn't matter what they thought, he'd show them all tonight.)

Control: Any more entries?

(Suddenly the lights flickered. a burst of static and the yard was plunged into darkness, with occasional bursts of laser lights. Several of the coaches screamed. What was that? Rusty wondered getting an eerie feeling.)

Control: Sorry: We have a technical problem, A little interference. What's going on?

Control: Oh boy, I think we have a super-star challenger. Stand by for electrification! Stand by for electrification! These must be his minders.

(A green beam of light shot down from the bridge, creating a circular pool of light in the center of the yard. The coaches and cars gathered together nervously, avoiding the light. Several dark figures emerged in the light. Pearl edged closer to one of the dark figures cautiously.)

Pearl: He's got a gun!

(The figure lit up. He wore a gray patterned outfit and sunglasses.)

Krupp: Halt! I am Krupp, Electra's armaments truck. Clear Electra, Verify.

(A car in a gray security outfit and sunglasses.)

Killerwatt: I am Killerwatt, Electra's Security truck. Go to Electra, Load.

(A car in silver, red and black with Crane Helmet emerged on her knees from the green light.)

Wrench: I am Wrench, Electra's repair truck. Shift Electra.

Pearl: Who's Electra?

(A car in black emerged from the light.)

Purse: We ask the questions. I am Purse, Electra's money truck. Electra is rich. Switch your allegiance to Electra. Space Electra.

(Two cars appeared together.)

Volta: I am Volta, Electra's freezer truck. Enter Electra.

Joule: I am Joule, Electra's dynamite truck. Run Electra.

Volta: Electra is cool.

Joule: Electra is hot.

Volta: Cool.

Joule: Hot

Components: A megastar. A megawatt. Rich, hot, powerful - rich, hot, cool. Rich, hot, powerful - rich, hot, cool!(The coaches skated around the yard to take refuge under the spiral ramp. The trucks hid under the other one. The components started to circle the yard, above them the bridge started to spin.) Electra ... Electra ...(the components sang as one end of the bridge slowly lowered to the ground.) Electra ... Electra ...

(A figure with red glowing lights on his chest rolled down the bridge on one knee and stood up when he reached the ground. Suddenly the yard was filled with light, revealing a metallic red and blue engine with very tall red and blue hair, Electra.)

Electra: I am electric, feel my attraction, Feel my magnetism, you will agree. I am electric, I have the contacts. I am electric the future is me!(His components, in a circle around him, moved in closer.) AC / DC is okay by me. I can switch and change my frequency.(The components sang wordlessly as they dance around Electra. The engine laughed a deep evil sounding laugh. Wrench skated out to him.) I am electric, mind how you touch me, I can shock you! (Wrench crumpled to the ground at Electra's wheels. The coaches gasped, but she recovered quickly and stepped away.) I can set you on fire.(Electra continued as Volta skated over to him. He reached up to the sky and she imitated him.) I can reach up and pluck down the lightning, Watch the conductor, see the live wire!(He shocked Volta, who dropped to the ground and rolled away.) AC / DC is okay by me. Is Okay by me.(Joule skated over to him.) I can switch and change my frequency! (He shocked Joule, who was still for a second before getting up.)

Components: Electraaaaaa. Electraaaaaa.(the components sang skating around their engine. Electra danced with them all.) Electraaaaaa. Electraaaaaa! (Electra rolled backwards.)

Electra: I am electric, Resistance is pointless!(he shouted in a strangely robotic tone.) Don't attempt to keep no secrets from me.(he sang as Purse and Krupp skated in closer) You can't ignore me, You must adore me.(The coaches were clinging to each other and the ramp, trying to resist the pull of Electra's magnetism.) You'll be erased from my memory. AC/DC, It's okay by me.(Electra reached out with an invisible strand of electricity and lassoed one very pretty pink and white coach. Pearl struggled, but couldn't resist as she was pulled in by Electra.) I can switch And turn you onto me, Can switch,(He grabbed her couplings and she shuddered a few times and then finally relaxed, completely hypnotized by Electra.) And turn you onto me, Can switch, And turn you onto me!

(He let go of her couplings, held a hand over her head and turned it. She spun around, faster and faster. Electra laughed as the others closed in around him, circling him.)

Components: Electraaaaaa. Electraaaaaa. Electraaaaaa.

Electra: I am electric, Turn me on, turn me on! I am electric. Turn me on, turn me on! I can switch and change my frequency!

Part 8: Coda of Freight
(Greaseball couldn't stand it anymore. Usually the coaches all hung around him. He shook himself lose of Electra's magnetism and roared out. The coaches blinked as if in a daze and returned to Greaseball. The trucks returned to Rusty.)

Greaseball: You, you're overloaded.

Electra: I'm electric taking over.

Greaseball: You'll have to beat diesel.

Dinah: Take on diesel.

Greaseball And Dinah: Take on diesel.

(Electra glanced back at his components and laughed.)

Components: Electricity is taking charge.

(the components chanted. Electra let a thunderbolt fly, zapping the coaches behind Greaseball. He glanced back at the coaches, surprised, before turning to glare at Electra.)

Electra: I will enter - I will win.

Greaseball: You'll never win, you'll never win. I'm gonna beat you, I'm gonna beat you! Haven't a chance, haven't a chance, I'm gonna win it, yes I'm gonna win.

Electra And Nationals: I'm gonna win!

(Around him the other engines all had their own victory chants. Greaseball growled, they should all give up now, there was no reason for them to race, he was the champion)

Greaseball: I'm gonna win, I'm gonna win, I'm gonna beat you, I'm gonna beat you, I'm gonna win the race.

Greaseball And Electra: I'll be victorious, I'm gonna win!

(Rusty tapped Pearl on the shoulder and she hitched behind him. Right where she's supposed to be, Rusty thought, and then when we win together...)

Rusty: Earth, Water, Air, Fire, See the steam rise higher. Earth, Water, Air, Fire, See the steam rise higher.

(Greaseball rolled his eyes, he hadn't wanted to bother with Rusty this year, but the little steamer was making it very difficult.)

Nationals: You'll never win, you'll never win. I'm gonna beat you, I'm gonna beat you! Haven't a chance, haven't a chance, I'm gonna win it, yes I'm gonna win. I'm gonna win, I'm gonna win, I'm gonna beat you, I'm gonna beat you, I'm gonna win the race. I'll be victorious, I'm gonna win!

(Greaseball, Rusty and Electra lined up and the rest of the nationals fell in behind them as they started to march around the yard. Electra's components fell in behind the nationals.)

Engines: Locomotion... Locomotion...Locomotion... Locomotion...Locomotion... Locomotion...

Components: Go Electricity! Go Electricity! Go Electricity! Go Electricity! Go Electricity! Go Electricity!

Coaches: It's Mamas and Papas.

Freight: It's commerce and hoppers.

Coaches: It's daughters and sons.

Freight: It's quarters and tons. (the trucks sang falling in behind the components.) They get in your hair.

Coaches: It's the fun of the fair.

Freight: Freight!

Coaches: Folks!

Freight: Tares!

Coaches: Fares! (the coaches shouted lining up behind the trucks.) Passengers, commuters and mail.

Freight: Trees and meat, gravel and shale.

Coaches: On the rails, On the rails, On the rails, On the rails.

Engines: You haven't a voice, If your no locomotive. If you would enforce power, Use your horse power.

(everyone sang as they marched around the yard.)

All: Beware of the engine intent on avenging defeat by a rival who's bent on survival. Look out for the carriage who's out to disparage the wagons who battle and rattle and prattle, Are great, are great, are great, are great, are (They came to a stop) GREAT!

Part 9: Hitching And Switching/Crazy (Reprise)/Pearl, You've Been Honoured
Control: Hey, this is turning into a real grudge match. Take a chill pill everyone! (The engines skated forward.) We're gonna settle this on the track. We're here to race, and you don't race without a partner. So hitch up! We're gonna settle this on the track. You got five minutes til race-time! (Dinah grabbed Greaseball's coupling's protectively. Volta hitched behind Hashimoto. Pearl had moved off to the side alone. Brexit skated over towards her, but she hesitated. Buffy skated up to him and gave him a quick kiss. He smiled and hitched her behind. Flat Top moved over to Bobo, but Ashley shoved him roughly out of the way, she wanted the French engine. The Red Caboose hitched behind the Prince of Wales and he pulled them across the top of the hill out of sight. Rusty looked at Pearl and gestured her over. He was surprised when she turned away. Electra and his components skated off. The yard quickly cleared, leaving Rusty alone with the coaches. Their prospective partners couldn't be bothered to pull the coaches over to the race track.) If you ain't in twos, you lose.

(No partner meant that Rusty couldn't race.)

Rusty: Let's go Pearl, 'cause race time is looming. You'll be with me when the winner's crowned.

(She looked up, surprised to see him.)

Pearl: Rusty, I don't like you assuming! I'll let myself be pushed around!

Rusty: Crazy! this is the place to be! Crazy! Not racing with me would be crazy! It's okay, see?

Pearl: No, it's crazy! Rusty, I know you and I, We go back a long way...

Rusty: Sure we do, it's me and you, And that's how we'll stay.

Pearl: You think if you whistle, You'll get me to stay, But each time you whistle, You push me away. A coking smoker yesterday, The world is moving on! It's clean and green And steam machines are history - They'll soon be dead and gone!

(Then two of Electra's cars skated over, Rusty tried to get out of his way but the car, Purse And Killerwatt, skated directly over to Pearl, ignoring the engine.)

Purse: Pearl, you've been honoured.

Killerwatt: Pearl you've been chosen.

Purse: Electra selected you for Heat One.

Rusty: He has a coach? (Rusty protested, rolling over.)

Killerwatt: His coach has a headache. (Purse And Killerwatt illustrating it with elaborate gestures, as they always did when they talked. They turned back to Pearl.)

Killerwatt And Purse: Also, he says you're second to none. (their hands together in front of them and bowed) Please come, we'll be fired if you won't.

Pearl:	Can he whistle?

Killerwatt And Purse: No, AC trains don't!

(Rusty looked up and slowly mimed pulling his whistle. He glanced at Pearl and then grinned. Electra couldn't whistle but Rusty certainly could. He rolled in place happily. Pearl turned around.)

Pearl: Rusty needs me, which way should I go? Thank Electra, say I'll let him know.

(Purse And Killerwatt nodded and bowed again before leaving. Rusty's smile faded and he quickly stepped out of Purse's way, as it didn't look like the truck was going to go around Rusty. Rusty skated over to Pearl.)

Rusty: What's all this? You have a partner!

(Pearl turned away from him.)

Pearl:	Well...I...

(Purse And Killerwatt stopped at the edge of the yard and put a hand to his ear, listening in on them.)

Rusty: Yes you do! We're all set!

Pearl:	I always said that if somebody new...

(Purse And Killerwatt chose that moment to leave the yard. Rusty followed her, considerably upset.)

Rusty: You fell for the posing, you fell for the star!

Pearl: You don't understand, (Pearl said turning to him and shaking her head.) that's not how things are. (She turned away and started to glide off again.) I must have time -

(He shook his head and chased after her.)

Rusty: But Pearl!

Pearl: No! (Pearl said stopping him with a hand.) Let me work it out my way. (Rusty was stunned; almost as if she had slapped him in the face, he backed away.) I must be free to leave you, Rusty, That's the only way I'm free to stay...

(Rusty spun and took off up the hill, very hurt.)

Part 10 Make Up My Heart
(Pearl watched him leave and sighed. She didn't want to hurt Rusty, but she didn't know what else to do.)

