Train Quest (2001) - full transcript

A fifteen-year-old model train geek's date with his dream girl suddenly derails when a sinister hobby store owner shrinks and imprisons them in an elaborate, unearthly train set.

(MultiCom Jingle)

(mysterious exotic music)

- No.




(train chugging)

(whistle blowing)

No, please.


(panicked breathing)

- Get him!

- Just get him, he'll
be at the station.

- Please.

- He's getting away.

- Do something, do something!

(whistle blowing)


- It isn't.

It can't be.

- Dalby!

Dalby, do something, please!

The train is nearly at
the station, do something!

- There is nothing I can do.

I'm sorry.

- But, stop the train!

Stop it!

(bell tolling)


- Too late for us.

Too late.


- Dalby.

- There is no stopping it now.


(distant conversation)

(soft pleasant music)

Never mind them, Auggie.

They don't understand the magic.

The power of model trains.

- Yeah, I know.

- And besides, today
is your birthday.

You mustn't let their
childish games bother you.

Not today!

- Public embarrassment and
complete humiliation bother me?

- Ah come on, come on.

Hey, Auggie.

That's right.

- Ah, I'm tied to the tracks!

Damsel in distress!

Ah, help!


Help me!

Help me, somebody!


Okay lady, I got
three words for you,

weight loss set.

- Thank you.

Billy, I told you.

Keep your hands off the train.

- It just went off the
track, August, I swear!

- Hand it over.

Poor thing just couldn't deal,

so she threw herself
in front of the train?

- She couldn't afford lipo,

and her plastic surgeon
wouldn't cut her a break.

- Man, you got a
twisted sense of humor.

- Or perhaps an
overactive imagination?

Billy, Billy.

You and your stories.

- What can I say?

It's a gift.

- Everything under
control, Auggie, hm?

- Yeah, sure, Mr. Dalby.

No problem.

- Good boy.

(keys jingle)

- Hey August.

What do they do back there?

- I don't know,
inventory, I guess.

- Inventory?

They go in there all the time.

How can there be
that much inventory?

- I don't know, ask them.

- No way dude!

Those two give me the creeps.

- Ah, give 'em a break.

The Dalbys are totally harmless.

- I don't know.

I think it's weird the
way they go in there

and lock the door like that.

They've gotta be
up to something.

- All right, but you can't
squeak a word of this

to anybody, you hear me?

- Yeah, yeah, I swear.

- All right, they're in
there counting the hands.

- The what?

- The hands.

Jars and jars of 'em.

Shelves full of 'em.

- What hands?

- The pickled hands
of all the rugrats

who messed with the trains.


- Oh, you're not even funny.

- Yeah, I had him going.

But he deserved it!

He's gonna end up
getting me fired.

That or break
something that's gonna

take me six months of
working weekends to pay for.

I guess when I was
his age I was...

Actually, nothing like him.

Except for the fact that we
both hung out in train stores.

See, but I had the bug.

That's when I
started collecting.

Why do you think
I'm working here?

Can you say employee discount?

I almost couldn't believe
it when Mr. Dalby,

you know, my boss, hired me.

He can be pretty
intimidating sometimes, but,

he's cool.

Lately him and Mrs.
Dalby have been making

a big deal about my birthday.

It's kinda like
I'm their grandson.

Billy's totally
weirded out by them.

Especially Mr. Dalby
with that beard

and accent and everything.

I think Billy's got some serious

Santa Claus issues
he's gotta work out.


I don't mind him hanging around.

In fact, I kinda like it.

There's something about
Billy I haven't told you yet.

Remember that blonde?

That total hottie walking
down the sidewalk?

You know, the one
with the goon squad?

That's Billy's sister.

Hard to believe, I know.

It's not like I have
a chance with her.

She probably sees me as her
little brother's friend.

But, you can always
dream, right?

So what's your
sister doing tonight?

She going to the movies?

- I don't know.

Why don't you ask her?

- Oh, it's no big deal.

- Look, I know Ellen
rocks your world and all,

but I'm telling you,
she's just such a,

such a...

- A what?

- A bathroom-hogging,

cordless phone queen!

Look, here comes
her lameness now!

- Hey you keep your mouth
shut, Billy, not a word.

- You're the man.

- What's up Billy?

You were supposed to
be home an hour ago.

Hi August.

- Uh, hi!

- So this is how you guys
spend your Saturday afternoons?

- Well, we were thinking
about going to the mall,

you know, suck down a
few mocha smoothies.

Shop for some lip gloss.

Oh, and check out
the dude potential.

- Shut up, Billy.

(slow instrumental music)

This is kind of cute.

It's neat how everything's
all little and stuff.

- [August] It's the HO scale.
- [Ellen] The what?

- It's train speak
for little and stuff.

- Do you guys rehearse this
or are you just improvising?

- Okay, sorry.

It's the HO scale.

Scale refers to the
size of the model train.

