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, enters with an invitation from Electra. Even though Electra is not her dream train either, she accepts, leaving Rusty alone. The first heat pits Greaseball and Dinah against Espresso and Buffy, and Hashamoto and C.B. C.B. sabotages Hashamoto by applying his brakes at key 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 have faith in the Starlight Express. When Rusty refuses, Poppa introduces him to an old Pullman car called Memphis Belle (“Belle The Sleeping Car”). Rusty agrees to race with Belle. They compete in the second heat against Electra and Pearl, and Weltschaft and Joule. Electra and Pearl finish first, securing a place in the finals; Rusty and Belle finish in last place. 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 race with him. Rusty points out that the race is already full, 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 and Ashley, and 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 then leave. Alone, Rusty prays to the supposedly mythical Starlight Express for help in the final (“Starlight Express”). Act 2 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 place should go instead 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 her shame at being uncoupled, although she cannot bring herself to say 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 affections (“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.”). The finals takes 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 consider her complicit and punish her as well. Rusty retreats to the freight yard, where he bumps into the Rockies. They tell him that without luck, he will never win and that he should just 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 appears in front of Rusty and just happens to be Poppa. He reminds him that whatever strength he needs – a starlight – is within him already (“I AmThe Starlight”). Poppa disappears and Rusty finds himself back in the freight yard with Dustin, who says he was just asleep, but felt the starlight’s presence. Rusty asks Dustin to race with him in the final. He accepts and they head off together. Moments before the race, Dinah, angry with the way 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
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