Pearl: It's time to choose between the two of them. I'd better make a start. Someone help me make up my heart. Tell me how to make up my heart.(Pearl held out her hands, Rusty on one, Electra on the other.) They say two lovers can be twice the fun. They think they're being smart. Someone help me make up my heart. Please tell me how to make up my heart. One of them is strong. One of them is good. But both could turn out wrong. So who gets the part? Make up my mind, Make up my heart. (The coach took a few steps around the yard.) I don't want one to win and one to lose, Can't tell them yes or not. Choosing one means letting one go. Can't face letting one of them go.

(She closed her eyes and skated around the yard, trying to imagine herself with either one. Pearl glided around the yard and twirled once before realizing that this wasn't getting her anywhere. She came to a stop with a sigh.)

Pearl: Tell me how to make up my heart. One of them has style sets the world alight. The other makes me smile. So who gets the part? Make up my mind, Make up my heart. One of them is strong. One of them is good. But both could turn out wrong. So who gets the part? Someone help me make up my heart.

(She looked around and slowly turned towards the rear of the yard, holding out a hand. Electra skated in and circled around Pearl. She quickly pulled her hands to her sides and looked down. He stopped and gently lifted her head, passing a hand in front of her eyes and stroking her cheek. Electra turned and Pearl hitched behind him. He pulled her out of the yard without a glance backwards. Rusty had quietly come in at the rear of the yard, near the end of Pearl's song, and he stood on top of the hill. He had seen everything. He looked after where she had gone and blinked rapidly. He sang softly after her.)

Rusty: Did you have to break up my –

Part 11: Race: Heat One
Control: You lose, Rusty. Get lost. (Rusty numbly turned and left.) this is Control. Race time minus two minutes! Marshall check the coast. (As Control spoke the back of the hill lifted up, revealing the racers. Two figures in black with bright yellow vests carrying flags skated out, the race marshals.) Listen up, because these are the rules! We have two eliminator heats, and the first four trains in each heat make the final, "Got that? Two heats, four qualifiers from each heat. Any foul play and you're back in the box! Heat one! Heat one! New York to Chicago! Race time minutes one minute! Race time minus one minute!

(Spotlights flew over the track, outlining the course that the racers would take: A long stretch of rails taking many dizzying twists and turns. The eight engines and their partners were lining up. The air was alive with competition. The first four trains in this race got to race again, to try and win. Control announced the racers.)

Control: In track 1: Greaseball the diesel, with Dinah the dining car.

(Greaseball and Dinah skated out together and waved. Greaseball gave Dinah a quick kiss, much to her delight, and then they skated around the circle track.)

Greaseball: Bet on diesel!

Control: In track 2: Ruhrgold the Inter-Continental Express, with Joule the dynamite truck.

(Joule and Ruhrgold waved and saluted. As he began to take her around the track she smacked him lightly on the rear and grinned.)

Ruhrgold: Put your hands together for German!

Control: In track 3: Prince of Wales the British engine, with The Red Caboose.

(Prince Of Wales and The Red Caboose skated out together.)

Prince of Wales: British's Shooting Star!

Control: In track 4: Espresso the Settebello Riveria Express, with Tasitta the Bar car.

(Espresso and Tasitta skated out. Tassita leaned on her engine and struck a pose before continuing around the track with him.)

Espresso: Viva Italia!

Control: In track 5: Bobo the French TGV, with Ashley the smoking car.

(Bobo and Ashley skated out and waved before skating around the circle track.)

Bobo: The French are coming!

Control: In track 6: Nintendo the bullet train, with Wrench, the repair truck.

(Nintendo bowed and Krupp waved before they followed the others.)

Nintendo: Shinkansen Suki?

Control: In track 7: Electra the engine of the future, with Pearl the observation car.

(Electra and Pearl skated out together. They waved and Electra stroked her cheek before they took their place.)

Electra: Electricity is taking charge!

(Various trains on the sidelines were cheering for the different engines. The engines tensed up, revving their engines.)

Control: Trains to your tracks, Twenty seconds,(in an almost expressionless tone. The engines lined up as their various fans continued to cheer. All wore racing helmets so it was impossible to tell their expressions. The racetrack loomed over them.) Ten, nine, eight, seven, six, five, four, three, two, one! Go!

(Race begins From Starlight Express)

(The race was on. All seven engines ran onto the tracks.)

Control: The first race of the World Championship, Seven trains going for Four final places. Greaseball shows why he's the champion. Oh wow, the champion really wants to win. Greaseball and Espresso are the early leaders with Nintendo pressing in third.

(Greaseball sped up, but couldn't shake Nintendo. The Bullet train pulled even with the diesel. Greaseball growled and showed Nintendo into the side before pulling ahead.)

Control: Well that's not in the rule book, The champ shows Nintendo who's boss. No one messes with the champion!

(Rolling Stock from Starlight Express)

(Electra passed Espresso and Nintendo to gain on Greaseball as they reached the hill to the next level. Espresso passed Nintendo. Electra pulled even with Greaseball. The Italian train sped up, sneaking past Electra and Greaseball to take the lead.)

Control: Up the nursely slape it's still Greaseball but Espresso's looking good. It's the double whammy from Electra and the Champion!

(Greaseball and Electra sped up, coming on either side of Espresso. Together they slammed into him, from both sides. Dazed from the collision Espresso dropped back and Bobo passed him. Greaseball took the lead with Electra, Ruhrgold and Bobo close behind. Greaseball took the first curve on the edges of his wheels, with Dinah tightly hanging on. (AC/DC from Starlight Express) Electra was right behind him. Prince of Wales pulled even with Ruhrgold, but the German engine remained on the inside. Prince of Wales couldn't pass him, so he shoved him into the guard rails. Joule let out a startled shriek. Nintendo pulled even with Electra and passed him. A bolt of lightning flew, hitting Nintendo and stunning him, letting Electra and Ruhrgold pass him. (No Comeback from Starlight Express) Greaseball put on an extra burst of speed, putting distance between him and the others. Electra sped up as well, but couldn't catch the diesel. Greaseball held the lead for the next few meters, until Electra caught up with him, and passed him. Greaseball pulled even with Electra and the two remained even, neither could gain anything. Suddenly Prince of Wales appeared next to Greaseball. The British engine took the lead. Greaseball sped up and rammed into Prince of Wales, Red Caboose pushing him forward and into the guardrails.)

(AC/DC from Starlight Express)

(Rolling Stock from Starlight Express)

Control: British outta control and out of race!

Prince of Wales: AAAAAAHHHHHHHH!!!!

(Electra took the lead. Greaseball slammed into Prince of Wales once more before chasing after Electra. The two were even again. Electra pulled ahead, then Greaseball. The finishing line was approaching. Electra, then Greaseball, then Electra again, then Greaseball again. Nintendo shot forward, passing Espresso. With a shout Nintendo tries to passed Electra and then Greaseball. The four crossed the finishing line together.)

Control: Winner of Heat one: Greaseball And Espresso And Nintendo And Electra have qualified for the final!

Part 12: The Blues/Rusty Why You Looking Sad
(In the freight yard Hopper Three and Flat Top were waiting. Hopper Three looked up at the sound of someone humming and grinned.)

Hopper 3: Hey, Poppa and Momma's gonna sing!

(Hopper Two came down the spiral ramp into the yard at that announcement and Dustin rolled out from under the buffer where he had been taking a nap. An old steam engine, known throughout the yard as just "Poppa", was seated in the center of the yard, rocking back and forth and humming.)

Flat-top: That stuff is so out of date.

Hopper 1: Cool it man. (riding the bridge down) Poppa And Momma's gonna sing!

(Flat Top rolled his eyes and skated across the yard, into the corner.)

Hoppers: they don't sing often, but they do sing mean.

(Dustin crawled over to sit down next to the old steamer as the Hoppers gathered around.)

Poppa: Oh the first line of the blues is always sung a second time.

Hoppers: oh yeah?

Momma: First line of the blues is always sung a second time.

Hopper 1: Kinda smooth!

Poppa And Momma: So by the time you get to the third line. You've had time to think up a rhyme.

(Flat Top had gotten bored and emerged from his corner. He skated around behind the others hitting Dustin with his brick as he passed. Dustin looked up and made a face. Flat Top innocently sat down on the buffer.)

Poppa: Oh there ain't no law that says the third line has to be different at all.

(The Hoppers moved next to him and started dancing in rhythm with Poppa And Momma's singing.)

Momma: No, no, there ain't no law that says the third line has to be different at all.

(They looked over at the Hoppers, one of which was doing a handstand.)

Poppa And Momma: You're looking good Hoppers. (Flat Top had come back over by Dustin and was playing hacky sack with his brick. He kicked it up too high and it flew up over his wide shoulders, hitting him in the head and knocking him flat out on the ground.) No there ain't no law that says the third line has to be different at all.

(Dustin pulled out a harmonica and offered it to Poppa, who gently refused.)

Poppa: Never borrow a mouth organ -Not even from your best friend.

Momma: No, no, no, never borrow a mouth organ - Not even from your best friend.

(Dustin shrugged, wiped off the harmonica and began to play.)

Poppa And Momma:'Cos you may survive the blowing-

(They paused, resting for a few beats while Dustin wailed away on the harmonica.)

Poppa: Dustin!

(Poppa shouted, hitting the hopper in the back of the head. Dustin fell forward, landing face down with a thump, but he had stopped playing.)

Poppa And Momma: But the sucking's gonna get you in the end. Oh yeah!

(Rusty whooshed into the freight yard, swung around the buffer and sat down. He looked very downcast as he stared down at his hands in his lap. Poppa looked at the trucks around him and smiled, singing always put him in a good mood. Then he say the very dejected looking Rusty and his smile faded, what was Rusty doing here?)

Poppa: Rusty why you looking sad?

Rusty: I got no hope. Pearl decided she's not racing with me...

(Poppa shrugged, so Rusty just needed a partner, it wasn't a full scale disaster.)

Poppa: So, take Hoppers with you!

(The Hoppers looked at each other, and then at the smallest of them.)

Hopper 1 And Hopper 2 : Why not take three?

(Momma looked around.)

Momma: Maybe Flat-top would be good...

(Flat Top held up his hands, palm out, and backed away slowly, not with Rusty. Dustin turned around to try and convince Flat Top.)

Rusty: No,Momma,No! For all the chance I got, I might as well take Dustin! (Dustin whirled and let out a high pitched gasp, covering his mouth.) Jeez I'm sorry Dustin, but you could lose a few pounds huh?

(Dustin looked down at himself, measuring his size. He sniffed and went behind Poppa's chair, putting his head down. He already knew how big he was, Rusty didn't have to rub it in. Flat Top sighed and gave Rusty a Look before going to comfort Dustin.)

Poppa: Rusty, you ain't got no faith.

Momma: We are a steamer, He was a champion once! (At this statement the Hoppers, seated on the ground around Poppa silently cheered.) You like the rest, you just blind.

Rusty: No no, I see good, I see without no coach. I got no chance in the race.

Poppa: Look behind you, (Rusty followed him to the back of the yard.) I got a partner for you. (Rusty's interest returned. Who was it? He looked around eagerly.) what do you see?

(Rusty looked, but all he could see was an old reddish Pullman car.)

Rusty: Nothing but an old sleeping car.

Momma: You got an alarm bell?

Rusty: I do.

(Rusty answered, puzzled by the quick subject change.)

Poppa: Then Ring it boy.

(Poppa said, looking meaningfully at the sleeper.R usty realized what Poppa intended with growing horror. Bad enough Rusty was an old fashioned engine but he figured that with the brand new Pearl he'd be able to be alright, but with the old sleeping car? And anyway, cars retired for a reason.)