It's the proportion
that the model bears

to the actual prototype.

The train it's modeled after.

And then there's the
gauge too, which,

a lot of times people
confuse with the scale,

but the gauge is actually
just the track size.

It's the distance between
the inside of one rail

to the inside of the other rail.


I guess you should
get the point.

- You really know a lot
about this, don't you?

- Yeah.

I was never into that
whole muscle head

He-Man type of thing.

- What's that?

- Oh, it's just fake.

I mean, the track is real, but
the wall is just a backdrop.

It's a dead end.

- Well, come on Billy, let's go.

- Okay, but I think August
wanted to ask you something.

- What?

- He wanted to know if you would

go with him to the
movies tonight.

It's his birthday and
he doesn't have a date.

- It's your birthday?

- Yeah, I guess.

I mean, yeah, I'm 15.

- What movie?

- Uh, I don't know.

Shakespeare in Rome's
playing at The Plaza.

- Ugh, total chick flick.

What about Retro Puppet Master?

- Oh, okay.

That's playing at The Grand.

- It starts at seven,
so come by around 6:30.

- See, was that so hard?

- [Ellen and August]
Shut up, Billy.

- Come on.

(train rattling)

- Yes!



Oh hey,

I was just locking up.

- You can't leave without
your birthday surprise,

now can you?

- Uh.

I guess I got some time.

What's in it?

- Open and see.

(mysterious music)

- Cool.

It's, uh it's a key, right?

- Indeed it is, my boy.

Indeed it is.

A very special key.

- What's it, I mean...

- What does it open?

- Yeah.

- Come and see.

That shed there,

slide it back.

Easy, easy.

There is your answer.

- What's it for?

- Try it and see.

(key clicking)

- Whoa!

Where do they go?

- That, my boy, is
a real surprise.

(keys jingle)


- [August] Mr. Dalby...

- Nothing to fear.


- Wow, it's incredible.

- Indeed it is, my boy.

It is my night village.

A world I have chosen
to share with you.

Let me show you the
train that goes with it.

- The train?

- A very special train.

A train that is
equal in splendor to

the world through
which it travels.

(mysterious exotic music)

Baggage car.


Another coach.

And here is the locomotive

and tender.

- But it's so strange.

I've never seen it in
any of the catalogs.

- It's one of a kind.

- [August] Landros.

- Pavel Landros, a
remarkable craftsman.

This set represents
his life work.

And all of him that
survives is here.

But, what is a train without
passengers and crew, eh?

- Cool.

Did Landros do the figures too?

- He did.

- [August] There's
three missing.

- Yes.

Those three are lost.

One permanently, I'm afraid.

- What about the other two?

- Those two?


they are safe for now
and some day soon,

if all goes well,

they'll be reunited
with the six free men.

But come.

We must place them.

Our businessman


here, travelling alone.

The young mother,


Next, the little girl.

She's a handful, this one, so,

we must seat her
next to her mother.

The engineer, of
course, in his cab.

And the conductor,

here in the baggage car.

And that leaves only one.

Take him.

- Where does he go?

- The boy goes in the station.

Today is a special day for
him, like it is for you.

His journey is about to begin.

And now you must make it run.

It is time.

- What's that clock thing?

- Oh.
(watch beeps)

- Oh no.

I gotta go.

I was supposed to meet Ellen.

I'm sorry Mr. Dalby, it's...

I mean, it's the
coolest layout, but...

- No no, no need
to explain, my boy.

Go on and have your fun tonight.

The key is yours now, and the
night village will be waiting.

- Thanks Mr. Dalby.

(door shuts)

(keys jingle)


- He has the key now.

He'll be back, you'll see.

Goodnight, Mrs. Dalby.

- Goodnight, Mr. Dalby.

(mysterious music)

- You know, you really
surprised me tonight.

- Oh.

I always eat two chili-cheese
dogs when I go to the movies.

- No, not that.

It's just that Billy says
that you're like the man

when it comes to the
whole toy train thing,

and you haven't
even mentioned them.

- It's model trains.

But it's not really a kid thing.

I mean, it's more of a passion.

I mean, you like movies, right?

- Yeah, majorly.

- So when you go
to the movies and

the lights go down,

and you slip into another world.

I mean, everything just
disappears for two hours.

School, parents.

Annoying little brother.

None of them exist.

- Actually, Retro Puppet
Master didn't do it for me,

but I know what you mean.

And that's what model
trains do for you?

- Yeah.

Except I leave the lights on.

Do you wanna see?

- Now?

- Why not?

- Okay, why not?

I know, I know.

What was I thinking, right?

Like how many times have
we heard that old line?

Do you wanna go see?


He's cute.

And I bet you a tub of that
jumbo popcorn he's harmless.

He's probably more into
those choo-choo trains

than girls anyway.

And he did say the
lights would be on.

Plus, he's barely 15,

and I've been 16 like
for four months already.

