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After the success of Cats in 1981, Andrew Lloyd Webber began looking into writing a musical based on the Thomas the Tank Engine stories, with his kids in mind, but couldn't get the amount of creative control he wanted. Instead, he pulled up a few older ideas he'd had proposed to him in the 1970s -- among them, a musical version of The Little Engine That Could and a new version of Cinderella. He initially tried to combine them into the story of a little steam engine who's bullied by her electric and diesel stepsisters, but ends up being chosen as the royal train by the Prince after winning a race and losing a piston in the process, which the Prince uses to track her down. This idea, with many many changes made, ended up evolving into Starlight Express, whose first version premiered in London in 1984.

The protagonist of the story is Rusty, a hard-working young steam engine and Butt Monkey of the rail yard in which he works, who's constantly mocked by the Jerk Jock diesel engine Greaseball. Rusty has a big crush on Pearl, the pretty observation car, but Pearl has impossibly high standards for the engine of her dreams, and Rusty doesn't cut it as far as she's concerned.

The bigger, stronger engines are all gearing up for a big race to prove who's the best around, and Greaseball is the reigning champion, with his girlfriend Dinah the dining car as his racing mate. But the whole yard is thrown for a loop by the arrival of a brand-new late entry, a flashy electric engine named Electra. Greaseball cheats in the first race and is called on it by Dinah, who promptly gets dumped for her trouble. She is left alone to be gently comforted by C.B., a friendly caboose from the freight yard, while Rusty's mentor, an old steam engine named Poppa, qualifies for the final race but is too worn out to run it himself. Poppa asks Rusty to take his place in the final, and even introduces him to a sweet old sleeping car named Belle who's more than happy to be his racing partner, but Rusty is still doubtful. Poppa tells Rusty about a mystical force called the Starlight Express that can help him win if he truly believes himself, and the first act ends with Rusty wondering if such a force truly exists.

At the start of the second act, the other engines -- particularly the arrogant Electra -- object to Rusty's presence in the next qualifier for the final race. However, after Pearl and C.B. point out that it won't prove they're better than Rusty if he doesn't race, Greaseball concedes and lets Rusty join in. Dinah confronts Pearl over stealing Greaseball, and Pearl coldly tells Dinah to "quit crying". The other carriages, Ashley the smoking car and Buffy the buffet car, arrive with Belle and tell Dinah that she needs to fight for her man. Dinah decides to go off with the flashy Electra to make Greaseball jealous.

Soon afterward, it's revealed that C.B. is actually Ax Crazy, and he summons Greaseball and Electra to inform them he's planning on racing as Rusty's partner just to wipe him out before the final -- just as C.B.'s done with virtually every engine he's ever paired with. C.B. makes sure Rusty loses and shows his true colors when Rusty confronts him over it, mocking him viciously for being "no engine". The box cars Rusty goes to try to vent his anger to just tell him that it's not worth trying to win, because it's a Crapsack World where only cheaters prosper and it's now too late for Rusty to even cheat.

Alone, broken and totally discouraged, Rusty suddenly receives a visitation from the Starlight Express, who tells him that he has the power within him to achieve whatever he wants if he believes in himself. Inspired, and joined by Dustin, a freight hopper who saw the Starlight as well, Rusty pulls himself together in time for the final. A dissatisfied Dinah announces that she's had it with Electra's lack of interest in her and leaves the race before it starts, prompting Electra to ask C.B. to race with him.

In the final, Pearl tries to help Rusty after Greaseball punches him, and Greaseball responds by disconnecting her at high speed. Rusty saves her, while Electra catches wise to C.B.'s ambition to add a flashy electric engine to his death toll and disconnects him as well. C.B. and Greaseball crash into each other, Electra loses time in uncoupling C.B. and comes in second, and Rusty wins the race. He leaves immediately afterward to make sure Pearl's okay, and finds her alone and regretting that she never realized that she really loved Rusty all along. They end up together, while C.B. and Greaseball lament that their cheating ways have literally wrecked them. Electra throws a fit at coming in second and leaves the railyard forever. Greaseball promises to turn over a new leaf by being converted to steam and takes the forgiving Dinah back, and all of the engines and cars say they have now seen "the light at the end of the tunnel".