Hoppers: Ring That Bell.

(Rusty shot them a dark look before looking at his parents.)

Rusty: I can't pull that, It's peeling, and, well, old.

Part 13: Belle's Song/Starlight Express Intro
(The sleeper stirred. She was awake and she had heard him. Half of Rusty said that he didn't care, but the other half felt horrible. His parents glared at him, grabbed his arm and pulled him away. Rusty remembered, too late, how his parents felt about the sleeper.)

Belle: Looks and youth ain't everything. Experience is a quality that counts for a lot. The sad thing 'bout experience is by the time you've got it. It's usually all you've got. I'm Belle, Belle, Belle the sleeping car. Doesn't matter who you are. Just climb aboard to lie with me and when you wake I'll make you tea. (She glided around. In her spotlight, she appeared to look the way she must have when she was a racer. She turned to the engines. Rusty had stopped wiggling in his father's grip. He'd heard this story before, and it looked like he was going to hear it again.) A Pullman car when I was made. I went down for the seaside trade. I'm peeling now, the light's too bright. I wear dark glasses day and night. I had crystal lamps, Irish linen to set off my red velvet dress. Those who rode on me compared me to The Orient Express - that was excessive. But now they climb aboard, Undress don't wait for me to whisper, 'yes'. Don't say goodnight, just hit the light and worst of all turn over and go straight to sleep.Once I was a real main liner. Enjoying the occasional smoke. Now I hang around the fuel dump. Sniffing the coke, It really chokes me. I'm Belle, Belle, Belle the sleeping truck. I'm down at wheel down off my luck. I may not be first class but I'm not yet worst class. I can still warm you when the night is cold. I'm a sleeper with a heart of gold. (Poppa and Momma stood, skated to Belle and bowed. The three joined hands and glided around together. He twirled her slowly. As Rusty watched them he could see how close they were. He sighed softly. Belle skated over to Rusty) I can still warm you when the night is cold. I'm a sleeper with a heart of gold.

(Rusty had curled up into a ball.)

Rusty: No, I'm out of it. Progress has left her behind. (He looked around at his parents and then down at himself. For the first time he felt old fashioned.) We've all been left behind. (He took a breath, no wonder Pearl had left him.) There ain't no power in steam no more Electricity is faster now.

Poppa: No! (Poppa shouted angrily, making everyone jump, a bit startled. He glared at Rusty.) Now boy, let me hear you say 'Steam!

(Rusty hesitated and looked away.)

Rusty: Steam...

(He said half-heartedly, only to get Poppa to be quiet. Poppa And Momma frowned, that certainly wasn't very convincing. Momma turned towards the trucks.)

Momma: Now let me hear you all say 'Steam!

All: Steam!

Flat-top: Oil! Oil! Oil! HA!

(Flat Top quickly dropped his arms to his sides and flinched, slowly turning around. Poppa glared at the brick truck.)

Poppa: Oil? Oil is the work of the diesel himself!

(Flat-Top stuck out his tongue and Poppa indicated the corner. The brick truck, banned to the corner again slammed into the supports of the overhead track before putting his head down and sulking. Why did he always have to be stuck with the steamers? Poppa returned his attention to Rusty. He had to convince Rusty that he should race; that he did have enough power. His tone changed; became softer and less angry.)

Poppa: How many times have you found, though you were firm on the ground still the world around you sways.

Momma: You notice all that you've got does not add up to a lot and the way ahead's a maze.

Poppa: You've used everything inside you.

Momma: So maybe it's time you tried to find a brand new power - to shine a light.

Belle: A light to brighten up your darkest hour.

Poppa: Starlight Express hears your distress, he's there, all around.

Momma: Starlight Express will answer you 'yes,' he's waiting to be found.

Poppa And Momma And Belle: Starlight Express hears your distress, the two sang together, He's there all around, Starlight Express will answer you 'yes,' he's -

Control: Control! Control! Five minutes to the second heat! (Flat Top had whirled around at Control's theme music and held his brick up to his ear like a phone.) Race time minus five minutes! Race time minus five minutes!

(Rusty had been rolling in place, and his whistled softly, then he remembered, Pearl was gone, and the Starlight Express was nothing more then a story.)

Poppa: Rusty!

(Rusty hesitated, and then shook his head.)

Rusty: No, Not without Pearl!

(Poppa sighed, a little annoyed, and then he started to get up. Rockies One and Two immediately went over to help him to his wheels.)

Poppa: Who'll come with me? (he asked suddenly. Everyone looked at him stunned.) Who'll come with me? Race behind me?

Rusty: Poppa you're mad! Poppa you're mad!

Poppa: I'm gonna find me somebody who'll go with me, Hey! Come on Hoppers!

Hoppers: I can't, I'm reserved, I got me a ride.

(Flat Top had quietly been sneaking out of the yard.)

Poppa: Okay Flat Top, you'll do.

(Flat Top turned around and skated back over to Poppa.)

Flat Top: No way, not with you, Me? Go with a steamer all smelly and smoking and ancient and filthy? You gotta be joking.

(He turned away before he could get banished to "his" corner again.)

Dustin: I'll go with you, (Everyone, Flat Top included, looked at Dustin surprised.) I'll go with you.

Poppa: Well I may be strong son...

Dustin: Okay I know, I'll be too slow...

Poppa: Take too long son

Dustin: Please Poppa take me!

(Rusty quickly skated over between Poppa and Dustin.)

Rusty: No Poppa, don't listen! Besides, where's the point? There's seven trains in each heat. (He almost took a step back away from his father, but instead remained firm.) There's no place for steam on the railroad today!

Control: Control! Control! Here is an announcement! Cancellation! Cancellation! The Russian trains has been scrapped! (Hopper gasped and his face fell. He was supposed to race with that engine.) Space for late entry, Space for late entry.

Poppa: There's a light at the end of the tunnel.

Momma And Belle And Freight Cars: There's a light at the end of the tunnel.

Poppa: Come on Dustin!

(Dustin hitched behind Poppa and looked back at Flat-Top. Poppa started moving, but didn't get that far, as Dustin wasn't ready. The steamer looked back at the hopper reproachfully, before starting up again. Rusty watched them leave and then turned to the trucks helplessly. They hitched together and he pushed them out of the yard, to go watch.)

Part 14: Race: Heat Two
(The back of the bowl lifted up and the race marshals skated out.)

Control: Control. Control. Heat Two! Heat Two! Chicago to Denver! Race time minus one minute. Race time minus one minute. Heat two

In track 1: Hashimoto the Japanese bullet train, with Volta the freezer truck.

(Hashimoto bowed and Krupp waved before they followed the others.)

Hashimoto: The bullet's coming.

In track 2: Brexit the British Engine, with Buffy the buffet car.

(Brexit and Buffy skated out. Buffy leaned on her engine and struck a pose before continuing around the track with him.)

Brexit: Welcome to the British Challenger!

In track 3: Weltschaft the Inter-Continental Express, with Carrie the luggage van.

(Carrie and Weltschaft waved and saluted.)

Weltschaft: I'm the one to beat.

In track 4: Coco the French TGV, with Duvay the sleeping car.

(Coco and Duvay skated out and waved before skating around the circle track.)

Coco: Je ne regrette rien.

In track 5: Pendelino the Settebello with Krupp the armaments truck.

(Pendelino and Krupp waved before they followed the others.)

Pendelino: Pianissimo!

Control: And in track 6: Rambling Poppa McCoy, with Dustin, the big hopper.

Poppa: Come on y'all,Let me hear you all say 'Steam!

Dustin: Steam!

Poppa: Steam!

Dustin: Steam!

Control: Trains to your tracks, Twenty seconds,(The marshals sped off down the tracks, getting out of the way, as the siren sounded. The engines ceremoniously lifted their helmets into the air and then put them on.) Ten, nine, eight, seven, six, five, four, three, two, one! Trains gone!

(A Whole Lotta Locomotion from Starlight Express)

Control: We're into the second heat with Poppa way behind And Hashimoto in the lead.

(The engines took off around the circle track. Poppa was accidentally shoved and he spun the wrong way. Dustin uncoupled and went flying across the yard. Poppa fell, and Dustin tried to help him up.)

Control: He's on the crossing! Look out Poppa!

(The other racers were coming up fast. Poppa ducked as they jumped over him.)

Control: Leaping locomotives!

(Once all pairs had passed he got up and went around the circle track, a very distant fourth. The rest of the racers skated through the yard and up onto the racetrack. Coco took the lead with Hashimoto and Pendelino close behind and Poppa a distant fourth. Pendelino passed Weltschaft and pulled even with Brexit. Brexit growled and sped up. The Italian train sped up, slammed into Coco and took the lead. Hashimoto sped up to pass Coco. Coco shook her head, as if to clear it, and chased after the others. Coco and Hashimoto pulled up on either side of Pendelino and slammed into him with a sickening crunch. Hashimoto took the lead. Poppa wasn't doing too well, Dustin was forcing him to swerve erratically all over the track.)

Control: Poppa's taking the lead but

Dustin takes him wide letting Weltschaft through.

(The large hopper was not build for racing. Dustin, for his part, was trying to keep control.)

Control: We're into the second heat with Poppa way behind And Hashimoto in the lead.

(Poppa gritted his teeth and pulled, suddenly he got the truck under control. He shout forward, passing Espresso, passing Weltschaft and finally pulling even with Hashimoto. Poppa let out a piercing whistle as he approached the finish line. He put on an extra burst of speed, ignoring something that snapped inside him.)

Control: The old guy does it! Poppa wins!

(All the old steamer was aware of was the speed and winning. He shot across the finish line with Hashimoto, Weltschaft and Coco close behind.)

Control: You've done it! Winner of Heat two: Poppa McCoy And Hashimoto And Weltschaft And Coco have qualified for the final!

Part 15: Laughing Stock
Rusty: Hey there Poppa, you were great! (He got a better look at his father and helped him down. Momma and Belle hovered around him concerned. Rusty saw Poppa lying there and came to an abrupt stop. Hip Hoppers unhitched and ran over to the old steamer. Poppa removed his helmet and struggled to a sitting position. his father, normally hot from the hot water, was ice cold.) Poppa, look at you, your boiler is cold.

Dustin: My fault,(They all looked up at the big hopper.) I'm too heavy for an engine that's old He should not be pulling freight.(sobbing)

(Dustin turned and buried his face in his hands, sobbing.)

Poppa: Rusty, Rusty... listen to me. I can't carry on. Looks as though my racing days have just come and gone. Proved I could do, showed I was once great. Can't do it now though, Can't manage the weight. But got me a position. Got a placing in the race Now Rusty, I can trust you. Take it for me, Go and enter in my place! Get in there and win the game!

(Rusty stood up very quickly and backed away, dropping the helmet as if it were red hot.)

Rusty: No, Poppa, No.

Poppa: Must I kill myself to make you see sense?

Rusty: I do not believe no point in pretense.

Poppa: You couldn't face that loosing shame.

(Rusty looked down and then up at a crashing sound. He leaned over the top of the spiral ramp, looked down at them and laughed.)

Greaseball: Well looky here, they said this train could go.(The Hoppers glared up at Greaseball as he skated down into the yard.) If it can go at all it sure goes slow. Don't stop now, you gotta keep it going all night Will you be racing in his place?

Freight: Should do!

Greaseball: Then you can prove that steam is really though. (His gang skated around Poppa. Flat Top joined in at the end of their line. The Hoppers crossed their arms and stood protectively around Poppa. Dustin hid under the ramp.) Don't stop Poppa, don't stop Rusty.