I even dated a guy that was 17.

I mean, it was only like
for three weeks or whatever,

but still.

I just think it was cool that
August knew I liked movies

and the way they make me feel.

I mean, that's not like
something I've ever

even talked to a
guy about before.

I mean, that 17-year-old
guy, he was a jock

and a total stud but he was
always grunting and flexing.

You take him out of the gym
or off the football field,

and he's just clueless.

And August is...


In that doe-eyed
sensitive kind of way.

Ugh, but he is Billy's friend,

and Billy is a total
infant, if you ask me.

You probably think I'm
robbing the cradle, right?

But it's not like
they're best friends.

I mean, Billy's
not gonna have him

spend the night at
our house or anything.


- It's okay.

(keys jingle)


Follow me.

- Where are we going?

- The back room.

- The back room?

You're not gonna
show me my brother's

hand in a jar, are you?

- Trust me.

- [Ellen] Okay.

I can't see anything.

- [August] Yeah,
it'll take me a second

to find the light, hold on.

- [Ellen] Is this how you
train guys pick up girls?

- [August] Something like that.


- Check it out.

It's beautiful!

- See, this is someone's
dream of a better world,

where everything and
everyone is good, you know?

And right, it's perfect here.

The way you could only dream it.


sometimes I just
wish the world away.

Forget about all the
cliches and the jerks and

things that are
supposed to be cool and


Forget about the speech.

You wanna run the train?

- Let me help.


(train chugging)

(whistle blowing)

So, tell me about the girls
in your perfect world.

- The girls?

I don't know, never
been there before.

(wind blowing)
(electricity zapping)

(bell tolling)

(train chugging)

- Is it them?

- [Mr. Dalby and Mrs.
Dalby] The back room!

- Joseph!

It is just as I said.

Young August could not resist.

He could not stay away.

(labored breathing)

Yes Joseph,

it is difficult at first,
until you learn to breathe.

And you are going to
breathe in so much more.

Young boy, there is so
much more to give you.


You see, Joseph?

It has begun.

Forget your troubles.

The transformation begins.

(bell tolling)

- Tickets.

Tickets please.

Tickets, tickets please.

Ticket please.

- I don't...

- [Conductor] Ticket please!

- I'm sorry, I don't know
what's going on, but,

I have no ticket.

- No ticket.

No stops.

Tickets, tickets please.


Tickets please.


(whistle blowing)

- Excuse me, lady?

Hey lady, can you hear me?

I guess not.

I guess I'll only eat one
chili-cheese dog from now on.

Wait a minute.

- [Mr. Dalby] But,
what is a train

without passengers and crew?

Our business man goes


Travelling alone.

The young mother.

- No, it can't be.

Wait, there's no little girl.

There's supposed to be a
little girl next to her mother.

There is no way.

(bell tolling)

- [Voiceover] Are
you a stowaway then?

- What?

- Well you're on the train
without a ticket, aren't you?

- You.

Everything seems so real.

- Yeah, it's real all right.

- Right.

I'm on a model train
with plastic passengers.

Man, I hope I remember
this when I wake up.



- Are you awake now, Auggie?

Are you?

- Auggie?

How do you know my--

- [Ellen] August?

- Ellen?

Ellen, where are you?

(whistle blowing)

- Hi.

- You okay?

- Yeah, yeah, I'm okay.

But where are we?

- Are you awake?

Do you feel like you're awake?

- Of course I'm awake.

- I was afraid you
were gonna say that.

- Well, I don't know
what to make of it.

What will we do with
the two of them?

- It's against code.

There are procedures
that must be followed,

standards to keep.

It's bad for business, I say.

Bad for business.

- Ellen.

It sounds like a
girl's name to me.

Yeah, yeah, I'm positive.

It is a girl's name,
I bet my life on it.

- Just what do you
think you're up to?

- I'll never tell.

- We're on the train.

I don't know how, but, I
think we're on the train.


- Did you figure that
out all by yourself?

- You don't get it.

I mean, I don't
get it either, but,

I think we're on the train.

The train in the back
room of the store.

- The, the toy train?

- Model train.

But yeah, I think so.

- August, reality?

(whistle blowing)


Wait, who are those
people down there?

- They're the figures.

The passengers.

- The who?

- All right, the toys.

They're the toy people
who ride the train.

- But August, they're
as big as we are.

- Or, I think we're
as small as they are.

- I take it back.

I don't think I'm
awake after all.

- Look, look, look everyone!

It's Joseph!

He's made it.

The ritual is working.

- Now it's up to us.

We cannot let anything
go wrong this time.

- Well I think something
has gone wrong.

There's either one
too many of them,

or one too many of us.

- Oh no you don't.

- Well she is a girl.

And I'm a girl...

- I say leave the
girl out of it.

It's the boy who's important.

We cannot let him
out of our sight.

