Matt and Tanya see Schemer wheeling a handcart into the arcade and ask him what he's doing. He says that he is getting rid of the large soccer game machine, calling it a piece of junk. The kids ask him what's wrong with it and Schemer replies that no one wants to spend their money playing an old machine. Schemer strains his shoulder as he tries to lift the machine with the cart. He gives up trying and vows to the machine that he'll be back for it. He leaves the station rubbing his sore shoulder.
At the information booth, Harry is speaking to someone on the telephone and telling them that they can stay with him as long as they like. Harry is in a good mood when the call ends, and tells the kids that his good friend Nathaniel Kaz, known as Nat, is coming to Shining Time for a visit. He then tells Matt and Tanya that he's off to the general store to pick up a present for Nat.
The kids wander over to the ticket counter and ask Stacy if she knows Nat, but she confesses that she doesn't. Matt wonders if Nat is old like Harry. Stacy, bemused by his statement, says that would depend on what they consider "old" to be. Tanya states that 12 is old which makes Stacy ask what age that would make her. Tanya guesses 60, then 70, leaving Stacy both surprised and amused by her guesses. Tanya then asks her what her age is, and Stacy mimics her grandmother as she replies "you're as old as your tongue and a little older than your teeth". The children giggle and Stacy adds that you are only as old as you feel. Matt wonders what that means and Stacy further explains that you may look old on the outside, but still feel young on the inside. The phone rings and Stacy takes the call with the person on the other line asking if they can send a package on the next train to Turley. She sends the kids to keep a lookout for Harry's friend.
Later, the children are in the Lost and Found where Tanya finds and tries on an old hat and shawl. Matt finds what he thinks is some kind of picture machine. It's actually an antique stereoscope that allows a viewer to see a pair of photos in 3-D. Matt takes a look and sees a cartoon still of an elderly couple sitting in front of a fireplace. The picture Matt sees suddenly becomes an animated music video playing "In the Good Old Summer Time". Matt is stunned by what he just saw. Mr. Conductor appears and Matt realizes It was his Magic. Mr. Conductor tells Matt he hopes he liked the show, then asks Tanya about what she's wearing. When Tanya replies that it's just some old junk, Mr. Conductor reminds her that some of these old things are beautiful, have style, charm, personality and history. He tells the story about how the railway thought Toby the Tram Engine was too old and no longer useful.
Afterward, Tanya asks what was in the letter that Toby's Driver received at the end of the story. Mr. Conductor hopes that it's good news for Toby and Henrietta, and goes off to find out. The kids also wish for the same just as a train arrives. Matt finds and wears an old top hat and jacket and joins Tanya as they wait for Nat to enter the station.
The kids are disappointed when no one gets off, and hope Nat is still coming to visit. Stacy comes and tells the kids that Nat will likely be on the next train. She muses that the expression "older, but wiser" is true and Tanya agrees saying that is why her grandpa knows the answer to so many things. Stacy leads them to The Picture Machine where they watch a music video about what can be learned from older people.
Harry returns from his errand, wheeling in a cardboard box which has Nat's present into his workshop. The kids wonder what's in the box. Harry says that it's a surprise and shares his memories of when he and Nat rode the footplate of their favorite engine, the Rainbow Tiger, which was retired to a railroad museum where it was later restored for excursion service. Harry says that even if things are very old, they can still have plenty of life in them. Still reminiscing, he sends the kids off to play, saying he has some work to do. The kids wonder what's in the box and Matt thinks it's a toy. Tanya says that old people don't play with toys and Matt suggests that they might if they feel young. Mr. Conductor appears and Tanya tells him about the memories Harry shared with them of Nat. Mr. Conductor begins to sing a few bars of the song "Memories", and suggests that memories are wonderful as they let you experience a good time over and over again. He adds that things often have memories attached to them, making Matt and Tanya think that the clothes themselves have memories of the places the people who wore them went to. When Schemer is heard talking in the distance, Mr. Conductor disappears.
Schemer then puts a “TRASH” sign on the soccer game. Matt tries to reason with him that just because a machine is old, it doesn't mean that it needs to be thrown out. Schemer informs them that if they want to get ahead in the world, that they have to change with the times. He shows them a poster depicting a space scene with words that read “Hi-Tech Space Video Game”.
After Schemer leaves, Mr. Conductor reappears. He excitedly tells the kids that he can now share what happened to Toby and Henrietta, and tells them how Thomas getting in trouble with a policeman led to Toby and Henrietta being rescued.