Freight: Leave old Poppa, leave young Rusty.Leave old Poppa, leave young Rusty!

Greaseball And Gang And Flat-Top: Don't stop Poppa, don't stop Rusty!

(Electra's components skated in across the top of the hill and Electra skated in with Pearl. Winners, with the other six coaches had arrived on top of the spiral ramp.)

Electra: Clear my track! What's all this rubbish? This Rusty junk must go! Clear my track!

(as he passed Poppa he let out a lightning bolt, shocking the steamer, who collapsed again. The hoppers and Caboose, alarmed, tried to help Poppa up again. Electra laughed and continued around the cricle track. The gang had stopped harassing Rusty at a signal from Greaseball. Pearl had unhitched from Electra and Rusty slowly rolled over to her.)

Pearl: Clear my track! This is my train now! This could be my dream. Clear my track!

(Electra smiled and returned to Pearl, stroking her cheek. That was more than Rusty could bear.)

Rusty: Stop! (Everyone froze, surprised and looked at him.) I'll take Poppa's place! I'm gonna race you, Greaseball.

Greaseball And Gang And Flat-Top: Hahahahahaha!

Rusty: I'm gonna race you, Electra!

Components: hysterical digital shriek

Rusty: I'm gonna show you just what steam can do!

(Greaseball and his gang, Electra, Pearl and his train, and Other winners and the coaches skated around the yard.)

All: Rolling Stock? He'll be a laughing stock! (He hasn't got a chance!) Rolling Stock? He'll be a laughing stock! (He hasn't got a chance!) Rolling stock, laughing stock...

(as they exit)

Poppa: That's my boy - I knew you'd believe.

Rusty: Poppa, I have to believe... I have no choice...

Part 16: Starlight Express
Rusty: When your goodnights have been said and you are lying in bed. With the covers pulled up tight. And though you count every sheep you get the feeling that sleep is going to stay away tonight. That's when you hear it coming, that is when you hear the humming of the Starlight Express, you must confess. Are you real, yes or no? Starlight Express, answer me yes I don't want you to go. Want you to take me away but bring me back before daylight and in the time between. Take me to everywhere but don't abandon me there. Just want to say I've been  Starlight Express, Starlight Express. Are you real, yes or no? Starlight Express, answer me yes. I don't want you to go. (Rusty slowly rolled further back into the yard. He had to believe, he just had to, he needed the help and he didn't know what to do any more.) And if you're there, and if you know, then show me which way I should go! Starlight Express! Starlight Express, are you real? Yes or no? Starlight Express please answer me yes! I don't want you to go. Starlight Express, Starlight Express, Are you real, are you near? Starlight Express, answer me yes. I need you to be here.

Part 17: The Rap/Pearl Twirl/Whirl Pearl
(Then the Hoppers around the circle track and into the yard. The hoppers unhitched with a shout and skated up and down the hill.)

Hip Hoppers: Yo, yo, yo, we're back! Hey Rusty, what's up? C'mon Rusty, get tough. Put your hands up! Put your hands up! Put your hands in the air, like you don't care! Put your hands up! Put your hands up! Put your hands in the air, put 'em side to side. (Rusty danced along with the Hoppers, as long as his train was dancing he might as well too.) I don't see no hands. Put your hands in the air, put 'em side to side. Put your hands up! Put your hands up! What time is it? It's Race time! What time is it? It's Race time! What time is it? It's Race time!

CONTROL:	It's race time, folks.

Hoppers: What time is it? It's Race time! What time is it? It's Race time! What time is it? It's Race time!

Control:	It's race time, folks.

)Greaseball and his gang skated in around the circle track.)

Hoppers: So get down, and we'll pound the sound 'till your feet start stompin' And your eyeballs twirl around. It's time for speed, It's time for sparks, It's time for shocks, It's time to win! Time for the hip hoppers to begin. (Electra and his train skated around the track.) To fill you in, so here we go (Hey yo!) I got rocks in my box and rhymes in my head. I know it's time for bed. But there's something we gotta do, Gotta race, gotta move This is the place where we'll prove: Who's the fastest, the dopest, The meanest, the quickest, the phattest, the baddest on the rails?(Winners pulled Coaches in and they leaned over the side of the spiral ramp.) Who's the fastest, the dopest, The meanest, the quickest, the phattest, the baddest on the rails?(Greaseball and his gang, and Electra and his train skated around the tracks.) If he's faster, he wins! If he's slower, he loses! No excuses! If you fail, you fail! You're just sorriest/sorry-ass, But if you win, it's glorious, You're victorious.

Control: That's the story!

(Electra took the spotlight as he danced, everyone else dancing behind him.)

All: It's race time! What time is it? It's race time! What time is it? It's race time! What time is it?

Electra: It's my time, folks! I am electric, I am the winner! I am the future, you, you're the past! Just look at me, I'm clean, I'm powerful, I'm beautiful, And not to mention, I'm way too fast!

(Greaseball shook his head.)

Components: He's on a roll now, he's in control now! Shock treatment, he's dynamo now!

Electra: You fools, I've got the tools, I'm taking you to school, I am the future, Electra rules!

(Greaseball and his gang rolled down into the yard.)

Greaseball: Feel the force of a twenty-ton steel horse! Just call me Super Train, with diesel at the source! I could go on of course, but I don't wanna bore us, So put your hands in the air, Let's all sing the chorus!

(Poppa was sitting on the bridge with Dustin.)

All: What time is it? It's race time! What time is it? It's race time! What time is it? It's race time!

Rusty: It's race time, man! If I was in it, And I could win it, Pearl would be my girl in a minute!

(The red caboose pulled on Rusty's couplings to get his attention.)

Caboose: Rusty, you can do it, There's nothing to it, I'll race behind you, I can help you through it!

Rusty: Yeah!

(Rusty smiled his thanks, at least somebody was willing to help. Greaseball snarled softly, getting everyone's attention.)

Greaseball: Any car, would be proud to be hitched to this star!

(Electra and his train looked at each other and glared at Greaseball.)

Rusty: Not Pearl!

(Dinah protested as Winners pulled the coaches around.)

Dinah: But Greaseball, what about--

Greaseball: You see, Pearl's got an itch to be given a whirl by me!

Electra:	Boy, you're blind! I'm gonna beat you! With Pearl behind, The girl is mine!

(Dinah fell silent, upset, as Winners's train melted into the yard with the others.)

Greaseball: Make up your own mind, Pearl, It's time to choose! You wanna boil with the oil? Or lose with the fuse?

(Pearl, dancing along with the others and then at Greaseball, trying to decide. Then she shrugged, it didn't really matter.)

Greaseball & Electra:	I am the fastest, the dopest, The meanest, the quickest, the phattest, the baddest on the rails! I am the fastest, the dopest, The meanest, the quickest, the phattest, the baddest on the rails!

All: (Greaseball & Electra): What time is it? (I am the fastest, the dopest,) It's race time! (the meanest, the quickest,) What time is it? (the phattest, the baddest,) It's race time! (on the rails!) What time is it? (I am the fastest, the dopest,) It's race time! (the meanest, the quickest,) It's race time, folks! (the phattest, the baddest, on the rails!)

[Hoppers]: What time is it? (I am the fastest, the dopest,) [It's time for speed!] It's race time! (the meanest, the quickest,) [It's time for sparks!] What time is it? (the phattest, the baddest,) [It's time for shocks!] It's race time! (on the rails!) [It's time to win!] What time is it? (I am the fastest, the dopest,) [It's time for speed!] It's race time! (the meanest, the quickest,) [It's time for sparks!] It's race time, folks! (the phattest, the baddest, on the rails!)

All: HO!

(Poppa and Dustin skated up the bridge and away. Rusty took the Hoppers and rolled away down the tracks.)

Control: We're only a few minutes away from the start of the countdown to the great race on this night of nights! We're here to race, and you don't race without a second partner. Does anyone wanna change partners? You don't have a partner, you can't dance.

(Greaseball pulled Pearl out and then let go.)

Greaseball: So what d'you say then Pearl? You wanna try a whirl? You hear me knocking.

(Pearl smiled, flattered by the attention. She hadn't felt exactly right with Electra, she'd give Greaseball a try.)

Pearl: Knock, Knock.

Greaseball: Who's there?

Pearl: Pearl.

Greaseball: Pearl who?

Pearl: Pearl-ease may I go with you?

Greaseball: You hear me knocking

Pearl:I hear you, you're knocking. It's shocking.

(Dinah was stunned and hurt. She had unhitched from Winners's train and glared up at Pearl.)

Dinah: I hope you're satisfied with what you've done. You could've had your choice and took my only one

Pearl: Hey come on Dinah. It's only fun. So quit crying. quit crying.

Greaseball: I'm Pumping Iron.

Dinah: Greaseball?

Part 18: U.N.C.O.U.P.L.E.D/ Girl's Rolling Stock/Dinah, You're Honoured
(Electra collected his train and skated around the yard. He glared at Pearl and Greaseball.)

Electra: No one pulls the plug on me, don't play with electricity. You'll both regret this when we race. The sparks will fly, will fly! (He stopped and sniffed disdainfully as Greaseball and Pearl left, going up the hill and out of sight.) (speaks) Suddenly I feel polluted. (he said and left.)

Ashley: Hey Dinah, what's wrong?

Buffy:	C'mon girl, why are you crying?

Duvay: You ain't got no reason

Carrie: Don't cry, tell me why

Dinah:	I've been...it's awful! I know it's absurd... I've been...no...I can't say it. I can't say the word!(sing) I've been U.N.C.O.U.P.L.E.D I can't bring myself to say it. No siree. I'm a carriage with no marriage. I'm a van without a man. I've been U.N.C.O.U.P.L.E.D. Was I corroded or overloaded. Maybe I shamed him. Who could have blamed him. If he thought me second-class. Went in search for chrome and brass. Went to find some other fool like me. And I'm just U.N.C.O.U.P.L.E.D. I can't seem to stop C.R.Y.I.N.G. People look at me and think, "There she goes the missing link" She's been U.N.C.O.U.P.L.E.D. And I'm just U.N.C.O.U.P.L.E.D. But I'll get my R.E.V.E.N.G.E. He'll come crawling back one day. And I'll turn to him and say Go away, you B.A.S.T.A.R.D.(sub)

Carrie: Now listen, sugar, if you want him back.

Buffy: You'll never get him if you don't attack.

Ashley: You got to make it so that he can't guess.

Tassita And Duvay: When you are saying no but meaning yes

Belle: Slow down, you've gotta keep it going all night

Buffy, Carrie, Ashley, Duvay, Tassita & Belle: Deep down inside you know that you are the best. So come on baby put it to the test. Don't stop now, you gotta keep it going all night. Rolling stock! you're rolling stock! So let him look around find you gone. Rolling stock! you're rolling stock! How long you think he's gonna carry on. Come on heat it up the way you do. No-one can keep it going longer than you. Don't stop now, you gotta keep it going all night. Rolling stock! You're rolling stock! So get the motion in your wheels say. Rolling stock! You're rolling stock!. From here on in it's independence day. Rolling stock! You're rolling stock

Dinah: I won't stop now.

Buffy & Ashley: Rolling stock! You're rolling stock.

Dinah: I'm gonna keep it going.

Belle: Don't stop now.

Tassita & Carrie: Rolling stock! You're rolling stock!

Dinah: I gotta keep it going.

Belle: Don't stop now.

Duvay & Ashley: Rolling stock! You're Rolling stock

Dinah: I gotta keep it going.

