Rusty McCoy, an overlooked steam engine, works as a shunter in the train yard. But Rusty dreams of being a racer and wining the heart of the beautiful passenger coach, Pearl. When Rusty finally get's his chance, he finds some tough competition from the reigning champion, diesel engine Greaseball, and electrical engine Elektra. Rusty worries that he might not have what it takes to be a winner, until his grandfather, Papa McCoy, tells him the legend of the Starlight Express.
