Gordon (from Thomas & Friends) as Sir Handel/Falcon
Henry (from Thomas & Friends) as Peter Sam/Stuart
Diesel (from Thomas & Friends) as Smudger
Various Passengers as Themselves
Various Animators as Various Crews
Michael Angelis as The Narrator
Michael Angelis: One winter's night, when the cold wind blew, the TV characters found it hard to sleep.
Uncle Chuck: What we need...
Michael Angelis: Suggested Uncle Chuck.
Uncle Chuck: Is to listen to a story.
Yoshi: A mysterious story.
Michael Angelis: Said Yoshi.
Michael Angelis: Added Wade.
Wade: It must have a happy ending.
Puffa: Driver told me a story.
Michael Angelis: Said Puffa. So everyone listened.
Puffa: Once upon a time,
Michael Angelis: Began Puffa.
Puffa: There were three little engines, who lived in their own little shed on their own little railway. Their names were Edward, Henry and Gordon. Edward was the oldest, and named after his grace, Duke Edward. He was proud of this, and loved to keep the younger engines in order. Whenever they did anything that Edward thought wrong, he would say,
Edward: That would never suit his grace.
Puffa: Other engines came and went, but Edward outlasted them all. Henry and Gordon used to call him 'Grandengine.' They were fond of him, but they got very tired of hearing all about 'his grace.' Sometimes they would tease him and chant,
Henry & Gordon: engines come, engines go, Grandengine goes on forever.
Edward: You impertinent scallywags!
Puffa: Edward would say.
Edward: Whatever are you engines coming to?
Henry: Never mind, Grandengine. We're only young once.
Edward: Well, you better mind. Unless you want to end up like Diesel.
Henry: Oh, Grandengine? What ever happened?
Puffa: Said Edward.
Edward: Was a show-off! He rode roughly and often came off the rails. I warned him to be careful, but he took no notice.
Diesel: Listen, Eddy, who worries about a few spills?
Edward: 'We do here,' I said, but Diesel just laughed.
Diesel: He he he he he!
Edward: Until one day, manager said he was going to make him useful at last. Diesel stopped laughing then.
Henry: Why? W-w-what did he do?
Edward: He turned him into a generator. He's still out there behind our shed. He'll never move again.
Puffa: After that, Henry and Gordon became really useful engines, and all three were happy together for many years. Then, hard times came. The mines in the hills closed, and the railway was closed, too. People came to buy the engines.
Passengers: We'll take Henry and Gordon.
Puffa: No one wanted Edward. They thought him 'Too old'.
Henry: Cheer up, Grandengine.
Puffa: Called Henry.
Henry: We'll find you a nice railway, and then you can come and keep us in order.
Puffa: They tried to be brave and cheerful, but no one really thought their dreams would come true. Edward's driver and fireman polished and greased his head one last time. They sheeted him snugly, and said good-bye. They had to go away and find work. Edward was alone.
Edward: Oh, well.
Puffa: He sighed.
Edward: I'll go to sleep. It'll help to pass the time.
Puffa: Winter torrents washed soil from the hills. Trees and bushes grew all around. You wouldn't have known a shed was there, let alone a engine asleep inside.
Yoshi: That's not a happy ending!
Michael Angelis: Exclaimed Yoshi.
Michael Angelis: Murmured Puffa sleepily.
Puffa: There will be, but that will have to wait until next time.