Belle: Don't stop now. Til you see him slowing Then everything will be alright.

Coaches: Keep it keep it keep it keep it going all night!

Purse: Dinah, you're honoured, Electra has chosen.

Dinah: Okay! But if Greaseball should change his mind....

(Ashley looked up to see Lube and Rusty lurking up the hill on the tracks.)

Ashley: So who shall we go with?

(Lube came down the hill towards the coaches.)

Buffy: You and the Greaseball make a great team.

(Ashley hitched behind Lube, they all knew she'd be going with him anyway.)

Ashley: You take Rusty. Use a head of steam.

(Buffy made a face at Ashley as the smoking car left with her engine.)

Buffy: Crazy, I'm stuck with the slow one, it's crazy.

(Rusty came down the hill and around behind Buffy, just in time to hear that.)

Rusty: Hey! (He backed up towards her, offering her his couplings.) It's me or it's no one, it's crazy.

(He took Buffy up and down the hill.)

Rusty And Buffy: Going crazy, going crazy, going crazy.

(they sang as they left the yard together.)

Part 19: Wide Smile
(The red caboose shifted a little impatiently where he was waiting alone in the sidings, far from the well used tracks. The shadows made the yard looks strange, but he didn't mind, in fact, he sort of liked it. He looked up as he saw Greaseball approaching with his gang.)

Caboose: Greaseball! Mr Greaseball! Excuse me a minute? Just a Word?

Greaseball: Yeah, what is It?

Caboose: I want you to know that I'm going to ensure Your position as champ is completely secure.

Greaseball: I know I'm winning this race, duh! Stop grinning and cut to the chase!

Caboose: Rusty's got some power. We just haven't seen it yet. The rusty little engine Could turn out to be a threat.

Greaseball: I’m listening, keep talking.

Caboose: If he can’t start, then he can win. Let’s wipe him out when the race begins!

Greaseball: Oooh, that’s nasty… I Like It!

Caboose: Hahaha! I thought you would.

Greaseball: No more Mr. Goody-Good.

Caboose: Just ‘cause I smile all the time. Don’t mean I’m not into crime.(the caboose said reassuringly, flashing Greaseball a smile consisting of very white teeth. He'd helped me win before, he'd do it again, the diesel thought. Greaseball nodded and skated away to prepare for the race.) Being good just makes me mad. This little truck is oh so bad! Wide smile, high style, hang loose. Out front, in back, Red Caboose. See the news on your TV - Rail disaster. Ever wonder why was he getting faster? Every time the Red Caboose takes a train. Seems to lose it's braking shoes I can't explain!

Components: Stop that train!

Caboose: Fair Play, no way, no truce. Out front, in back, the Red Caboose. Wrong side, wrong track, the Red Caboose. If the state police should sniff the truth. OK, I'll take the fifth. Seems like any train that takes me. Just doesn't get the brakes

Components: Somebody go call a cop. Another train just failed to stop. Brake that train!

Caboose: Wide smile, high style, hang loose. Out front, in back, the Red Caboose. Wrong side, wrong track, the Red Caboose. Out front, hanging loose. That's me, the Red Caboose!

Electra: I can't say that I'm not amazed. But just remember Mr. Face-both-ways. Remember whose side you are on!

Caboose: I'm on mine! Hahahaha! (He laughed evilly, everything was working out perfectly.)

Part 20: Cancelled Race/I Was Robbed/Terrorizing Rusty/Dinah's Disco/That was Unfair
Control: This is Control. This is Control. And now for the race that keeps going day and night. The final trans-America trial for the championship of the world. Denver to Phoenix. In track 1: Greaseball, with Ashley And Pearl.

(Greaseball, Ashley and Pearl skated out together and waved before he took her around.)

Greaseball: Rock'n Roll! Babies!

Control: In track 2: Electra, with Dinah And Purse.

(Electra and Dinah skated out together. She unhitched quickly, staying as far away while still being with him. Her eyes widened when she saw Greaseball with Pearl. She smoothed her skirt several times, very quickly as Electra pulled her around the yard.)

Electra: Witness my beauty - the future is mine.

Control: In track 3: Hashimoto, with Volta And Krupp.

(Hashimoto bowed and Volta And Krupp waved before they followed the others.)

Hashimoto: Eiei o-the mighty bullet train.

Control: In track 4: Weltschaft, with Carrie And Joule.

(Weltschaft, Carrie And Joule waved and saluted. As he began to take her around the track Joule smacked him lightly on the rear and grinned.)

Weltschaft: Deutschland, Deutschland uber alles!

Control: In track 5: Espresso, with Tassita And Killerwatt.

(Espresso, Tassita and Killerwatt skated out. Buffy leaned on her engine and struck a pose before continuing around the track with him.)

Control: In track 6: Coco, with Duvay And Hip Hopper 2.

(Duvay And Hopper 2 leaned on their engine as they three waved. Coco saluted before taking her around.)

Coco: Train à Grand Vitesse.

Control: In track 7: Nintendo, with Wrench And Hip Hopper 1.

(Nintendo bowed and Wrench And Hopper 1 waved before they followed the others.)

Nintendo: Now the sun will rise!

Control: In track 8: Rusty the steamer, with Buffy And Red Caboose.

Rusty: Let's hear it for steam!

Control: Twenty seconds

(Buffy also leaned on Rusty's shoulder and struck a pose. Rusty didn't do much of anything, he was too focused on staying calm, forcing himself not to think of anything else. Over to the side Greaseball was holding Pearl in his arms. She touched his hair softly with a smile. Dinah, behind Electra, fumed silently. Greaseball glared at Rusty. How dare that little steam engine even think he stood a chance? The diesel relaxed. Rusty wasn't a threat. His eyes fell on Caboose and he smiled inwardly, No, Rusty wasn't a threat at all. All he had to worry about was Electra. Electra was watching his only competition, Greaseball. Caboose would take care of Rusty, not that Rusty was a threat anyway, and Electra had already proven he was faster. Rusty's insides were twisted in knots. He could almost feel the other two glaring at him. And once again Pearl was in the track next to him.)

Control: Trains to your tracks.

(The racers lined up, side by side, and moved into position. Ashley looked over at Buffy, indicated Rusty with her head and smiled. Buffy shrugged and smiled back. Dinah kept shooting Pearl dark glances, but the other coach didn't notice. Dinah reached over and "poofed" Pearl's hair, making it less then perfect. Pearl simply pulled her hair back, infuriating Dinah even further.)

Control: Twenty seconds.

(Once again one of the race marshals whooshed around the racetracks, making sure they were clear. As the siren sounded the four engines ceremoniously put their helmets on.)

Control: Ten, nine, eight, seven, six, five, four, three, two, one. Trains gone!

(AS they took off around the circle track Greaseball gave Coco a shove, sending the French train spinning into the supports of the spiral ramp. Greaseball took the lead with Electra close behind and Rusty right behind Electra. Coco straightened himself out to be a distant fourth.)

Control: Here's a surprise - look at that Rusty go! (The racers crossed the yard and up onto the tracks. Greaseball pulled ahead and Coco caught up to Rusty. The steamer turned on the power as he caught up with Electra.) He passes Coco. He's got a good head of steam and he's mad to show the big boys. He's chasing Electra. (Rusty braced for a shock as he passed Electra, but none came. Hugging the railing as he rounded the curve he passed Electra and gained on Greaseball.) He's chasing Greaseball! What's the champion gonna do about it?

(Rusty took off, barreling down the track, keeping pace with the others and then pulling ahead. Weltschaft, Electra and Greaseball were just behind him. Then Greaseball pulled even with Rusty and gave him a gentle shove out of the way, passing him. Rusty's heart skipped a beat when he saw Pearl, and Hashimoto passed him, then Electra zipped ahead, passed the bullet train. Rusty pulled even with Hashimoto as Electra passed Greaseball. Greaseball rammed Coco. Coco tried to speed up, but Greaseball hit him again. Then the diesel turned and punched Coco. the French train slumped over the guard rails, knocked out cold.)

Control: Coco's out of it.

Coco: You cheaters!

(Espresso And Nintendo passed Greaseball and pulled even with Electra. Electra zapped them and they fell back.)

Control: Nintendo And Espresso Crashes!

(Greaseball and Rusty pulled up to Electra with Nintendo And Espresso close behind. Then Rusty took the lead again.)

Greaseball: You piece of scrap!

Rusty: Hey Caboose, what are you doing? Cut it out!

Electra: This rusty junk needs melting down.

(Something was wrong. The caboose had suddenly gotten very heavy, but the feeling quickly passed. Rusty strained to go faster, and then, as the caboose released his brakes, he was going too fast! He couldn't steer! First Greaseball and then Electra passed him. Rusty saw one of the guardrails approaching and desperately tried to pull aside. He barely made it. Buffy quickly unhitched as Rusty went down, gasping. A bend in the track was coming up, and he knew he wouldn't be able to turn. He closed his eyes and braced for impact. All watching let out a gasp at the horrible sound of the crash. Hashimoto skidded to a stop, swerved and bumped into the edge of the bridge.)

Pearl:Rusty!

Control: Oh no- oh my goodness! What’s going on? Race abandoned! Race Abandoned! Race cancelled. Race cancelled! Marshals to clear tracks. Clear the wrecks away! Re-run in 15 minutes. I repeat, re-run in 15 minutes.

(Rusty groaned softly as he opened his eyes. He must've collided with Hashamoto, the other engine had flown clear over the guardrails and was being taken care of by a race marshal. Greaseball, Electra and the red caboose were no where in sight. He started to get up and bonked his head on the rail. Somehow he had managed to get himself stuck between the bars. Rusty carefully crawled out, wondering if he looked as bad as he felt. Somehow he managed to get down from the racetrack, ignoring the ringing in his ears. He sat on all fours, panting, vaguely aware of Greaseball and his gang being near him. The race marshals came over by Greaseball, asking what had happened.)

Greaseball: Rusty did it!(pointing down at the steamer.) He caused the wreck!

(The marshals looked up at Electra on the bridge.)

Electra: Rusty did it! He caused the wreck!

(Dinah's jaw dropped and she glared at Electra, knowing full well that Rusty hadn't done anything. She started to argue but Electra pushed her away up the bridge and out of sight. Rusty looked up, abosolutely horrified as he listened to the others lie. He forced himself up.)

Greaseball's Gang, Caboose, Flat-top And Components: He did it! Rusty did it! He did it! Rusty did it!

(Electra, Greaseball and the caboose were gathered together in the yard. Rusty's eyes narrowed, suddenly he understood.)

Rusty: Clear my track! That was cheating!

Electra: Face it boy, you lost!

Rusty: I was robbed!

(They ignored him. Greaseball turned to the caboose. Pearl unhitched and ran over to her friend, he looked hurt, and after that crash it looked like he wasn't thinking straight. Rusty turned away from her, no one was listening to him!)

Greaseball: Hey caboose you did that good.

Caboose: Wow Greaseball, thanks! Did it look like I was holding him back?

(Greaseball and Electra shook their heads.)

Greaseball: No way.

Electra: Looked like everything was totally slack.

Caboose: Well yeah, after all these years it should.

(Pearl stood up and strode over to Greaseball.)

Pearl: Hey hold on! Don't tell me the Red Caboose set him up for the wreck!

Greaseball: 'Course he did, the brakes came off and he hit the deck.

(Pearl shook her head, horrified and backed away.)

Pearl: I'll go tell the marshal!

(Greaseball's eyes narrowed and he caught Pearl by the wrist, pulling her back. Her eyes widened in fear as he twisted her arm.)

