Mr. Conductor's Movie is the sixteenth episode in the third season.


Stacy takes a call from J.B. King who asks her to make a new freight schedule to accommodate a train of livestock coming through the valley and stopping at Shining Time Station. Realizing that she doesn't have much time, she joins Billy in his workshop for his help compiling the freight schedule. As passengers come through the station, one man stands out as he glances around, seemingly impressed by what he sees. This draws the attention of Mr. Conductor, who appears briefly to mimic the man's actions a few times before disappearing.

Midge Smoot approaches the stranger out of curiosity and is flattered when he begins paying attention to her. The man surmises that Midge knows everything and everyone in town. Midge replies that she does know everyone, except him. The man introduces himself as Barry Prince, a self-proclaimed famous film director. Midge is enthralled and mentions that she once tried out for the part of Ms. Hannigan in "Annie," and she recites a few lines from the play. Prince reacts by pleading that she not be another actor, and tells Midge that he needs to find someone who works at the station.

Prince notices Felix Perez entering the station, and as Midge makes introductions, the director tells him that he's making a movie and will need Felix's help. Felix is starstruck and asks if he really wants him, but the director counters that he's not so sure; he really wants to capture the atmosphere of the station, the railroad, the "classic American thing" as he puts it. Prince asks Felix what he's doing at the moment, but the bus driver volunteers that he recently played the part of the Tin Manin "The Wizard of Oz," and delivers a few lines from the role. The Director shouts for help in anguish at having encountered yet another actor, and tells Felix that he thought he worked on the trains. Midge reveals that he’s actually a bus driver, but Felix interjects to say that he's primarily an actor and driving a bus is just his hobby. An exasperated Prince informs everyone once again that he's looking for someone who actually works at the station; he's a busy man and is late for a meeting with the mayor of East Shemp. Felix offers to drive him there, while Midge promises to give him a list of people he needs to see such as Stacy and Billy Twofeathers. Prince agrees to see them, but requests that Midge and Felix not tell anyone that he'll be filming a movie. As they leave for the bus, Felix informs Prince that he also once played Linus in "You're a Good Man, Charlie Brown."

As soon as they're gone, Midge begins shouting for Stacy and Billy to come out of the workshop, declaring that Hollywood is calling. Midge breathlessly tells them how she is going to be a star, and that the famous director Barry Prince will be shooting a movie at the station. She then confides to Stacy and Billy that Prince wants to see them for a part in the movie. When Billy asks what the movie is about, Midge can’t describe it as anything but a "classic." Her answer bewilders Billy as he glances around trying to figure out what would be so special about the station. Midge begins complimenting Stacy for being perfect for the movie since she's so young and pretty, and suggests that she can be Midge's understudy! Midge takes her leave and runs off to spread the word, as Stacy becomes excited and asks Billy if he thinks it's true that there will be a movie shoot at the station. They both begin to get caught up in the hype about being in a movie, but come back to reality when a train arrives, reminding them to get back to work updating the freight schedule.

Inside the jukebox, the band members are excited about the movie and they begin planning for an audition that is guaranteed to impress the director. Back in the station, Stacy is practicing making exaggerated facial expressions just as Dan, Becky and Kara arrive. When asked what she is doing, Stacy gives the excuse that she's only testing her new mirror, but Becky thinks that she's practicing for a part in a movie, and Kara asks when the film's movie stars will arrive at the station. Stacy reminds them not to believe every rumor they hear, especially if it comes from Midge Smoot. Dan reveals that his mother thinks she once met a movie director in Barton Winslow's store. The kids admit that they'd all like to be in a movie, and Stacy excites them even more by suggesting that perhaps there will be parts they can try out for. She tells them acting requires a lot of imagination because you need to portray yourself as being real and honest in a make-believe situation. When the kids ask Stacy to show them how, she leads them in a game of pretend.