After the tale, Mr. Conductor vanishes just as Stacy calls out with some good news that the next train will soon be arriving. She suggests playing some music on the jukebox to help the train to speed along. The Jukebox Puppet Band then plays “The Train is a Comin”.
The train finally arrives at the station and Nat makes his entrance. Harry is and Nat are happy to see each other and Harry presents Nat with his gift. Nat removes the cardboard cover and is pleasantly surprised by what he describes as a magic block of clay. The kids don't see anything special about it and Nat explains that just about anything they want can be found in that block of clay. Nat begins to work the clay into two sculptures for the kids: for Matt, a Pony with Matt riding it, for Tanya one of her head, as Harry beams with pleasure and the kids watch in awe.
Meanwhile Schemer is killing time by playing with his coin changer, which he polishes with his tie. A well-dressed man with an English accent comes into the arcade asking if the old soccer game is broken. Schemer replies that it's not, but it's a piece of junk that has outlived its time. The man is unimpressed and says that he can play the new games anywhere. He adds that he comes to Shining Time Station for the old machines as they are the fun ones. The man asks if Schemer was really going to throw the old machine away, and Schemer awkwardly replies that it was originally part of his plan. After a lengthy conversation, Schemer tells him that he'll put the game back in service just for him, and rips up the trash sign.
The kids arrive and the man asks if they'd like to play the game with him, to which they say yes. They are having fun when Schemer asks if they need a fourth player and is allowed to join them. Stacy answers the telephone as the players shout and laugh. Stacy confirms the caller's question that the train bound for Turley stops at the station three times a day. Stacy momentarily ducks into the workshop with the phone where it's quieter and asks the caller to repeat what they said as she witnesses Nat presenting a sculpture of a man and woman dancing to Harry.
- Mr. Conductor
- Stacy Jones
- Harry Cupper
- Matthew Jones
- Tanya Cupper
- Nathaniel Kaz
- Thomas (mentioned)
- Toby (mentioned)
- Henrietta (mentioned)
While Sir Topham Hatt was on Holiday he met a nice tram engine named Toby. His grand kids had a lot of fun riding around in his coach Henrietta. They are Henrietta’s first passengers in a long time because Toby has all but been put out of business by the trucks. Eventually Toby’s railway had to close. Fortunately for Toby, Sir Topham Hatt has plans for him.
Thomas gets in trouble with a new policeman. He is labeled a regular law breaker for running near public roads without side plates and a cow catcher. Thomas is afraid the others will laugh at him. Sir Topham Hatt gets the idea to bring Toby to his Railway. Toby is a tram engine that does have side plates and a cow catcher.
Jukebox Band Song Segment
- Train Is A-Coming
Cartoons and Songs
- The black coat and top hat Matt wears is similar to the one worn by Sir Topham Hatt in Thomas the Tank Engine and Friends.
- We learn that a now-retired steam engine once ran the Indian Valley Railroad Line: The "Rainbow Tiger", who was Harry and his friend Nat's favorite to ride on the footplate.
- Mr. Conductor sings a few bars of the 1915 song "Memories" by Eggbert Van Alstyne with lyrics by Gus Khan.
- Gordon Gould guest stars as the passenger in the arcade. He is most renowned for his voice acting, notably on CBS Radio Mystery Theater in the mid-1970's, appearing in more than 60 episodes. He also voiced Maximilian Veers in an audio adaptation of The Empire Strikes Back in the 1980's.
- Nathaniel Kaz was a renowned sculptor in the New York area and the last surviving member of the Sculptor's Guild when he passed away at the age of 93 on December 13, 2010. Nathaniel's wife, Delphina, recalled that Nathaniel did not want to follow a script for his scenes in this episode, choosing instead to ad-lib his dialogue.
- The shot of Schemer combing his hair and flipping the comb in his hand as he tells the children "a sloppy place means sloppy business" was used for Schemer's character oval in the original Season 1 "clip show" opening sequence.
- We learn that a train to Turley stops at Shining Time Station three times a day.
- The antique stereoscope that Matt finds is similar to a Sears Stereographoscope sold at the beginning of the 20th century. The one Matt is holding is visibly missing its lenses, however.
- In the scene where Harry is talking to his old friend Nat about visiting the station, the telephone voice is actually a sped-up version of T.S. Elliot reading a few lines from his poem "The Naming of Cats".
- Schemer: Around here if you don't pull your weight, boom! Into the trash you go!
- Tanya: What was in the letter?
- Mr. Conductor: I don't know yet, but for Toby and Henrietta's sake, I hope it's good news. I'm off to find out.
- Matt: I hope it's good news, I like Toby and Henrietta.
- Tanya: Me too.