Greaseball: You're in it as well! They'll only suspend you if you ever tell

(Dinah sighed, racing with Electra was no fun at all. He didn't' pull right, and the electricity was beginning to make her hair friz. His components were fussing over him. She looked over at him disgusted.)

Dinah: I'm fed up with all this racing. This electric thing I'm taking. Doesn't have that certain something. That a girl expects to hear. (Electra realized that Dinah wasn't with his components and he waved her over.) He never whistles at me (She fixed her hair and smoothed her skirt.) It's damaging my status. (Electra backed over to Dinah gracefully.) I don't think he can whistle at me. (She crouched down and looked at him.) He lacks the apparatus.(Electra looked down at himself, trying to figure out what Dinah was looking at, or rather, not looking at.) Why d'you never whistle at me? (she asked, giving him a little shove) Beginning to suspect you.(Electra, unsure of how to answer that, brushed his shoulder where Dinah had smudged it.) I need someone to whistle at me (Dinah continued, she gave Electra a harder shove, pushing him away.)I'm gonna disconnect you!

(Electra was stunned as she skated away. This was the second time tonight he'd been dumped by a coach, something was seriously wrong here.)

Electra: Red Caboose, Red Caboose, Dinah's gone and made a disconnection, Hey buffet, make my day.

Caboose: You are not a engine without partners! (Caboose Laughing at Rusty.)

Buffy: Electricity gives me a charge.

(Dinah fumed and smoothed her skirt rapidly. Electra pulled Buffy and Caboose around behind them. He shocked Dinah as he passed. She wobbled ungracefully and waved her arms, trying to keep her balance. Dinah shuddered and turned away. She couldn't believe that Greaseball had done that.)

Dinah: That was cheating -What you did to him there. Wasn't fair!

Greaseball: Hey come on, Re-run Time! Quit that kind of talk. You take care!

Dinah: No, I must say it! It just wasn't fair!

Greaseball: Okay that does it - I'm giving you air.

Dinah: What?

Greaseball: From now on, Miss America, Go preach at someone new - She race with me, she use my rules. You had your chance, You blew it so we're through!

(He spun on his hind wheels and strode away. Dinah was stunned.

Dinah: Oh, Greaseball!

(He wrenched her loose and shoved her away before taking off.)

Greaseball: Get lost!

(Pearl looked around helplessly, he was right. She reluctantly took Greaseball's couplings.)

Pearl: This wasn't how I wanted it, this wasn't what I saw Each time I try it seems that I get sadder but no wiser than before!

(Greaseball pulled her up the hill and out of sight. The gang skated off the other way, giving each other congratulatory high fives.)

Part 21: That's Us
(Alone now, Rusty pushed himself up, slowly and painfully. He winced in pain and rubbed one of his arms. Dinah skated over to Rusty, knelt and slid his helmet across the ground towards the engine.)

Dinah: You okay, Rusty? Give it up, Rusty, you’ll never beat them. (Rusty hugged his helmet to him and stood up. He staggered across the yard and half-grabbed, half-collided with the supports of the spiral ramp, not really paying attention to where he was going, trying to ignore his various dents and bruises.) (sub) All alone, They leaves us all alone, And do We fight? No, We just take it. Why do Us? We don't know why. That's Us. Everytime, My friends say it's a crime, To take him back, But frankly, We don't give a damn. That's how I am, That's Us.

Rusty: I may cry, now and then, Say goodbye, Until then, They appears, Dry the tears,Here we go again...

(Rusty gently leaned closer, brushed away her tears, and then pushed her hair back.)

Rusty And Dinah: Guess We know, Each time I watch them go, They won't go far, For who would let him do? The things We let them do, There's only Two, that's us, That's who? That's us. (She hesitated and then threw her arms around him. He was startled and then put his arms around her gently, returning the hug.) Why do We let them do, The things We let them do? That's how we are, that's us, That's why We' are us.

Part 22: Rusty's Alone/I am The Starlight/Starlight Sequence
(Rusty slowly stood up and moved forward a few feet. Maybe they were all right. Maybe he was useless, that must've been why Pearl left him?)

Rusty: Guess they're right, They cheated me when I tried playing fair. I complained and they treated me Like I wasn't there. Left me with nothing,Not even doubt. No-one to turn to, I'm down and I'm out.

(He closed his eyes and bowed his head. No one else would come into the freight yard tonight, Rusty And Dinah would be alone until morning.. The yard was dark and the sky filled with stars.)

Rusty: Starlight Express? (he whispered as Poppa's words came floating back to him. I need help, he thought. Starlight Express hears your distress, he's there, all around. Starlight Express will answer you yes, he's waiting to be found. Rusty's eyes snapped open and he rose up to his knees.)

Rusty: STARLIGHT EXPRESS!

(he shouted, his voice echoing through the empty yard. He collapsed back down again. The yard filled with an intensely bright light.)

Rusty: Are You Real Yes Or No?

(They squinted to see a dark figure standing near him, none other then the Starlight Express himself. Rusty ducked instinctively as the star came towards him and hit somewhere behind him. And if you're there, Rusty thought, And if you know then show me which way...)

Starlight Express: Only you have the power within you. Just believe in yourself - The sea will part before you, Stop the rain, turn the tide. If only you use the power within you. Needn't beg the world To turn around and help you. If you draw on what you have within you. Somewhere deep inside.

(Rusty had been trying to see where the voice was coming from, but it was too dark. Rusty took a deep breath and shakily tried to get to his wheels.)

Rusty: Starlight Express, Starlight Express, Are you real, yes or no? Starlight Express, answer me yes. I don't want you to go.

Starlight Express: Rusty you're blind, look in your mind -I'm there. Nothing's new. (He skated over to Rusty. What does he mean? Rusty wondered.) The Starlight Express is no more nore less. Than you Rusty. (Rusty felt flying and then something rushed through him.) I am you. I'm you and Only you.

(Was it true? Something inside Rusty told him it was. He didn't hurt anymore, and the headache was gone.)

Rusty: I am the Starlight!

Starlight Express: Have the power within you.

Rusty: I can achieve...

Starlight Express: Just believe in yourself The sea will part before you.

Rusty: Anything!

Starlight Express: Stop the rain and turn the tide.

Rusty: All the things I didn't believe.

Starlight Express: If only you.

Rusty: I am the Starlight.

Starlight Express: Have the power within you.

Rusty: I can see it through.

Rusty And Starlight Express: Needn't beg the world to turn around and help you. If you draw on what is deep inside.

(There was another flash of light, and once the spots in front of his eyes faded, Rusty was Rusty slowly collapsed back down again. He pushed himself up to his wheels and looked around, they was alone. No, Rusty thought, I'm not alone, I am the Starlight. He looked up to the stars, in awe of this amazing gift he had just received. was it real? Yes, he decided, It was real, he didn't hurt anymore and he could feel the power coursing through him.)

Rusty; I won't let you down.

Part 23: Rusty And Dustin And Dinah
(Rusty bent down to pick up his helmet when they heard a very audible cough.)

Dustin: *cough cough*

Rusty: Who's there? Poppa?

Dinah: Belle?

Rusty: Hoppers?

(A familiar figure coughed as he rolled out from under the buffer and then yawned.)

Rusty And Dinah: Dustin!

Dustin: Hello You two, excuse my cough. It's dusty round here, I must have just dropped off.

Rusty: Dustin, We have seen The Starlight. I know now what I have to do.

Dustin: I know what you mean, my eyes were shut. But I saw it too! I did Rusty, Truly!

(Rusty turned back to Dustin and smiled, Dustin didn't lie. They skated back over to the hopper, turned and offered him his couplings.)

Rusty: So come with me.

(Hitching behind Rusty. Rusty started moving, pulling Dustin and Dinah along.)

Dustin And Dinah: Of course I will. You'll find me pretty quick - downhill!

Dustin: But where are we going?

Rusty: Dustin you must trust in me!

(He pulled Dustin And Dinah out of the yard and out of sight.)

Part 24: World Championship Race
(The race marshals skated out, once again, as the back of the bowl lifted again.)

Control: Control. Control. We are ready for Re-run of championship on downhill course. Rerun of championship. Phoneix to Los Angeles. (For the fourth time that night the spotlights flew over the track and the marshals skated out.) In track one: Greaseball with Ashley and Pearl. In track two: Hashimoto with Volta and Krupp. In track three: Electra and -(Control trailed off, puzzled, another partner switch?) carriage change? Carriage change! Electra with Buffy and The Red Caboose. And this time we'll use the downhill course

(The bridge had lowered and the racers.)

Greaseball: Lo-co-mo-tion, Lo-co-mo-tion, Lo-co-mo-tion, Lo-co-mo-tion, Lo-co-mo-tion, Lo-co-mo-tion, Lo-co-mo-tion, Lo-co-mo-tion.

Ashley: Gonna be hot, hotter than hot, Gonna be hot, hotter than hot, Gonna be hot, hotter than hot

Pearl: Why should I have to Lie? Why should I have to Lie?

Hashimoto and Volta and Krupp: Japan was arrived. Japan was arrived

Caboose: Just for me, I'm in this Just for me, I'm in this.

Electra: I'm gonna win, Must help me win, I'm gonna win.

Buffy And Caboose: I'll help you win.

All: I'll be victorious, I'm gonna win.

(Suddenly the lights flickered and fog rolled in across the yard. The racers froze and looked around as an eerie feeling filled all of them. A wild hope rose within Pearl, but it was impossible, completely impossible. Rusty had been hurt in the other race, and Control had eliminated him. The arched bridge slowly lowered. A white light shone from the bridge. Pearl and the others blinked into the light, it looked like someone's headlights. As the bridge touched down an engine in black and silver turned off his lights so they could see him. He was a steamer, but that was all that anyone could tell. The engine pulled off his helmet, tucking it under his arm. He rolled down the bridge in the usual steamer fashion, the big hopper, Dustin And the dining car, Dinah was hitched behind him. Pearl looked questioningly at Dustin And Dinah, but got no response. The engine, seeming to ignore them all, rolled around the yard.)

The steamer: Earth, Water, Air, Fire, See the steam rise higher. Earth, Water, Air, Fire, See the steam rise higher. Earth, Water, Air, Fire, See the steam rise higher. Earth, Water, Air, Fire-

Dustin: Aggregates are really great! Aggregates never complain! Humping all the rubble At the double, no trouble, It's great to be an aggregate train. Aggregates are really great! Aggregates never complain-

Dinah: We will win. We will the win this Race. Because, We want get back our Lovers. We will win. We will the win this Race. We will win. We will the win this Race. Because, We want get back our Lovers-

Control: Hey, Marshalls. Stop Stranger! (The marshals skated out after the Steamer. He continued on around the circle track, out of the reach of the race marshals.) Stranger is not in the re-run, Stranger clear tracks!(The race marshals shook their heads, but it was too late. The bridge had lowered and the racers, including Rusty skated up it. Once they were all on, it started to rise.) Entries have closed! Entries have closed! Who are you?

The steamer: The Starlight Express.

(The what? Everyone thought, stunned. The race marshals shook their heads. Suddenly the fairy tale seemed very real indeed.)

Control: Leaping locomotives!

(Control exclaimed, and fell silent. If the Starlight Express wanted to race, no one could stop him. The racers lined up. Greaseball growled, Starlight Express or not, he was the champion. Pearl blinked and tightened her grip, she could do this, and after the race she'd find Rusty and then... he didn't know what she'd do next. Electra generated more power, he had a feeling he'd need it. The caboose had his usual grin. They skated onto the bridge as everyone else watched. Once they were all on, it started to rise.)

