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Sixty-two year old Jeremiah Wilson is truly the Train Master of Willamette Western Railroad. He lives, breaths, and eats railroad. When Brett Banner, 32 year old heir to New York Eastern, talks his dad into purchasing Willamette Western, there is immediately a clash between himself and Jeremiah. Jeremiah is fired by Brett two years from retirement and turns into a angry, depressed grandfather. When Brett's nine year old son Justin realizes Jeremiah's grandson Thomas can drive a locomotive, he kidnaps and holds Thomas' favorite dinosaur ransom. Justin, Thomas, and 3 other children board an old engine in for repairs and accidentally turn it into a runaway engine causing a chain reaction of events.

Kids and Family