- Besides darling, if the
girl were part of the ritual,

I would take her
place at the station.

- You?

Look, the girl's here for me!

Look at her, she's not a mother.

- Yes, but I'm the
next in the box.

- Confound it.

If she were part of the ritual,

one of you would have been
placed at the station.

It's Joseph's turn now.

We must stick to the plan!

- What are they talking about?

- I don't know.

- August.

- [August] Yeah?

- I think I want you
to take me home now.

- I'll try.

- I know that's not
part of the plan!

- Ellen, wait!

There's still so much time.

(wind rushing)

- What are we gonna do?

- We gotta climb the train,

I mean, there's
nowhere else to go.

(suspenseful music)

Come on.

- [Ellen] Hey you!

- Hmm?

- Let me see your
license and registration.

- What?

Who are you?


- If none of these work,
we're in serious trouble.

- (mumbles) we're
in for a disaster.

It's working!

It's working, keep pulling it!



- You heard the conductor.

No tickets, no stops!


- Look out!

- If he stops the train,
we'll lose Joseph.

- Oh yes.

- [August] We gotta jump.


- So this is the perfect world
I've heard so much about?

- Yeah, I guess I deserve that.

- What is going on, August?

I'm starting to feel
like Alice in Wonderland.

- I don't know.

I mean, we were in
the back room, and,

I was just gonna run
the train for you.

- And I put my
hand on your hand.

- Right, and,

we were both touching
the transformer and...

- What?

And what?

- Billy was right.

- Oh, that's a comfort.

- Billy's always saying that
the Dalbys are up to something.

You know, the way
that they're always

going back there and
locking that door?

And just today,

Mr. Dalby said it
was my special day.

He tried to get me
to run the train.

Just like...

- What, just like what?

- Just like that boy
in the train station.

Dalby said his journey
was about to begin.

- So?

- So he's not there anymore.

His chair was empty.

- He probably bailed, August.

He went off to
terrorize some other

shrunken little kid somewhere.

- I don't think so.

- You think that's
who we saw in the sky,

that boy's face?

- Yeah, they called him Joseph,

but I don't think
he's in the sky.

I think he's in the back room.

He's up there in our world and
I'm stuck down here in his.

- We're both stuck down here.

And I don't know about you,

but I'm ready to
call it a night.

- (sigh) Let's go
stop the train.

- But I thought if we stopped
the train they lose Joseph.

- Exactly.


Like I know what
I'm talking about.

I'm out with one of the
hottest babes in my school.

And I was impressing her.

I know I was.

And then,


(sigh) I better start
thinking fast or she's never

gonna want to go
out with me again.

Okay, remember that box?

The ones with the figures in it?

Okay, there was three missing.

Do you remember
what Mr. Dalby said

to me when I asked him about it?

"Yes, three are lost.

"One permanently, I'm afraid."

See what I'm getting at here?

What if the one that's lost
is like this Joseph dude?

Only then they lost
him somehow because,

someone or something
stopped the train?

Now I don't know
if it's gonna help

if they lose Joseph, but,

it can't hurt.

Can it?

(mysterious music)

(bell tolling)


(faint creaking)

- [Ellen] What is it?

Are you okay?

- Yeah, it's my leg.

(electricity crackling)

There it is.

- [Ellen] What's that?

- The transformer.

Come on.

Well, this is a problem.

- [Ellen] Okay, now what?

- I don't know, even if
we could get up there,

there's no way we could
move that control.

- What about those screws?

Maybe we can get those loose.

- Stay away from those screws.

At your size they'll fry you.

- Oh, and you're not that
big yourself, you know?

- Look, you know what I mean.

- Well if we can't
disconnect these wires

and we can't climb
up there, then--

- We'll short it out!

- We'll what?

- [August] We'll just
find something metal

and we can lay it
across the two screws

and we'll short it out!
(ominous music)

- Uh, August?



- Let's get out of here!

- Dalby!


- What is it, Joseph?

- They've escaped.

- Joseph, what have you done?

- They've escaped the train.

They were here at
the transformer,
trying to destroy me.

- What do you mean, they?

- There were two of them, Dalby.

They escaped into the trees.

(rapid breathing)

- Are you okay, August?

- Yeah.

The train's coming.

- Come on, let's go.

- Wait a second.

- We've got to find them.

We must find them at once.

- Mr. Dalby?

- Not now, Mrs. Dalby.


- Come on, we can do it.

- What are they doing?

- They're putting
something on the tracks.

- Mr. Dalby--

- [Joseph] Dalby, do something!


- A little bit more.

- Here it comes.

(Ellen shrieks)

(whistle blowing)

That was close.

- Come on, help me.

- It's too close.

- Come on, push.

(whistle blowing)

- And now I have to get
them back on the train.

- Mr. Dalby.

- Not now, Mrs. Dalby.

Can't you see that I am busy?

- It's the police, Mr. Dalby.

