The film begins with Mr. Conductor introducing Thomas and Sodor.
Gordon complains to Thomas, who is late. Thomas retorts that Gordon is being bossy and says that he has to find Mr. Conductor, who is looking after the North Western Railway while Sir Topham Hatt is taking a holiday. Gordon claims Mr. Conductor isn't needed, but changes his mind after Diesel 10 speeds by.
Thomas is later talking to James at Tidmouth Sheds when Diesel 10 shows up and voices his plan to destroy a lost engine and thus the remaining steam engines. James is confused, but Thomas is worried and goes to find Mr. Conductor.
After seeing Billy Twofeathers' map and noticing some strange lines on it, Patch heads off to Muffle Mountain to see Burnett Stone.
There's something on Muffle Mountain, a secret that Burnett only shared with his childhood friend and future wife Tasha: he promised he would drive an engine and take her with him. When Patch sees the engine, Burnett reveals the engine's past - her name is Lady, and she has been sealed inside Muffle Mountain since Diesel 10 nearly destroyed her long ago. Burnett has fixed her up, but still needs coal.
Diesel 10 tells his cronies Splatter and Dodge of his plan. The two bumbling diesels report that Mr. Conductor is coming to Sodor, so Diesel 10 decides to destroy him too.
Mr. Conductor prepares to leave Shining Time. Despite difficulty with his gold dust, he soon meets Thomas on Sodor. Thomas reports on Diesel 10; Mr. Conductor decides to use his gold dust to keep Diesel 10 in order.
Burnett looks at a painting of Lady and starts to have doubts in his belief of magic due to his failure to guard her. Meanwhile, far away, Burnett's granddaughter Lily prepares to visit him.
Thomas, James and Gordon begin arguing about who should have taken Mr. Conductor, unaware Splatter and Dodge are spying on them. Splatter and Dodge tease Thomas, until Harold flies by, spreading dust over all three.
At Knapford, Mr. Conductor reads the note Sir Topham Hatt left him. After trying on his top hat (and returning it after he notices the portrait of the Controller appears angry) he receives a phone call from Sir Topham Hatt and receives his instructions.
That night, Diesel 10 creeps up and demolishes the side of the Tidmouth Sheds with his powerful claw. Mr. Conductor reprimands Diesel 10, but then he discovers that he has run out of gold dust. Diesel 10, delighted, tries to convince Mr. Conductor of the lost engine's whereabouts, but Mr. Conductor frightens Diesel 10 away with a bag of sugar. Mr. Conductor voices his concern about his gold dust, but tells the engines to go back to sleep.
Mr. Conductor later has a nightmare of Shining Time in ruins, and realizes that his universe is in danger and that he needs more gold dust.
The next morning, Mutt goes to Lily's hometown with Billy, as he knows that Lily can help Mr. Conductor, but only if she meets someone special at Shining Time first. To reach that end, he directs her onto the wrong train.
Mr. Conductor goes to the windmill in search of more gold dust, but gets lost. Meanwhile, the engines gather for a meeting. Bertie passes by and tells them to smile, but all have their individual concerns. Thomas heads off to look for Mr. Conductor.
Mr. Conductor tries a carrot and a stick of celery to make him think properly, and has the idea of calling his beach-loving cousin Junior, who has used up most of his gold dust too. He tells Junior to go to Shining Time and get his emergency whistle, then go to Sodor, and warns him not to talk to anyone about the buffers. Before he can say anything else, the line goes dead.
Lily arrives at Shining Time and Mutt barks at her to get off the train. Lily finds the station empty and meets Junior. After a talk, Lily picks up the gold dust Junior leaves behind. At Sodor, Mr. Conductor is sleeping by a bush when he has another nightmare, and wakes up hearing Thomas calling his name. Mr. Conductor tries to reply, but Thomas can't hear him.
Lily meets Stacy, who takes her to Burnett. That night, Burnett and Lily hear Lady's whistle coming from the mountains; Patch, who is outside with his horse, hears it too.
Thomas and Percy talk about Mr. Conductor and conclude that he travels to Sodor on a magic railroad. Diesel 10 overhears them and goes to the scrapyards to tell Splatter and Dodge his plan. Toby interrupts them by ringing his bell; Diesel 10, trying to catch him, causes the shed to crash down on him, Splatter and Dodge.
Thomas finds Henry with a bad cold and offers to get some Welsh coal to make him better, but while collecting them fails to notice the sixth truck bouncing away into some magic buffers. Bertie passes and greets Thomas and his five trucks; Thomas is confused.
Thomas tells Percy about the missing truck, and they realize that the buffers where the truck disappeared are the buffers leading to the Magic Railroad. Thomas tells Percy to guard the buffers while he goes to find Mr. Conductor.
