this is an overarching plot. it has changed between productions. names may not be accurate.

A young boy falls asleep while playing with his toy trains, announcing it is race night. In his dreams, the trains come to life.

This is Control! This is Control! Tonight is Race Night!!

The reigning champion – a diesel engine from the U.S.A. called Greaseball – enters with his cavalcade train of several other diesel engines and three freight trucks. They boast of diesel's supremacy ("Rolling Stock"). Next, a steam engine called Rusty enters. Greaseball mocks Rusty, who replies that he will win the championship, despite steam being obsolete compared to diesel ("Call Me Rusty"). The dreaming boy, Control, intervenes and orders Rusty to collect a passenger train from the marshalling yard. He returns with four coaches that make up the passenger train: a dining car called Dinah, a smoking car called Ashley, a buffet car called Buffy, and an observation car called Pearl. Control sends Rusty away to fetch a freight train as the coaches introduce themselves to the audience ("A Lotta Locomotion"). Greaseball returns. He boasts again, this time to the coaches ("Pumping Iron"). Rusty returns with the six trucks that make up the freight train: three boxcars called Rocky 1, Rocky 2 and Rocky 3, a brick truck called Flat-Top, an aggregate hopper called Dustin and a brake truck called C.B. They introduce themselves to the audience and argue with the coaches over whether it is preferable to carry people or cargo ("Freight").

The Coaches change names plently of times-- Dinah and Pearl are the only consistant ones. Other coaches are:

• Duvay, the Sleeping Car
• Brandi, the Bar Car
• Belle, the Bar Car
• Tassita, the Quiet Car
• Belle, the Sleeping Car ( Belle Jr., colloq. )
• Carrie, the Luggage Van
• Belle, the Pullman Car

Control declares entries for the championship open. Six trains arrive to challenge Greaseball: Bobo, the French Sud-Est; Espresso, the Italian Settebello; Weltschaft/Ruhrgold, the German Class 103; Turnov, the Trans-Siberian Express from Russia; Hashamoto, the Japanese Shinkansen Bullet Train; and Brexit, the Advanced Passenger Train from Great Britain. Entries are about to close when a surprise entry – an electric engine called Electra – arrives. Accompanied by his train of five components – an armaments truck called Krupp, a repair truck called Wrench, a money truck called Purse, a freezer truck called Volta and an animal truck called Joule – Electra declares that electricity is the future of the railways ("AC/DC"). Greaseball and Electra square up to each other as the entrants form a parade to celebrate the race ("Coda of Freight").

Purse and Krupp have merged characters over time and are now one train, named Killerwatt. Since the Broadway premire, Joule has changed into a dynamite truck.

Control announces the rules of the championship: the trains will compete in pairs, with an engine pulling a coach. There will be three elimination heats, and the winner of each heat will move on to the finals to decide the fastest train. The engines start to pick their coaches. Rusty offers to race with Pearl, but she rejects him, explaining that she is waiting for her 'dream train' ("He Whistled at Me"). Electra's messenger, Purse/Killerwatt, enters with an invitation from Electra. Even though Electra is not her dream train, she accepts, leaving Rusty alone.

Everybody's waitin' for their dream train...

The first heat pits Greaseball and Dinah against Espresso, Buffy, Hashimoto, and C.B. C.B. sabotages Hashimoto by applying his brakes at critical moments in the race. Greaseball and Dinah win comfortably, claiming a place in the finals. After the race, Dinah objects to Greaseball's cheating. In response, he abandons her, and C.B. comforts Dinah ("There's Me"). Meanwhile, a lonely Rusty has retreated to the freight yard where the former champion – an old steam engine called Poppa – sings a blues song to the trucks ("Poppa's Blues"). Poppa tries to persuade Rusty to race without Pearl, urging him to believe in the Starlight Express. The second heat pits Electra and Pearl against Weltschaft and Joule. Electra and Pearl finish first securing a place in the finals.

In more recent productions, Poppa has become Momma McCoy. Her role in the story is the same.

Already despondent after losing Pearl as his race partner, Rusty loses his last shreds of confidence. Poppa decides to step up and prove that steam power is still relevant, despite everyone's misgivings, by racing himself in the third heat. Only Dustin is willing to run with him. Rusty points out that the race is already whole, but suddenly, Control announces that the British train has been scrapped, leaving space for a late entry. Poppa interprets this as a sign from the Starlight Express and enters the race. The third heat pits Poppa and Dustin against Bobo, Ashley, Turnov and Wrench. Poppa wins the race, securing a place in the finals against Greaseball and Electra, but the effort of outracing the others and pulling the hefty Dustin exhausts him. Now worn out, he begs Rusty to take his place. Rusty refuses at first, but then he notices Pearl with Electra and is jealous. When C.B. offers to race with him, Rusty announces that he will take Poppa's place. Greaseball and the other competitors mock him and then leave. Alone, Rusty prays to the supposedly mythical Starlight Express for help in the final ("Starlight Express").

