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Spencer tells Bowser, Scooter McNutty, Scar McNutty, Spamcan and D199 to get Lillie's contract.
- Spencer (from Thomas & Friends) as Captain Zero
- Bowser (from Mario) as Zorran
- Scooter McNutty as Zebedee (Non-Speaking Role)
- Scar McNutty (a made-up Barney character) as Zak
- Spamcan (from The RWS) as Zip
- D199 (a made-up diesel, from Thomas & Friends) as Zug (Non-Speaking Role)
- Thomas (Narrating): Our biggest rival in those days was Spencer the Steamliner Engine. With his villains, he was always looking for ways to get further ahead.
- Spencer: Now listen to me, and listen good! The School Fleet are about to get the Visitor contract, and I'm not happy!
- Bowser: We're not smiling, Spencer!
- Spencer: I'm glad you don't find it funny, Bowser. Now I want that contract, and you are going to get it for me!
- Spamcan: But how? I thought that...
- Spencer: I don't expect you to think! You're a team, the best, the better-looking, more powerful, and dare I say, more devious.
- Scar McNutty: I like that bit about better looking!
- Spamcan: Yes, but what's devious?
- Spencer: What's devious is what's necessary to make an honest living in these days of corruption and bad business ethics! Now get the lead out and get Lilllie's contract, there's no time to lose!
- Bowser: No problem, that bunch of claptrap workers are gonna find they missed Lillie or my name's not Bowser Koopa.
- Spamcan: But it is Bowser Koopa, isn't it?