Meanwhile, Mr. Conductor is wandering aimlessly when Diesel 10 appears. Mr Conductor is captured by Diesel 10's claw and is dangled over the Cronk viaduct. Diesel 10 reveals he knows about the buffers, and threatens to drop Mr. Conductor if he doesn't reveal their whereabouts. Mr. Conductor cuts a tube to Diesel 10's claw, catapulting him to the windmill. There, he sees the words "Stoke up the magic in the mountain and the Lady will smile, then watch the swirls that spin so well".
Lily is introduced to Patch, who offers her a horse ride to Shining Time. There she meets Junior again, who takes her to Sodor via the magic buffers. They meet Thomas, who agrees to help, and together they find Mr. Conductor at the windmill. Mr. Conductor tells Junior about his clue to the gold dust, and Lily is introduced to Mr. Conductor. Junior then climbs onto the sail, and is flung onto Diesel 10.
That night, Percy finds Splatter and Dodge at the magic buffers and races to warn Thomas.
Mr. Conductor and Lily camp out with Thomas. After a conversation, they realize that Burnett may hold the key to the clue of the gold dust.
Burnett reveals to Patch that Lady is magic and they realise that the railroad is vanishing.
Thomas and Percy decide they must get Lily back to Muffle Mountain before Diesel 10 destroys the magic railroad, and Thomas and Lily set off. While journeying through the magic railroad, they discover the missing truck. Lily, realising the connection between the truck and the clue, asks Thomas to collect the truck. They soon arrive on Muffle Mountain. Lily leaves to find Burnett, but a gust of wind blows Thomas down the hill and back into the magic railroad through a mysterious portal at the bottom.
Lily finds Patch, who takes her to Burnett's workshop. Lily figures out only Welsh coal can make Lady steam, so she sends Patch to collect the coal from the truck.
Diesel 10, with Junior still on his back, races into the Smelters where he encounters James. Junior tries to whistle both of them out, only to discover that he, too, is out of gold dust. Diesel 10 tries to force the two into a melting pit, but Junior uses the last of his extra gold dust to teleport himself and James away. The two arrive near the buffers, where Mr. Conductor is there waiting. Mr. Conductor and Junior, both out of gold dust, refuse to give up hope.
By now Burnett Stone has finally got Lady to steam, and along with Lily, Patch and Mutt, they set off into the magic railroad. The magic railroad, receiving energy from Lady, comes back to life, while Lady's face appears. The team encounter Thomas before appearing on Sodor, where they reunite with the two conductors.
Diesel 10 starts to give chase, but Splatter and Dodge, fed up with Diesel 10's ways, abandon him. Thomas offers to help Lady, with Burnett driving Lady. Mr. Conductor warns them about the collapsing viaduct. Just as the engines run away, the conductors realize that Lady is part of the clue to the gold dust.
The chase finally approaches the viaduct. As Lady and Burnett pass the viaduct begins to collapse. Thomas manages to jump through the gap, but Diesel 10 can't stop in time and falls off into a sludge barge (he looks on the bright side by saying it's a nice time of the year for a cruise).
Thomas, Lady and Burnett return, where they and the rest of the team work out on the answer to the riddle. Lily mixes water from the well with golden shavings from the magic railroad, and tosses them into the air, where they form into gold dust. The conductors, delighted, re-supply their whistles, while Thomas thanks Lady.
Patch and Mutt go to look around, while Junior gives Lily some gold dust. Junior tells Mr. Conductor that he wants to work now, so Mr. Conductor gives him his hat and sends him to a railroad with "palm trees and sunny spells". After Junior leaves, Sir Topham Hatt calls and says that he is on his way back, so Mr. Conductor sets off to welcome him. Lily offers her gold dust to Burnett, who sprinkles it on her bluebird toy and whispers that they will "always remember their Shining Time together".
With Lady and the Magic Railroad back to life, Shining Time is restored to its former glory. Thomas happily puffs into the sunset, and the end credits roll.
Problems and Changes
The perceived laziness in the plot was due to a major villain in the movie named P. T. Boomer being cut from the movie. His cut was due to test audiences complaining that he was too scary. Thus any traces left by Boomer in the movie were left unexplained. In some scenes Boomer can even be spotted. Despite being cut, Boomer strangely was left unedited out of one of the trailers, showing him fall off of Diesel 10 on the collapsing viaduct. The official TATMR website also had images and information regarding the character before being cut.
Many news articles before the movie's released announced that an Isle of Man Cab Driver/Fireman named John Bellis was selected to be the voice of Thomas. He was cut from the cast after test audiences complained of his Liverpudlian tone making Thomas sound too old. He was replaced by Edward Glen afterwords.