- Joseph, don't touch a thing.

Do you understand me?

- But now is the time, Dalby.

We can find him easily.

- There is plenty of time.

We'll find him.

Now, as I said,
don't touch a thing.

(August sighs)

- Well that was a bust.

- And I know where we are now.

We'd better get going.

And we'd better hurry.

(music box melody)

Wait, do you hear that?

- No, what is it?

- It sounds like music.

Do you hear it?

- Yeah.

Where's it coming from?

- Well maybe there's somebody
there that can help us.

- Well Mr. Dalby only
had one set of figures

and they're on the train.

- Are you sure?

- Pretty sure.

- How can I help the
police this morning?

- Sorry to disturb you
so early, Mr. Dalby.

I'm Detective Thomaso.

This is Detective Wilson.

- Uh, Mr. Dalby,

do you know this boy?

- Of course.

He's my Auggie.

But you have made a mistake.

You have the wrong boy.

- Pardon me?

- I mean, Auggie's a good boy,

the best help I've ever had.

Whatever has happened,
I can assure you

Auggie had nothing
to do with it.

- Mr. Dalby, Auggie didn't
come home last night.

He's missing.

- What?

- When did you last see Auggie?

- Just last night.

It was his birthday
and I surprised him

with a remarkable train layout.

It's in the back
room, detectives.

Would you like to see it?

- That won't be necessary.

Do you recall what time
he left here last night,

Mr. Dalby?

- Well, uh, nearly


He was running late for...

- He was running late
for what, Mr. Dalby?

- For a date.

Of course, for a
date with Ellen.

A lovely girl, beautiful girl.

(laughs) Why not?

Auggie's a handsome
boy, is he not?

(music box melody)

- What is this place?

- It's brilliant.

- We appreciate your business.

Have a wonderful day.

- Who said that?

- We appreciate your business.

- Are they gonna come
to life and like pelt us

with loaves of bread?

- Nah, it's just an animation.

It's on a continuous loop.

We sell them at the store.

- We appreciate your business.

- Buddy, if you only knew...

It's some party.

Happy birthday, August.

- Yeah.


(Ellen chuckles)


- Nothing.

- What?

- Nothing.

It's just, you were so
aggressive back there

and I thought you
weren't really into that

He-Man muscle head thing.

- I break it out occasionally.

- Oh you do?

- Well whenever there's a
damsel in distress around.

- Don't even go there.

- Sorry, I couldn't resist.

- So, you haven't told me
what the girls are like

in your perfect world.

- I didn't?

Well um...

They're really into movies.

Even really bad horror movies.

- Uh-huh, go on.

- And uh, they have a
weakness for younger guys.

Just a little younger.

- That sounds more like fantasy.

- Well, you know.

Maybe a birthday wish?

(distant voice)

- Wait, did you hear something?

- What?

- I think it came
from over there.

Hey, look at that.

A jailhouse in a perfect world.

- Yeah, I haven't met anybody
I didn't want to lock up.

- [Voiceover] We're over here.

In here.

- Did you hear that?

- [Voiceover] We're over here.

In here.

- Somebody's
expecting a jailbreak.

It's just another loop.

- No, I think it was
different that time.

- [Voiceover] We're over here.

In here.

- Trust me, it's the same.

Remember, I'm the train guy.

- [Voiceover] In here, children.

We're in here.

- Did she just say children?

- Oh, well maybe no one told
her it was your birthday.

(Ellen laughs)


- In here.

We're in here.


You found us.

Oh joy.

You see Landros, I told
you someone would come.

- Landros?

You're Pavel Landros?

- I'm afraid I am.

- Oh, but don't
blame him, children.

He didn't mean for
this to happen.

I was having a train
repaired for my grandson.

It wasn't Landros's fault.

- Shh, that's, that's--

- [Mrs. Ellerbee]
It wasn't his--

- That's enough, Mrs. Ellerbee.

- Blame you for what?

Who are you?

- I am the creator, my dear.

The train, the
figures, this place

you find yourself trapped in,

all of it is my doing,
and all of it is my fault.

- Well great.

We'll just set you free
and then you can help us

get out of here.

I mean, you can do that, right?

- Hmph.

- Tell them about the
exit knife, Landros.

- Can you get us out of here?

- I am an old man, and I'm weak.

- Wait, how can
this be your fault?

I mean, Mr. Dalby's the
one that did this to us.

He's the one that tried to
get me to run the train.

- Dalby does as Dalby must do.

He knows nothing of
what it is to choose.

I chose for him, by
opening that door.

I chose for all of them.

- I don't understand.

- In the real world
I was an outsider,

alone, embittered,

and only in the
company of my trains

did I feel whole and safe.

So I became obsessed, obsessed
with my beloved trains,

for they existed in a
world of my creation.

- A perfect world.

- Yes, perfect.

Or so I thought.

So I traveled.

