Tilly Train is bored. She is tired of doing the same thing every day and she really wish for some excitement in her life. One day she meets Larry Locomotive out on the tracks. Larry is a colorful circus train and Tilly is keen on getting to know Larry and to hear all about his exciting life. Tilly's thoughts are all consumed by dreaming of Larry that she doesn't hear Freddy Fork's warning about a broken switch on the tracks. With two trains out on the same track, the Heroes of the city must hurry to the rescue!