One theatrical trailer depicted Diesel 10 with a thick gravelly upper class British accent. This was revealed to be provided by Australian voice actor, Keith Scott. He was replaced after test audiences feared his voice would be too scary. He was replaced by Neil Crone, who gave Diesel 10 a Russian accent, though this was too forced to be replaced after the audiences found it "offensive". So Crone recorded them in a somewhat New Jersey accent.
James and Percy were originally intended to be voiced by the show's British narrator, Michael Angelis. The test audiences as well found his voice unsuitable for them. Susan Roman and Linda Ballantyne replaced Angelis for James and Percy respectively.
Original scripts indicate that George and Cranky were intended to be in the film. George had a major role in the movie, doing most of Diesel 10's bidding. His model was never taken across for filming. Cranky had a small non-speaking role. He dropped his load of fruit over Dodge, Splatter, and Percy and dropped his load of oil all over Diesel 10. His model was indeed brought over but was cut during filming, indicated as his crane leg can be seen in Knapford yards as Diesel 10 leaves. It was mainly intended as set dressing.
- Annie and Clarabel
- Mr. Conductor
- Stacy Jones
- Billy Twofeathers
- Henrietta (cameo)
- Cranky (cameo)
- Butch (cameo)
- Sir Topham Hatt (not seen)
- Lady Hatt (mentioned; portrait cameo)
- George (cut from movie)
- Mr. Conductor, Junior
- Lily Stone
- Burnett Stone
- Mrs. Stone
- Diesel 10
- Splatter and Dodge
- Tasha Stone (voiceover as a child)
- P. T. Boomer (cut from movie, but appears on Diesel 10's roof during the chase scene)
- Alec Baldwin as Mr. Conductor/Narrator
- Cody McMains as Patch
- Russell Means as Billy Twofeathers
- Peter Fonda as Burnett Stone
- Didi Conn as Stacy Jones
- Mara Wilson as Lily
- Michael E. Rodgers as Junior
- Lori Hallier as Mrs. Stone
- Shelley-Elizabeth Skinner as a customer (uncredited)
- Keith W. Strandberg as a passenger (uncredited)
- Hugo Murray as gold fish boy (uncredited)
- Doug Lennox as P.T. Boomer (uncredited)
- Edward Glen as Thomas
- Neil Crone as Gordon, Diesel 10, Splatter and Tumbleweed
- Colm Feore as Toby
- Linda Ballantyne as Percy
- Kevin Frank as Henry, Dodge, Bertie and Harold
- Susan Roman as James
- Shelley-Elizabeth Skinner as Annie and Clarabel
- Britt Allcroft as Lady
- Jared Wall as young Burnett
- Laura Bower as young Tasha Stone
Original Voice Cast
- John Bellis as Thomas
- Michael Angelis as James and Percy
- Keith Scott as Diesel 10
- Patrick Breen as Splatter and Dodge
- Kevin Frank as Henry, Bertie and Harold
- Neil Crone as Gordon
- Colm Feore as Toby
- Shining Time Station
- Shining Time
- Muffle Mountain
- Big City
- The Magic Railroad
- Tidmouth Sheds
- Sodor Ironworks
- Bulgy's Bridge
- Pelican Falls (mentioned)
- Lucy's Leap (mentioned)
- Really Useful Engine
- Shining Time
- Some Things Never Leave You
- I Know How the Moon Must Feel
- Summer Sunday
- The Locomotion
- Old MacDiesel
- I've Been Working on the Railroad
- In the original script, Cranky was to have a larger role and George was to appear as one of Diesel 10's helpers.
- Edward was never in any script for the movie; According to Phil Fehrle, there wasn't enough screen time and opportunity to utilise him in a way to add any real value to the film.
- In Sir Topham Hatt's office are photos of James, Thomas, and Henry on the wall from Time for Trouble,Thomas, Percy and Old Slowcoach, and Tender Engines.
- People that worked on the original series also worked on this movie, namely, David Mitton (as model unit creative consultant), David Eves (as model SFX supervisor), Steve Asquith (as model supervisor), and Terence Permane (as director of photography for the models section).
- John Bellis, the original voice of Thomas, is credited as "transportation co-ordinator".
- In one of the trailers, P.T. Boomer can be seen falling off of Diesel 10 at the viaduct, a rod can be seen connected to Thomas' coupler, and Thomas and Diesel 10 have different voices.
- Phil Fehrle and Shelley-Elizabeth Skinner make cameos in this movie.
- Throughout the movie, posters of Sir Topham Hatt saying "Sir Topham needs you" are seen.
- Britt Allcroft later on was given lines to voice Lady to help smooth over the cuts from the movie.
- This is the third time a member of the Conductor Family loses his gold dust, the other times are in Mr. Conductor's Fourth of July and One of the Family.
- The locomotive that played the Rainbow Sun is the Strasburg Railroad No. 475.