Stacy applauds their performance just as Mr. Conductor appears dressed up as a movie director with a movie camera. He reveals that with everyone talking about a movie, he thought he'd make one himself. The kids find it neat and Kara asks him what his favorite movie is. Mr. Conductor replies that it’s "The Wizard of Oz," especially the scene where the Munchkins greet Dorothy, adding that he could've played the former part. Kara tells that that her favorite movie is the one she'll be in. The kids become dreamy as they describe how they'll become famous movie stars and move to Hollywood. Mr. Conductor expresses his relief as Stacy tries to reason that they might not get a part in the movie, and if they do, it may just be a very small one. The kids find it cool if Mr. Conductor could be in their movie. The livestock train arrives and Stacy runs off to finish the schedule. Mr. Conductor sternly advises the kids not to count on anything, as it reminds him of what happened to Henry when he became envious about tenders.

After the story Mr. Conductor explains that Henry brought his embarrassment upon himself by becoming excited about the extra tenders before he even knew what they really were, and let himself get carried away. Mr. Conductor vanishes just as Midge returns to the station.

Midge is dressed exotically with a fruit arrangement on her head and a Spanish formal dress. When Stacy asks if her costume is in any way connected to the fact that a famous movie director is in town, Midge, thinking he's at the station, whirls around in an excited state as bananas fall off her headdress and onto the floor. Stacy offers to have Billy fix her hat with his glue gun, but Midge declines exclaiming that she doesn't have time and needs to rehearse. Stacy offers her help if they need it as she returns to the workshop.

Meanwhile in the jukebox, Tito has taken on the role of director as he leads the other band members through a rehearsal. Wearing an eye patch and looking through the camera (with his covered eye!), Tito coaches the costumed band members as they read from a script he's written. Grace misses her cue, Tex imitates John Wayne as he talks about a horse being prettier than Didi's character, while Didi takes offense at Tito's dialogue.Tito thinks it's all great though, saying their performance is sure to outdo Schemer’s.

Just then, Schemer bounds into the station dressed in a superhero costume asking in baritone if someone called for help. He asks where the "die-rec-tor" is. Stacy doesn't know, and Schemer adds that a lot of people are looking for him hoping for a part in the movie. At this, Schemer tells Stacy not to make him laugh as he works on (inflating) his shoulders. Stacy warns him that perhaps he should first wait to see what the director needs, but Schemer lectures her that the director needs someone who can sell movie tickets. Stacy also tells him that he's unbelievable as he hams it up, then tries to demonstrate his super-strength. he begins to demonstrate martial arts moves and hurts his hand when he lands a karate chop on top of the jukebox.

Schemer’s cries attract Billy out of the workshop who points out that he's all puffed up. Schemer unsuccessfully tries to mask his pain as he informs Billy that he's a superhero and offers him an autograph. Billy turns down the offer, telling him that he'll get the autograph later. Inside the workshop, Billy is impressed at how he replied to Schemer, and begins to deliver lines like a Clint Eastwood western character, then switches to a southern drawl.

Felix dressed as a buccaneer enters the station, also looking for the director. Stacey reminds herself that if she doesn't finish sorting out the new freight schedule, the place will be just like a zoo with the livestock waiting in the trains outside. Felix then asks Stacy for her honest opinion of his costume and acting. She replied it's good.

Later, Schemer, Midge and the kids gather around wondering where the director is. Kara is dressed as Dorothy from “The Wizard of Oz,” accompanied by a West-Highland Terrier (Toto), while Dan is dressed as a trapper with a pair of bear paw snowshoes. Midge spots Mr. Prince returning to the station and everyone mobs the startled man. Inside the jukebox, Tito complains that they are trying to steal their show, so the band begins playing and singing "There's No Business like Show Business." As they perform, Mr. Prince is chased all over the station by the wannabe actors and Mr. Conductor films the mayhem from on top of the station clock, while in the workshop Billy puts the finishing touches on his Clint Eastwood movie cowboy costume.

By the time the song is over, the costumed crowd has Barry Prince cornered, but he manages to crawl out of the melee just as J.B. King storms into the station. He demands to know where Stacy is. As Stacy enters, Mr. King then asks Stacy where Billy is. The workshop door swings open and Billy emerges in his desperado outfit. Becky then arrives dressed as Cinderella to address J.B. as "the King" and the director as the "Prince". This prompts the rest of the costumed characters to noisily imitate Becky to get the director's attention.