All: They gonna race and replace Rusty. They gonna race in the final! (Greaseball's Gang, the remaining cars, the trucks and components, entered the yard.) Who'll be victorious, who's gonna to win? I'll be victorious, I'm gonna to win. I'll be victorious, I'll be victorious. I'll be victorious, I'm gonna to win. I'll be victorious, I'll be victorious. I'll be victorious, I'm gonna to win! Who'll be victorious, who's gonna to win!

(The bridge reached the top level and the chant slowed.)

Control: Trains to your tracks! (The siren sounded and the bridge locked into place.) Marshalls! Check the Course! (The race marshals skated out, once again.) Twenty Seconds! (The racers put on their helmets.)

Control: Ten, nine, eight, seven, six, five, four, three, two, one. Train's Gone!

(Race from Starlight Express Begin)

(The four engines took off, leaving the bridge to go across the high racetrack. The train took off around the upper racetrack. Electra quickly passed Greaseball to take the lead.)

Control: And here they come! As they head out for this downhill re-run of the final it's Electra out front with The steamer way back. And right away the champion takes it. It's Greaseball, Electra, Hashimoto and The steamer as they come down from the high level.

(After a short straight course four was a steep drop. Electra kept pace and passed Greaseball. Greaseball chased Electra and caught up with him. Hashimoto was close behind and Rusty some distance back.)

(Wide Smile from Starlight Express)

Control: and Electra passes the champion. Hashimoto passes the champion.

(He put on an extra burst of power, trying to put some distance between him and Greaseball. Electra shot down the ramp without trying to slow. Greaseball slowed as he went down, just as he'd predicted, Electra's momentum had carried him off course. Greaseball gave him a push and took the lead. The steamer sailed down the hill quickly and leveled off without missing a beat. He caught up with Electra. The electric engine sparked and the steamer pulled away. He swerved and Dustin hung on for dear life as the steamer avoided all of Electra's shocks.)

(AC/DC from Starlight Express)

(Electra growled and sped up, gaining on Greaseball. Greaseball slammed into Electra and pulled ahead. Electra reached out and let a lightning bolt fly. Pearl's eyes filled with tears of pain and she just barely managed to hang on. She leaned heavily on Greaseball. Greaseball rammed Hashimoto. Hashimoto tried to speed up, but Greaseball hit him again. the Japanese train slumped over the guard rails, knocked out cold.)

Control: Sayonara Hashimoto!

(Greaseball chased after Electra, rapidly gaining on him. the Steamer sailed past Hashimoto without a second glance. He slowly gained on the other two.)

(Right Place, Right Time from Starlight Express)

(Electra pulled ahead. Greaseball chased after him, but now Pearl was simply a dead weight behind him. She was slowing him down. He reached back and grabbed her wrists.)

(A Whole Lotta Locomotion from Starlight Express)

Pearl: Greaseball, wait! no! Stop!

(Greaseball chased Electra, but couldn't catch him. the steamer was rapidly gaining on the diesel. Greaseball frowned, something wasn't right.)

Control: Something's holding the champion back! It's Pearl!

Greaseball: Come on Pearl! Move it!

Pearl: Rusty Help! Help!

(Greaseball pulled ahead with Electra close behind and the steamer in third. Electra chased Greaseball.)

(Pumping Iron from Starlight Express)

Control: And the champion doesn't like that one bit.

(The diesel growled and sped ahead. He ignored her and unhitched her. She opened her eyes to see the helmet of the third engine in the race. Through it she saw his concerned eyes staring at her.)

Pearl:(screaming Terrorly)

Control: Oh, no We have a runaway.

(At that fast speed and hurt as she was, she didn't have a prayer of stopping. She screamed as she headed towards the edge of the track as she was about to crash... and suddenly she stopped. Someone had grabbed her and pulled her safely back on the tracks. She opened her eyes to see the helmet of the third engine in the race. Through it she saw his concerned eyes staring at her.)

(He'll Whistled At Me from Starlight Express)

The steamer: I got you, Pearl. Are you alright?

Pearl: Yes, don't worry about me! Go on! Beat him!

Control: That was courageous.

(The steamer rehitched Dustin And Dinah and sped off with a blast of steam. Greaseball caught up with Electra and pulled even with him.)

Control: The champion's racing with Ashley, That's not allowed, The rules say he's got thirty seconds to find second partner.

(Electra snarled and sped up, passing Greaseball, who had slowed anyway. Electra raised a hand and his electricity cracked threateningly. If the diesel even tried to take Buffy...)

Control: He wants the Red Caboose, but Electra's not letting go.

(He turned and looked meaningfully at the caboose. Without hesitating, the red caboose switched engines. Greaseball sped up again. Electra growled and sped up.)

Control: Not for long. Greaseball takes the Red Caboose.

(No Comeback from Starlight Express)

(Pearl watched the steamer try to catch up with the other two and her eyes filled with tears again. He was so far behind now. She turned and ran.)

Control: Back at the high level now with Electra leading and the champion is second. It looks like Starlight's bid has failed. Can anyone take the electric superstar? Can the champion come back?

(Greaseball and Electra sped past the main station and through the tunnel. Electra let a thunderbolt fly, lighting up the tunnel. When they emerged the caboose had switched back to Electra.)

Control: It's Electra and the champion disputing the lead!

(Greaseball pulled ahead and the caboose joined him again. With the caboose urging him on, he felt better. He put on an extra burst of speed and pulled ahead.)

Control: The champ comes through.

(Suddenly The steamer shot forward increasing his speed, around Electra and he gained on Greaseball as they rounded the final curve.)

Control: Starlight comes through!

(The steamer had been biding his time and now he shot forward, past Greaseball, and past Electra. The electric engine growled and threw a bolt of lightning at The steamer. Instinctively The steamer slowed and letting the lightning miss. Both engines were surprised. Electra tried again, and again the Steamer avoided it.)

(Crazy from Starlight Express)

All: Starlight, can you believe it, it's Starlight!

(The steamer smiled, avoiding the electricity was easy. Electra growled, that steamer was teasing him, The more he thought about it the angrier he got and the more electricity he generated. He let out a lethal lightning bolt, straight at Rusty. The steamer shot ahead in a burst of steam, outrunning the electricity. The lightning bolt hit Greaseball instead.)

Control: Electra zaps the champion!

All: Come on Starlight! Come on Starlight! Come on Starlight! Come on Starlight! Come on Starlight! Come on Starlight!

(Greaseball, electrified, swerved erratically all over the track. Greaseball collided with Electra and Caboose, bumping them, just enough to cause the electric engine to short circuit.)

Control: They're outta control! Look Out! They're gonna crash!

(Ashley and Buffy uncoupled as they felt their engines loose control. Greaseball, Electra and the Caboose plunged off the track and headed towards the sidings, They frantically trying to stop. They rolled through the opening in the side of the tunnel and crashed into the sidings. The steamer shot across the finish line.)

Control: Starlight Express is Winner! Starlight Express is the champion in the World! Starlight Express for lap of honor!

(After The steamer returns to the train yard victorious. The steamer looked around, where was Pearl? He turned around and, panting, started up the hill.)

The steamer: I must find Pearl, I must find Pearl, I must find Pearl, I must find Pearl!

(His voice faded as he vanished through the tunnel.)

Control: Oh No, The Starlight Express was Rusty. all of sport has been snatched!

All: Where's Starlight gone? Rusty must be the Starlight Express?

Part 25: One Rock & Roll Too Many
Ashley: Hold on a minute. (Ashley said looking over into the sidings.)

Buffy: What is that?

(A strange figure rolled out from the sidings, groaning softly. It was a strange mixture of black, yellow, red and blue. The engines and the cars made way for it. "It" was Greaseball, Caboose and Electra, the crash had tangled them together. Greaseball groaned, he wanted the caboose off his back. He gave him a shove. Electra groaned and pushed the caboose back towards Greaseball. The caboose couldn't protest against being shoved around. The cars watched the two engines and red caboose, somewhat amused. Caboose tried to straighten, without too much success. The three sighed sadly, none of them had planned on this.)

Greaseball, Caboose And Electra: One Rock 'n' Roll too many. One night's sleep too few. Too much ringing that bell. Takes its toll, out of you.

Caboose: The sound's too loud.

Electra: And the light's too bright.

Greaseball: My chains are too heavy, and my pants are too tight.

Greaseball, Caboose And Electra: One Rock 'n' Roll too many. Takes its toll... out of you.

(They struggled and tried to pull apart.)

Electra: Oh ouch!

Caboose: Oh come on, I didn't know!

Greaseball: Oh man, get off of me.

(The two engines groaned, if they weren't scrapped they wouldn't have allowed this.)

Greaseball, Caboose And Electra: One Rock 'n' Roll too many. One more farewell show. Come on clap your hands.

Caboose: Are you having a good time?

(Greaseball and Electra looked at Caboose and angrily said.)

Greaseball And Electra: No!

Caboose: My breakdance is broken! My hip has hopped!

Greaseball: My mojo ain't working!

Electra: And my pill has just popped!

Greaseball, Caboose And Electra: One Rock 'n' Roll too many. Takes its toll... out of you.(Greaseball and Electra pushed on each other, finally seperating.) One Rock 'n' Roll too many. I can't hear no more!

Greaseball: What did you say?

Caboose: I can't hear nothing.

Greaseball: What did you say?

Electra: I can't hear nothing.

Greaseball: I can't hear nothing.

Electra: What did you say?

Greaseball: I can't hear nothing.

Caboose: What did you say?

(They looked at each other and sighed.)

Greaseball, Caboose And Electra: I said one Rock 'n' Roll too many. Takes its toll, And the soul, Out of you.

(They sank to the ground and collapsed in a heap. Poppa rolled into the yard, the cars respectfully made way for him. He skated around the two engines and Brake van and looked down at them, a bit amused.)

Control: Control! Control! Rusty to return immediately! Rusty to return immediately, or lap of honor will be cancelled! Lap of honor will be cancelled!

Poppa: This is End of the Line! Where's Rusty gone? Where's Rusty gone?

All: Looking for Pearl.

Momma And Belle : What happened to Pearl?

(Greaseball, Caboose and Electra squirmed uncomfortably, unable to move, they were also unable to run. All leaned in and whispered to Poppa. The steamer looked startled and made an uncoupling motion with his hands and then pointed down at Greaseball. Momma nodded.)

All: What happened to Pearl?(Poppa glared down at the three at his wheels. Greaseball and Electra pointed at Caboose with an "it-wasn't-me" expression.) What happened to Pearl?

(Greaseball shrank under Poppa's stern gaze. Poppa reached down and grabbed Greaseball's rings, roughly forcing the engine to get up. Electra and Caboose, half on the diesel, was also forced up.)

Poppa: You'll show us if it takes you all night.

(The three groaned as their frames protested against movement, but Poppa showed them no sympathy. Electra hitched behind Caboose as Poppa grabbed his couplings. The rest of the cars hitched behind Poppa in a very long train of trucks, coaches and components in no particular order. Electra, Caboose and Greaseball were bent over, nearly double as Poppa pushed them along, pulling everyone else. They skated around the yard and then off in search of Rusty.)

Part 26: I Do
(Pearl was alone in the freight yard, sitting on Poppa's usual spot. She sighed and brushed tears out of her eyes. She saw clearly now. She still hurt from being hit in the race, but that was nothing compared to how she felt inside. She wanted her engine back, her right engine. She sighed again and looked up.)