- Didi Conn is the only actress to reprise her role from Shining Time Station.
- After Diesel 10 races past Gordon and Thomas, a pencil can be seen in the bushes on the right of the screen.
- Toby sounds and looks happy when he says "And if he finds her, I fear that will destroy us all."
- After Lily calls Thomas a 'really useful engine' the coal truck he is pulling disappears.
- When Thomas and Diesel 10 leave Tidmouth Sheds, the end of the set can be seen.
- Thomas' cab doors are shown in closeups of his cab, but not in any of the full shots.
- In the chase sequence, when Diesel 10 races into the tunnel, P. T. Boomer can be seen on his roof despite him being cut from the film.
- For most of the movie Clarabel is facing the wrong way.
- At the end of the film, the credits show Bertie and Harold under the voice cast for the trains.
- All of the Sodor locomotives seem to be able to run under their own power, yet Lady cannot.
- When, Thomas, James, and Diesel 10 are at Tidmouth Sheds, a truck in a shed continuously disappears and reappears.
- When Diesel 10 is getting covered in coal, Henry is seen puffing backwards next to Gordon, however, in the next scene, Henry is near Splatter and Dodge.
- Although human actors are used throughout the film, Bertie is shown with a model human in his cab.
- In the original Shining Time Station series, the station was red. But in this movie, the station is yellow.
- When Juinor climbs into Thomas' cab, the top of the blue sky backdrop can be seen.
- Diesel 10 is smiling when he's hanging from the viaduct.
- When Diesel 10 says "Coming, puffball!" Thomas and Lady are smiling.
- Splatter: Uh, so boss...
- Dodge: How come you let Twinkletoes escape?
- Splodge: Yeah?
- Diesel 10: Oh, that. Well, I did it on... purpose, y'know. I... was... testing him to see if he could escape.
- Splatter: Liar, liar.
- Dodge: Pants on fire.
- Splatter: Does he wear pants?
- Dodge: Well, training pants.
- Splatter: Oh, yeah.
- Diesel 10: All right! Playtime's over, Splodge!
- Splodge: Uh-oh.
- Diesel 10: Now it's time for the next lesson, huh?! I call it "How to Stop Being Stupid".
- (Diesel 10 uses Pinchy to hit the coal chute, pouring coal all over him. James, Henry and Gordon laugh)
- Diesel 10: Uh, now that's gonna ruin my facial.
- (Splodge groans)
- Splatter: Hey hey! Just watch what happens to that blue puffball...
- Dodge: ...when Harold the "flopper-chopper" flies past here!
- Splatter: Right!
- Harold: Routine fly-by, chaps! Hello!
- Splatter: The boss dumped sneezing powder everywhere!
- Dodge: Let's start laughing now!
- (Splodge laugh as Harold descends, causing Thomas, Splatter and Dodge to be covered in powder)
- Harold: Sorry, fellas! Bit of a dust up! Love to stay and clean up. Got to go! Bye now!
- Splatter: Uh, did you mean to look like that?
- Dodge: Uh, no.
- Splatter: Uh, neither did I.
- Splatter: What are you gonna do?
- Dodge: Oh yeah, yeah. That's a good question.
- Diesel 10: It's time to finally put Twinkletoes' lights out.
- Splodge: Oh, oh.
- Diesel 10: This is a job for the boss!
- (Pinchy opens and shuts)
- Toby: I've got to delay him. I've got to distract him. Hmm, hmm.
- (Toby rings his bell)
- Diesel 10: It's the old teapot! Smash him!
- (Pinchy knocks against the shed beams, knocking them down and trapping Diesel 10, Splatter, and Dodge. Pinchy then breaks through the collapsed roof)
- Diesel 10: Pinchy, get back here! Pinchy, don't make me come up there! I hate it when you do this, Pinchy!
- Toby: Good show!
- Splatter: Uh, boss...
- Dodge: Did you mean to let the roof fall in?
- Splatter: Yeah, all the way in?
- Diesel 10: I always mean what I do, you rattle traps.
- Junior: Thomas! Now, don't look so surprised. I haven't seen you since -
- Thomas: - You stuffed party poppers down my funnel!
- Junior: Hey, we had a laugh.
- Thomas: You did.
- Diesel 10: Aha, there's the blue puffball! And look who he's with! Splodge, come and destroy!
- Splatter: No, no, you do it yourself!
- Dodge: We don't like you.
- Splatter: Yeah we mean that.
- Dodge: Emphatically.
- Splatter: Yeah, what does that mean?
- Dodge: I have no idea.
- Splatter: It's a good word.
- Diesel 10, upon landing in the sludge barge.
- Diesel 10: Oh well, nice time of the year for a cruise.
- Thomas: Lady, you're a really helpful engine.
- Lady: And helping each other brings to life the magic in all of us.