I traveled the world in
search of sacred texts,

hungry for the secrets
of ancient civilizations,

thirsting for any knowledge
that would open the door

and grant me passage
into this world.

And then suddenly I found it.

I found the spell
that opened the door.

But something went wrong.

Terribly wrong.

- Thanks, I wasn't aware.

- Yeah.

By opening the
door to this world,

I unwittingly opened
the door to another.

My precious figures,
so lovingly crafted,

became possessed by
supernatural spirits.

They know nothing of,

of where they come
from, nor did they know

anything of the real world, but,

they lust for it.

And just as I desperately
covered this world,

they desperately covet yours.

- So Mr. Dalby and
Mrs. Dalby were just--

- They were toys, August,
just like Joseph is a toy,

and now he's becoming real
because he's stealing your life.

I mean, how could
you do this to him?

- Ellen, don't.

- Why August?

I mean, why him?

- Tell me young man,
how old are you?

- I'm, I'm 15.

- He's 15 today.

So what?

- Then Dalby wasted
no time at all.

When I crafted Joseph, I
imagined him a 15-year-old,

a young man on the brink of
excitement and discovery.

That was my Joseph.

About to embark on the
journey of a lifetime.

- All right, cut.

This is all very moving,
almost convincing,

but I'm not a fan of melodrama,

and I'm sorry life dealt
you a bad hand or whatever,

but I happen to like
the world out there.

I want to get back to it.

We both do.

So if you can't help us,
then we'll be going now.

- Wait.

We can't just leave them here.

What is the exit knife?

- She's right.

You must go.

They will be searching for
you, and they will not stop

until they get you
back on that train.

- Tell them, Landros.

- Just tell us already.

- It's an X-Acto knife.

It's over there in the corner.

I broke it when I was
constructing the jailers.

It was a bit sloppy
of me, I'm afraid.


That's Dalby.

He's searching for you.

You are not safe here now.

- [Ellen] Let's
go. Listen to him.

- No, wait.

This is just wood.

These are just pieces of wood.

I can get you guys out of here.

- There isn't time.

You must go now.

- [Ellen] Tell us how
to stop the train.

- Never mind about the train.

Go nowhere near it.

- But I thought if
we stopped the train,

the ritual would fail.

- Yes, but the
ritual will also fail

if you're not on the train
during the final revolution.

- What do you mean,
the final revolution?

- That's the final lap.

The door between this
world and your world

will be open only for one year.

- A year?

- Yes, but not a
year as you know it.

A year here is marked by
a trip around the land,

each day marked by a
trip past the station,

and it's signaled
by the tower clock.

If the two of you
are on the train,

the door between this
world and your world

will be closed forever.

- Yeah, but Ellen's
not changing.

She has no part of this.

- But she's here now 'cause
she accompanied you here, and--

- Let's go, August.

Let's get out of here.

- Wait, I can get this.

- No, you must go
with her now, quickly.

- It's an amazing train.

I've never seen
anything like it.

- It's only a model
train, young man.

It's only a model.


(suspenseful music)

- Let's go.

(music box melody)

- Where have they gone, Dalby?

You've lost them.

You've lost them!

- Mrs. Dalby, the
light, quickly.

- Yes, Mr. Dalby.

- You see, they found them,
up ahead in the village.

- Got you.

- Oh I do hope they
don't hurt Ellen.

We've hardly gotten a chance
to get to know each other.

- They have got the
whole street lit up,

and if we go out the front,
they are gonna see us for sure.

- [August] Well
there's no back door.

- August...

Your, your face.

- It's not my face anymore.


What was that?

- The building
across the street.

- [August] There is no
building across the street.

- We better get out of
here before we're next.

- Be careful, Joseph.

If you kill them
we are finished.

- He mustn't get away.

Keep searching!

(suspenseful music)



- Ow!

Oh, my leg.

Come on.

We've got to go.


- We only have to hide
out until the train passes

the station for the
last time, right?

- That's what Landros said.

- Well let's get out of here.


- Too late.

I can't.

Just go to the station.

- August...

- Go.

I'll meet you at the station.

I would have stayed with her,

but I think she has a
better chance on her own.

I'm just gonna lay
low for a while

until they stop
with these lights.

Besides, I don't like
Ellen seeing me like this.

I mean, I stayed home
from school one day

'cause I had a pimple
on my forehead.

But, I mean, it looked
like a third eye, but this?


Talk about unwanted blemishes.

Plus, my legs are getting stiff.

I'd just slow her down.

I think she's better
off on her own.

- Okay, meet me at the station?


Like I can take a
hint or whatever,

but just five minutes ago
he was trying to kiss me.

He totally was.

So, I don't know.

Do you want to limp around
and turn plastic by yourself,

or do you want to be with me?

And like I'm supposed to
know where the station is.

- She's smart.

She'll be able to
find the station.

She's gonna be okay.

I'm sure of it.

