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- “What did they do?!"
"He turned him into a generator! He's still out there behind our shed. He'll never move again.”
- ―Duke telling the story of Smudger to Stuart and Falcon
One cold, wintry night on the Island of Sodor, the howling wind keeps the engines in the shed awake. Toby decides that what the engines need is to listen to a mysterious story, albeit with a happy ending. Thomas tells the others a story his driver had told him recently:
In the story Thomas tells, there are three engines who lived on their own railway. Their names were Duke, Stuart and Falcon. Duke was the oldest of the three and had been named after the Duke of Sodor. Duke felt very proud of this and decided it was his responsibility to keep the younger engines in order. While other engines came and went, Duke outlasted all of them. Stuart and Falcon gave Duke the nickname "Granpuff" and were very fond of him, but did sometimes tire of hearing about his Grace and would occasionally tease him.
Duke warned Stuart and Falcon one day that if they did not behave, they would end up like Smudger; Duke told them that Smudger was a conceited engine, who ran roughly and often derailed, spilling his loads. Duke tried to warn him, but Smudger simply did not care and laughed at Duke. But he quickly stopped laughing when the manager told Smudger he was going to be useful one way or another. From then on, the only running Smudger did was as a generator behind the shed. He never went on the rails again.
Stuart and Falcon began behaving better and all three remained friends for many years. However, this all ended when hard times came. The mines that the engines depended on for work closed and the railway soon followed. As a result, the engines were all put up for sale. Stuart and Falcon were bought together, but no one wanted to buy an old engine like Duke. Stuart and Falcon promised Duke that they would find another railway for him to run on.
Duke's crew oiled him one last time, then put tarpaulins on him snugly in his shed and bid him a final goodbye as they left to find new jobs. Duke then went to sleep, waiting for the day he would be able to run again. As time went by, torrents of rain washed soil down from the mountains and trees and hedges grew over the shed. No one would know from looking that a small shed was there, nor an engine asleep inside it.
Back in the present, Thomas stops there and Percy is sad that there is no happy ending. Thomas tells Percy that there is one, but it will have to wait until next time.
- The Mid Sodor Railway Manager (does not speak)
- Henry (cameo)
- Gordon (cameo)
- Skarloey (cameo)
- Rheneas (cameo)
- The Inspector with the Bowler Hat (cameo)
- Other Mid Sodor Railway Engines (indirectly mentioned)
- The Dukes of Sodor (indirectly mentioned)
- Tidmouth Sheds
- Sodor Gold Company
- The Old Mine
- Skarloey Slate Quarry
- Rheneas Viaduct
- The Mountain Line
- Duke's nickname "Granpuff" originated from Wilbert Awdry's nickname given to him by his grandchildren due to the smoke from his pipe looking like that of a steam engine.
- This episode marks the first and only appearance of Smudger to date, who replaces No. 2's role from The Railway Series story. It also marks the first episode to introduce a television series exclusive character.
- This is the first episode narrated by Bohuslav Kalva in the Czech Republic, Zoltán Csankó in Hungary and Guan Zhihong in Taiwan (as well as the first episode dubbed into Taiwanese).
- This marks the first and only mention of the other Mid Sodor engines in the television series.
- On early UK releases of Rock 'n' Roll and other Stories, the lines, "Their names were Duke, Stuart and Falcon," and "Whenever they did anything that Duke thought wrong, he would say 'That would never suit his grace,'" are heard earlier.
- In the early UK release and US version when the narrator said "On their own little railway" the music is heard later.
- Most of the whistle sounds were omitted in the early UK release and US version.
- The Mandarin dub of this episode credits George Carlin as the narrator, and the Hindi dub credits Michael Angelis.
- The cab roof from a scrap Thomas model can be seen.
- The crawler tractor from TUGS is visible when Stuart and Falcon bash into each other.
- When Stuart and Falcon pass Duke with their trucks the lighting changes, indicating that the film was cut.
- As the narrator says "Other engines came and went..." Stuart is wearing his Peter Sam nameplate.
- In the British and international versions, Skarloey and Falcon have Rheneas' whistle sound in some scenes, Rheneas has Skarloey's whistle sound and Duke has Falcon's whistle sound in some scenes.
- Wires from the servos can be seen coming out from under Skarloey and going into the red coach.
- Falcon and Stuart's nameplates were placed over the much larger "Sir Handel" and "Peter Sam" nameplates covered with black tape. This is because the post-Mid Sodor scenes were filmed first.
- When Duck says that the story must have a happy ending, a crack in his face mask next to his eye is visible.
- Duck's handrail is loose on the front of his smokebox.
- Immediately after the narrator says "Duke was proud of this and loved to keep the little engine in order," Duke's eyes appear to shift further back into his face mask.
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