Barry Prince begins to scream "CUT!!" and J.B. tells everyone to stop. Mr. King reveals that Barry is a friend of his and that he gave him the idea for his new movie. The director informs everyone that he was going to film a movie at the station until he got caught up in this indescribable mess. Their antics made his decision easier; he’ll be instead doing the filming in Eggyweg where there are no actors. The crowd plead and chase after him as he leaves. Stacy rushes outside to handle the livestock while Billy takes off his costume in disappointment.

Later, Mr. Conductor appears, asking about the filming and saying he managed to shoot a lot of footage. The kids tell him it went wrong. Stacy tells them that they should be proud of themselves as Mr. Conductor adds that they let their fantasy run too far ahead of them. Stacy confesses that she was also distracted by the hype about the movie which led to her falling behind with her railroad work. Mr. Conductor asks Stacy to lower the station window's shade in order to clearly show them his movie. Mr. Conductor then projects the film footage he'd candidly taken earlier and everyone laughs as they watch their antics. As they watch the hilarity, Stacy formally presents the film, and asks Mr. Conductor for its title which he gives as "A Little Light Madness", starring everyone.

Cast and Characters

Main Cast

The Flexitoon Puppeteers

Guest Starring

Mentioned Characters

Thomas Story

Gordon grumbles about the constant stops he has to make to fill up on coal and water. One day, he sees a special engine in the yard with two tenders. Gordon reckons he ought to be granted another tender to save his time and pride, until Diesel claims that he doesn’t need tenders to feel important, given the fact that Diesel engines are taking over anyway. Gordon is upset but Sir Topham Hatt makes him feel better, promising that diesels will never overrun Sodor and explaining that the visitor needs two tenders because the Other Railway has hardly any coal or water. Even so, Henry begins to complain for another tender too. So Duck tricks Henry into giving him six tenders, which all turn out to be old, filthy, and full of boiler sludge


  • Several movies were referenced in this episode. Here is a list of them in order:
    • Annie - Midge Smoot claims that she once tried out for the part of Miss Hannigan, then quotes "Why any kid would want to be an orphan is beyond me."
    • The Wizard of Oz - Felix delivers a line as the Tin Man. Mr. Conductor also reveals that this is his favorite movie saying his favorite scene is where the Munchkins meet Dorothy. Kara also dresses as Dorothy.
    • You're a Good Man, Charlie Brown - When Felix delivers his line as Linus from the Peanuts special, his cry of "Lucy!" is reminiscent of the way Ricky Ricardo used to call for his wife in the classic "I Love Lucy" TV show. Actor Aurelio Padron lived in Cuba for a period during his childhood.
    • Cinderella - Stacy and the kids rehearse the invitation to the ball. Becky also dresses as the titular princess.
    • Flying Down to Rio - Midge Smoot says he wore her costume 50 years ago in this film as Carmen Con Gusto, although the film featured no such character.
    • Superman - Schemer wears a costume similar to that of the DC superhero.
    • Sudden Impact - Billy does an impersonation of Dirty Harry saying, "Go ahead, make my day."
    • Peter Pan - Felix later returns dressed as Captain Hook.
  • Schemer lists a few star names: John Wayne, Arnold Schwarzenegger and Big Bird (from Sesame Street) until he reaches his own name.
  • When the episode aired on Nick Jr., the scene where the Jukebox Puppet Band rehearsed their movie was edited (shortened) for commercial breaks.
  • J.B. King's voice heard during a telephone call to Stacy is actually sped-up audio from a scene with Stacy and Harry from Promises, Promises.
  • Mr. Conductor tells Tender Engines to Dan, Becky and Kara in this episode.
  • A clip from this episode is used at the "Thomas & Friends Explore the Rails Traveling Exhibit" in 2017 and 2018.

Jukebox Band Segment Song

  • There's No Business Like Show Business



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