(Ellen screams)


- Thank you, Mrs. Dalby.

- Well what good is she?

It's the boy.

It's the boy who
must be on the train.

- Don't worry, Joseph.

You do not know
human boys as I do.

- But I am a human boy.

- Besides Joseph, it's time
we must open the store.

- But why?

Why open the store at all?

We haven't found the boy yet.

- The boy will show
himself, Joseph.

Trust me.

Now, it is important
that we open the store.

The police are
gone for now, but,

should they return, they
mustn't find anything

out of the ordinary.

Nothing to arouse
their suspicions,

especially with a life-size
boy made of plastic.

You will stay in the
back room, out of sight,

at least until your
transformation is more


Why, Billy!

- Hi Mr. Dalby.

- Hi.

Hey, tell me about your
sister, and Auggie.

Have they found them?

- How did you know?

- Why, the police, they came
here early this morning.

Oh I'm so worried, Billy.

Have they come home yet?

- No, not yet.

- Oh dear.

Very very disappointing.

But you'll come and tell
me as soon as they do?

Won't you, Billy?

- I think I'm just gonna
hang here for a little while.

- Billy, Billy.

Come on, we're not--

- Please, Mr. Dalby.

I'm just in the way at home.

My parents are
totally freaking out.

I promise, I won't
touch anything.


- Why, of course, Billy.

Of course you can stay.

Oh, have you eaten anything, hm?

- There, you see?

- Thanks, Mr. Dalby.
(Mrs. Dalby laughs)

(whistle blowing)

(whistle blowing)

- Ellen?

Are you here?



It's me.

(mysterious music)

(whistle blowing)

(train chugging)


(bell tolling)

- Good morning.

That's what you say, isn't it?

When someone wakes up?

Good morning?

- Where's August?

- No, don't worry about him.

He'll be along shortly.

- Dalby seems to
think so, anyway.

- It's unacceptable
if you ask me,

an unacceptable risk he's
taking with Joseph's life.

- It isn't Joseph's life.

He doesn't have a life, and
he isn't gonna be getting one.

August is gonna come
nowhere near this train.

- Oh but, then you'll
perish along with Joseph.

Surely Auggie won't let
that happen, will he?

Tell me Ellen, what do girls
like us do in your world?

- Girls like us?

- Yes.

What can I expect?

Once I'm human, I mean.

- You are never
going to be human.

- What do you mean?

- What I mean is, we're gonna
get out of here somehow,

and when I do, I'm gonna
make it my life's mission

to see that you never get
out of your own box again.

- Oh dear.

- Whoa.

Where'd you come from?

(mysterious exotic music)

- Billy, what are you doing?

- Is Mrs. Dalby doing
inventory in there?

- [Mr. Dalby] Mrs. Dalby?

- How did you like
your brownie, Billy.

- Yeah, thanks Mrs. Dalby.

- There is no one in
the back room, Billy.

Why do you ask?

- I just...

I don't know.

- Maybe it's time
you went home, Billy.

Perhaps your sister is
home now, and Auggie too.

- Yeah, okay.


Maybe you're right.

(Billy grunts)

Can you say, wrong?

There's somebody back
there, all right.

I'd bet my Play Station on it.

First of all, Dalby was just
talking to someone back there,

and someone was just
tugging on the door.

That was not my imagination,
overactive or otherwise.

But you know how
I know for sure?

Whenever adults break out
those phony ear-to-ear smiles

and start offering
you plates of brownies

and cookies and stuff,

man, you can be
sure something's up.

I've been around a
long time, you know,

and you can't con a con man.

There's one thing
that bugs me though.

If it was August or Ellen
back there and they were

in trouble, why would they
tug on the door like that?

Maybe someone else
is back there.

One thing's for sure,
those Dalbys are lying.

And whoever is back
there, has something to do

with August and my sister.

I'm gonna prove it.

A kid with my rep,
you've got to prove it.

(birds coo)

(hammering and scraping)



Whoa, cool.

(mysterious exotic music)



Are you in here?

Ellie, is that you?


- You lookin' for me?

(Billy gasps)

(Joseph shrieks)


(dramatic music)


- Please watch the
register, Mrs. Dalby.

- Yes, Mr. Dalby.

- [Mr. Dalby] Joseph,
what have you done?

- A boy!

There was a boy, Dalby.

He was looking for them,
calling their names.

He saw me.

What do we do?

- Nothing.

No one will believe
the fantastic story
he's about to tell.

(whistle blowing)

(bell tolling)

- Of course.

Who would believe such a thing?

- We should be going slower.

He'll never be able to get
on the train at this speed.

(whistle blowing)

Look, there he is.


- Yes.


- He's on board.

He's on board.

- Let's see that
he doesn't get off.

- Oh, good afternoon, officers.

Hello Billy.

Good news I hope.

- Not yet, Mr. Dalby.

Actually, we're here for
a few more questions.