Starlight Express, you must confess, are you reall, yes or no?

The trains debate whether Rusty should be allowed to take Poppa's place in the finals since he's already competed and lost or whether the area should go to Bobo, who finished second in Poppa's heat ("The Rap"). They ultimately decide to let Rusty race. Control offers the engines the chance to change partners. Pearl abandons Electra and joins Greaseball, leaving Dinah feeling betrayed. Dinah expresses shame at being uncoupled, although she cannot speak the word itself ("U.N.C.O.U.P.L.E.D."). Ashley, Buffy and Belle try to persuade Dinah to fight for Greaseball's affection ("Rolling Stock (Reprise)"), but instead, she accepts an offer from Electra to replace Pearl in the finals. Elsewhere, C.B. hatches a plan. He tells Greaseball he will help him win the championship by sabotaging Rusty. He then tells Electra he will wipe out Greaseball, clearing the way for Electra to win. When Electra expresses his surprise at C.B.'s duplicity, C.B. explains that he has spent a career secretly causing train crashes for fun ("C.B.").

"C.B." changed to "Wide Smile, High Smile" in 2017. He was then known as B.V. or Brake Van until Slick the Oil Tanker took his role in 2024.

The finals take place between Electra and Dinah, Greaseball and Pearl, and Rusty and C.B. C.B. sabotages Rusty, slowing him down so he misses a switch on the tracks and cannot finish the race. Electra and Greaseball finish in a dead heat. Control announces that there will be another race, with Electra and Greaseball going head-to-head to decide the winner. Rusty complains that he was cheated, but the marshals refuse to listen. Pearl confronts Greaseball, but he warns her to say nothing, as the marshals would also consider her complicit and punish her. Rusty retreats to the freight yard, where he bumps into the Rockies. They tell him he will never win without luck and should give up ("Right Place, Right Time"). The Rockies leave Rusty alone. He appeals again to the mythical Starlight Express for help, and this time, it hears. The Starlight Express, which is portrayed by the same actor as Poppa, appears in front of Rusty. The Starlight Express reminds Rusty that he already possesses the strength he needs if he believes in himself, inspiring him to enter the rerun of the final race. ("I Am The Starlight"). The Starlight Express disappears, and Rusty finds himself back in the freight yard with Dustin, who says he was asleep but felt the starlight's presence. Rusty asks Dustin to race with him in the final. He accepts, and they head off together.

I am the starlight! I can achieve anything!

Moments before the race, Dinah, angry with how Electra treats her, disconnects from him. Electra quickly appeals to C.B. to take her place. The trains gather to watch what they expect will be a head-to-head final between Greaseball and Pearl and Electra and C.B.. Suddenly, Rusty arrives with Dustin, and the marshals allow him to enter the race. The race is fast and furious. This time, the downhill track turns Dustin's weight into an advantage for Rusty. Greaseball struggles with an unwilling Pearl holding him back, and Electra uses all his power to disrupt his opponents. Electra zaps electricity at Greaseball but misses and injures Pearl. Greaseball, showing no concern, disconnects Pearl at full speed. Rusty diverts from the race course just in time to save her but at the cost of falling into a distant third place. To avoid being disqualified for not having a coach, Greaseball starts to grapple with Electra over C.B. The fight degenerates into chaos and Greaseball, Electra and C.B. crash, allowing Rusty to win the race. But instead of celebrating, he leaves immediately to find Pearl. Control warns that Rusty will cancel his lap of honor if he does not return quickly.

I must find Pearl, I must find Pearl.

Meanwhile, humiliated and furious, Electra leaves the race track, swearing never to return ("No Comeback"). Greaseball and C.B. emerge in a tangled wreck. They lament the heavy toll racing has taken on them ("One Rock 'n' Roll Too Many"). Poppa demands that Greaseball and C.B. help find Rusty. Away from the other engines, Pearl fears that she caused Rusty to lose the race. She realises that of all the trains she's raced with, only Rusty acted selflessly towards her ("Only He"). Rusty arrives. He tells Pearl that he won the race and confesses his love for her ("Only You"). The other trains arrive. Greaseball finally apologises to Dinah for his behaviour, and they reconcile. Greaseball complains that he's finished as a racer, but Poppa offers to rebuild him to a steam engine. Control tries to assert some control, announcing that Rusty's lap of honour is cancelled. Tired of Control's behaviour, Poppa and the other engines tell Control to "shut it" and celebrate the second coming of steam power ("Light at the End of the Tunnel").

The plot of 'steam will have a second coming' has been since removed, as it promotes negetive ideals about the enviroment and is debatably the most unrealistic part of the whole musical.