Pearl: He whistled at me. I know I found my steam train, He whistled at me. I could’ve had my dream train. I saw you, I saw you And my world changed. I played a game It’s true. Someday soon, someday soon. I know I’ll wait. It’s not too late. Oh how I wish you could see. How much I’ve discovered. How much I still care. I see you when you’re looking lonely and I hope that everything’s alright. You think that nobody will love you, But I do. And I’m wondering if you feel the same way. But I’ll never get the chance to ask. I guess you’ll never know how I love you But I do.

(The dark steamer and coach and the truck from the race rolled in. They looked around, saw Pearl and started towards her. He still wore his helmet; he had come directly from the racetrack. Pearl looked up hopefully; but it was just that steamer, Dustin and Dinah. The one who had saved her, and probably lost because of it.

The steamer: I saw you, I saw you, And time stood still. Won't rest until You’re mine. Someday soon, someday soon. I’ll end the chase. We’ll win the race. I wish you could see. How much I discovered. How much I still care. I see you when you’re looking lonely And I hope that everything’s alright. You think that nobody will love you, But I do. And I’m wondering if you feel the same way. But I’ll never get the chance to ask. I guess you’ll never know how I love you But I do.

Pearl: So who won the race?

The steamer: I did, I... I think...

Pearl:	And who are you? (She pushed back his hair and brushed the dust from the race off his face, and stared into his eyes, filled with concern for her. She gasped) Rusty? (she mouthed hardly daring to hope. He smiled and whistled softly.) Rusty it is you! (she cried, throwing her arms around him, and she was sorry, for everything. He hugged her back, he forgave her.)

Rusty And Pearl: It’s so obvious. How good you made me feel.It’s so obvious. That we should make this real. I see you when you’re looking lonely and I hope that everything’s alright. You think that nobody will love you, But I do. And I’m wondering if you feel the same way. But I’ll never get the chance to ask. I guess you’ll never know how I love you, But I do. I see you when you’re looking lonely And I hope that everything’s alright. You think that nobody will love you, But I do. And I’m wondering if you feel the same way. But I’ll never get the chance to ask. I guess you’ll never know how I love you.

Rusty: But I do.

Pearl: But I do.

Rusty: But I do.

Pearl: But I do.

Rusty And Pearl: I guess you’ll never know how I love you. But I do!

(They went into each other's arms and kissed.)

Part 27: Long Live Rusty King of the Track
(At that moment the long train pulled into the freight yard from the side of the hill.)

All: Long live Rusty, king of the Track! Long live Rusty, King of the Track!

(Rusty and Pearl looked up as the train circled around the yard. Rusty had won! Pearl thought, she grinned and hugged him again. Electra had collapsed and lay on his back, motionless. Greaseball made it a little further around the yard before he also fell. Rusty turned to see Poppa and Momma. He grinned and gave Dustin a hug. Poppa rolled over to Pearl, took her hands and smiled.)

Control: Lap of honor cancelled. Lap of honor cancelled. Engines must obey Control!

(Rusty looked up and shrugged and returned to Pearl. Joule, who was near Caboose and Electra, reached down and took their hands, trying to pull Electra up, without much success. Greaseball lost his balance and fell. He rolled over and tried to push himself up. Dinah gasped when she saw Greaseball.)

Dinah: Greaseball, you're hurt!

(She dropped to her knees and pounced on him, effectively tackling him. Greaseball groaned as he was pushed down again.)

Greaseball: No Dinah, please don't cry.(he begged, from his facedown position. He pushed himself up again and rolled over to face her.) I'm washed up, I'm finished, but gee, Dinah, I - I don't know how to tell it.

Dinah: Come on Greaseball, you can spell it.

Greaseball: Okay Dinah, I'm S.O.R.R.R.Y.

(He hazarded a glance up at her. She still had tears in her eyes but she was smiling. She was smiling. He smiled back and relaxed into her arms. He didn't know what would happen to him, or them, but they were together.)

Poppa: You could be converted.

(He looked down at Greaseball and cleared his throat. Dinah put a hand on Greaseball's chin and lifted his head up and out of where it had been buried in her chest.)

Greaseball: What d'you mean?

Poppa: Rebuilt, with a new and better form of power.

(Electra sat up and reached toward Poppa.)

Electra: You think I could be converted to steam?

Poppa: Sure could - and with steam, you'd be under your own control!

(He looked at Belle and Momma meaningfully.)

Control: Engines must obey control! Engines must obey control! Do what you're told!

All: Shut it, Control!

Part 28: Light at the End of the Tunnel
Poppa: Diesel is for unbelievers. (The entire group cheered. Greaseball made a face.) Electricity (Behind him, Electra started to smile.) is wrong (Electra's smile faded. Greaseball pointed to Electra and laughed.) Steam has got the power That'll pull you along! (Rusty grinned at Pearl and the entire group moved back further into the yard.) There's a light at the end of the tunnel. There's a light at the end of the tunnel. The inside might be as black as the night.

All: There's a light at the end of the tunnel. There's a light at the end of the tunnel. The inside might be as black as the night. But at the end of the tunnel there's a light.

Girls: there's a light.

Poppa: It's the power of James Watt, the steaming Scot.

Momma And Belle: The man who watched the pot "hey I've got a brilliant plot, when that steam is hot it seems to make a lot of power."

Poppa: It could turn a wheel ...

All: Lots of power ...

Poppa: It could drive it down a track ...

All: Clickety clack, clickety clack...

Poppa: It could drive it with a beat ...

All: Choo-choo-choo...

Momma And Belle: With enough left over for a.

All :Whoo-whoo! (Rusty's whistle rising above.) He saw the light at the end of the tunnel. He saw the light at the end of the tunnel.

Poppa: Thanks James Watt.

All: (Thank you Mr Watt)

Poppa: For watching the pot.

All: He saw a light at the end of the tunnel. He saw a light at the end of the tunnel. The inside might be as black as the night. But at the end of the tunnel. There's a light.

Poppa: There are dark days ahead. When the power goes dead. When the oil runs dry. What can we try?

Momma And Belle: We could use the sunlight.

Poppa: But it don't shine at night.

Momma And Belle: Nuclear fission leaves a nasty emission.

Poppa: Soon the pistons will be humming. Steam will have a second coming!

All: Woo-woo-woo! (They split into five lines and joined together, forming a star.) We see light at the end of the tunnel. We see light at the end of the tunnel. Just dig a hole and haul out the coal. We see light at the end of the tunnel. We see light at the end of the tunnel So let the water boil - Goodbye to oil. At the end of the tunnel. (They broke formation and took off around the tracks in the celebration.) There's a light. We see light at the end of the tunnel. (We see the light) We see light at the end of the tunnel. (We see the light) When the Angel Gabriel blows his magic toot. We see light at the end of the tunnel. (We see the light) We see light at the end of the tunnel. (We see the light) (Everyone returned to the yard.) We see the distant gleam that tells you it's steam. At the end of the tunnel there's a light. Starlight!

Part 29: I Do(Reprise)
Pearl: I saw you, I saw you And my world changed. I played a game It’s true.

Rusty: Someday soon, someday soon. I’ll end the chase. We’ll win the race. I wish you could see. How much I discovered.

Rusty And Pearl: I guess you’ll never know how I love you, But I do. I see you when you’re looking lonely And I hope that everything’s alright. You think that nobody will love you, But I do. And I’m wondering if you feel the same way. But I’ll never get the chance to ask. I guess you’ll never know how I love you.

Rusty: But I do.

Pearl: But I do.

Rusty: But I do.

Pearl: But I do.

Rusty And Pearl: I guess you’ll never know how I love you. But I do!

Part 30: Megamix/Finale
Poppa: There's a light at the end of the tunnel. There's a light at the end of the tunnel. The inside might be as black as the night. But at the end of the tunnel there's a light.

Greaseball, Gang And National Engines: I'm just the fastest thing you'll ever see. That streak of lightning you just missed was me. Don't stop now - we gotta keep it going all night.

Coaches: Got style, got grace,Got a smile on my face And a heart that is built for devotion. But a girl can't get. What a girl's gotta get. Unless she's got A whole lotta locomotion.

All: Woo-woo, woo-woo - Nobody can do it like a steam train. Woo-woo, woo-woo - Everybody's waiting for their dream train.

Freights: Freight is great. Freight is great We carry weight. Cause we are freight. And freight is Great!

All: There's a light at the end of the tunnel. There's a light at the end of the tunnel.

Electra And Components: AC / DC is okay by me. I can switch and change my frequency.

Greaseball, Gang And Coaches: See me hustle, Feel my muscle, Pumping Iron. Trying to build my body, Trying to lose my mind.

All: There's a light at the end of the tunnel. There's a light at the end of the tunnel.

Hip Hoppers: What time is it? It's race time! What time is it? It's race time! What time is it? It's race time! Check It Out, Boys!

All: The sound's too loud. And the light's too bright. My chains are too heavy, and my pants are too tight. One Rock 'n' Roll too many. Takes its toll... out of you.

Poppa And Momma: Oh the first line of the blues is always sung a second time (oh yeah?) First line of the blues is always sung a second time (kinda smooth!) So by the time you get to the third line. You've had time to think up a rhyme. Oh there ain't no law that says the third line has to be different at all.

All: Crazy - can you believe him? He's crazy - love him or leave him He's crazy, goin' crazy, goin' crazy!

Rusty: You know I'm crazy! yeah!

All: Crazy - can you believe him? He's crazy - love him or leave him He's crazy, goin' crazy, goin' crazy!

Rusty And Pearl: I see you when you’re looking lonely and I hope that everything’s alright. You think that nobody will love you, But I do. And I’m wondering if you feel the same way. But I’ll never get the chance to ask. I guess you’ll never know how I love you, But I do.

Poppa: Soon the pistons will be humming. Steam will have a second coming!

All: Woo-woo-woo! (Trax: They do a flip up the bowl, before returning to the centre front and bowing and often giving each other high fives. Gang: They stand in the middle and bow, showing their muscle.) We see light at the end of the tunnel.(National Engines (l-to-r: Bobo and Coco, Hashimoto and Nintendo, Espresso and Pendelino, Weltschaft and Ruhrgold, Turnov and Vladimir,the Prince of Wales And Brexit): They stand in the middle and bow, showing their muscle.) We see light at the end of the tunnel.(Components (l-to-r: Killerwatt, Wrench, Krupp, Joule, Volta, Purse): They stand in the middle, bow and give a quick pose) Just dig a hole and haul out the coal.(Hoppers 2, 1, 3: They stand in the middle and bow, as well as doing some "cool" hand-movements.) We see light at the end of the tunnel. We see light at the end of the tunnel.((l-to-r: Flat-Top, Red Caboose, Dustin): They stand in the middle, Caboose first "asks" Flat-Top, then Dustin, to bow, before doing so himself or saluting) So let the water boil - Goodbye to oil. At the end of the tunnel. ((l-to-r: Ashley, Duvay, Tassita Buffy, Carrie): They stand in the middle, doing a curtsy and blowing a kiss to the audience) There's a light. We see light at the end of the tunnel. We see light at the end of the tunnel. (Electra: He comes to the middle and does a pirouette and "recharging" or bowing.) When the Angel Gabriel blows his magic toot. We see light at the end of the tunnel.(Greaseball and Dinah: Greaseball signals for Dinah's ladylike bow, then bows with a flex, slicks his hair back or poses. They both then blow kisses to each other.) We see light at the end of the tunnel. (Momma, Poppa, Belle: They stands in the middle and waves and bows.) We see the distant gleam that tells you it's steam.(Rusty and Pearl: They stand in the middle, Rusty gives the spotlight to Pearl, who bows or does a curtsy, before returning the favour.) At the end of the tunnel there's a light. Starlight!