- Of course, anything I can do.

- Billy came to us with, um,

well, quite a story.

- (laughs) Yes, it is his gift.

- Ask him about the back room.

- The back room?

- Billy claims to have seen
somebody in your back room.

- But there is no
one back there.

(laughs) Mice perhaps,
and trains of course.

- Mr. Dalby, do you and
your wife live here alone?

- Yes, but there is our grandson

visiting from out of town.

- And you keep him
locked in the back room?

- Billy.

Of course not.

- Would you mind if we
speak to your grandson?

(door clicks)

- Uh, here he is now.

Joseph, these police detectives
would like to speak to you.

They would like to
know if your grandpa

keeps you locked
in the back room.

- Billy, is this the
boy you saw back there?

- Yes.

I mean, no.

He's different now.

- Billy, it was you?

We thought we had prowlers.

Joseph, was it
Billy you surprised?

- I'm sorry if I scared you.

I thought you were a burglar.

- Look at his hands.

Make him show you his hands.

- My hands?

Which hand?

What's wrong with my hands?

- Please officers,
go and have a look.

We have no secrets here.

- They're lying, I know it.

- Come on, kid.

Take it easy.

- Billy, do you think
me such a monster?

And Mrs. Dalby?

We are concerned for
Auggie, and for Ellen.

Please, stop with this
fantastic story, will you?

- I'm not making it up.

He was different.

He wasn't human.

- Billy, please.

- [Detective Wilson]
Billy, that's enough.

- I know he did something
with August and Ellen.

I know it.


(dramatic music)

- Oh!

(rumbling and creaking)

- [Ellen] August!

- Sorry, Mr. Dalby, Mrs. Dalby.

We'll be in touch.

- Come on.

(grunting and scuffling)


- Oh, what is it now?

- You okay?

- Yeah, just untie me.

- Turn away.


- Blast it.

What a mess.

No, you are not going anywhere.

Blast it.

I'm melting.

I'm melting!

- There.

Let's go.

- We have to get off the train.

There's no other way.

- There is no way
I can jump, August.

We are going too fast.

Can't we slow it down?

- We have to get off the train.

I'm sorry Ellen,
but we have to jump.

- Then jump.

- What?

- Jump.

You're almost totally plastic.

If you jump, it
won't hurt anything.

- I can't just leave you here.

- You have to.

If you're on the
train when we pass

through the station, you're
gonna be stuck here forever.

- I am not gonna leave you.

- It's your only chance, August.

You have to.

I want you to.

- Wait.

It's just a model train.

It's just a model.

- [Conductor] Stop them.

Stop them!

- There's another way.

- August, look.

- We can tie it with this.

- Open up!

- Okay, now what?

- We get that unhooked.

(whistle blowing)

- Let's do it.


- All right, go on the plastic.

Grab it.

Keep pulling.

- Harder?

- For some reason
they're pulling.

- I'll stop them.

- We are too close now.

We can only hope that they fail.

- We're missing it.

- What?

- [August] It should be here.

It's not.

- Hurry.

- All right, I got it, I got it.



- They're gonna get away!

- Apparently the engineer
doesn't share your pessimism.

- Now.

Come on.

- You're not going anywhere.

- That's it.

Stop them.

Stop them you fools.

- Sorry to spoil
your fun, Ellen.

- Have you ever seen
a Jackie Chan movie?

- No, but it sounds interesting.

(Girl screams)

- Well that's as close
as you're gonna get.

- Help!

- Got it.


- We made it, young man.

- Yeah.

Go team.

- Get off of me!




- August?

August, wake up.

Wake up.

- [August] Mr. Landros?

- In the flesh.

Mrs. Ellerbee too.

And it's all thanks to you.

Welcome back.

(peaceful music)

- Ellen.

- [Pavel] Right
there beside you.

- Ellen, we're back.

- Is that you August?

- Hi.

- Would you look at
this sunshine, children?

Isn't it glorious?

- I uh, don't know
if your grandson

still likes model
trains, but if he does,

this is a pretty good one.

- Oh.

That's sweet of you, August.

He might like it.

But if he doesn't,
would it be all right

if I smashed it to bits?


- Sure.

- Goodbye, Mrs. Ellerbee.

- I'm sorry I wigged out on
you back there, Mr. Landros.

- Oh, nonsense my dear.

You merely pointed
out the obvious.

- I did?

- Yes.

One should play the hand
one is dealt in life.

We have no business
dealing for ourselves.

Mrs. Ellerbee was
right about the sun.

It is a glorious day.

It's a perfect day, eh August?

- Well, nothing's perfect.

- Right you are, my boy.

Right you are.


- So August, how do you feel?

- Good.

How do you feel?

- I'm okay.

Getting better.

- Hey uh, next time
we go to the movies...

- Yeah?

- Let's go bowling instead.

- Okay.

(haunting mysterious music)

(exotic instrumental music)