The show has gone through several changes over the years. In 1994, the London production got a major overhaul -- adding a lot more emphasis on Pearl, eliminating C.B. and Belle, and having Electra also crash in the end and promise to convert to steam. These changes were not popular with the fandom at large. The American productions, meanwhile, maintained C.B. at least but made the female characters' costumes extremely Stripperiffic and still decided to make Electra share in Greaseball and C.B.'s comeuppance in the end, depriving him of an epic Villainous Breakdown in the process. The closest production to the original still running is the Bochum, Germany production, which nevertheless features the altered ending for Electra and no Belle, as well as elements from the late London and U.K. tour versions.

To the general public, this show is mostly famous for being performed entirely on roller skates, giving the anthropomorphic train characters the ability to move as smoothly as a real train would. Within its own fandom, however, it's known for a startling amount of broken and family unfriendly aesops and dark themes in what's supposedly a musical for the whole family.

This show includes examples of:

  • The Ace: Electra. So, so much.
  • Ambiguous Gender: Whether Wrench is male or female depends on the casting. The character was usually female in London. The Bochum version muddies the waters.
  • Anthropomorphic Personification: All of them -- of trains. Even God is a train.
  • Ax Crazy: C.B.
  • Badass Biker: Greaseball's character design is based on this trope.
  • Beware the Nice Ones: C.B. again. Holy fuck, C.B. A cute little caboose with a Tenor Boy voice, whose costume and makeup seem designed to make him just look like a cheery little tin soldier, turns out to be a giddy Serial Killer who enjoys crashing the trains he's assigned to just for fun and has the only real, genuine Villain Song in the whole thing. Greaseball's a Jerkass, Electra's an arrogant diva, but neither of them is anywhere near as scary as C.B.
  • Bi the Way: Electra, who has devoted groupies of both sexes and proclaims himself to be "AC/DC".
  • Bowdlerise: The current version of the German translation removed many of the Double Entendres.
  • Camp
  • Camp Gay: Purse, Electra's money truck, is usually played this way when he's given discernable characterization.
  • Chorus Girls: In the U.K. and second U.S. tours, the coaches were essentially demoted to these roles. Pearl retained her heroine status as a matter of course, even though she still dressed as a showgirl.
  • Costume Porn: Here is a prodigiously large directory of photographs of each character in costume. Go wild.
  • Crapsack World: All productions contain aspects of this, but it was most obvious in the original London version. (The comparatively more lighthearted London revamp turned the setting into a Crap Saccharine World, as did its Broadway predecessor.) The dystopic nature of the setting is the subject of the Rockies'/Hip Hoppers' number "Right Place, Right Time."
  • Crystal Dragon Jesus: The Starlight Express is basically the train version of God.
  • Cut Song: Several, including some that were necessary for the plot. See the Cut Song page for more details.
  • Defrosting Ice Queen: Pearl, depending on how she's played. This might be a rather charitable assessment of the character.
  • Depraved Homosexual: C.B., in some productions (and often in fan works).
  • Double Entendre: Virtually half of the lyrics in the libretto are train-related sex puns (though the younger members of the audience probably won't understand them).
  • Fan Service with a Smile: Dinah's revamped costume borders on this.
  • The Fifties: Greaseball's entire shtick is a combination of this and The Eighties (which, when the show first premiered, of course, was simply contemporary).
  • Final Love Duet: "Only You" in the original London production, Las Vegas, and all the tours. "Next Time You Fall In Love" in the revamped London version.
  • Four-Girl Ensemble: Ashley is the Cool Big Sis, Buffy is the closest to The Ladette, Dinah borders on The Ditz, and Pearl... well, when asked what she plans on doing, she responds "Whaddya think?"
  • Fridge Horror: Finding out the truth about C.B. puts a whole new spin on "There's Me".
  • Funny Foreigner: While the international engines are all presented as being extremely representative of their countries, only Bobo the TGV crosses into this category.
  • Getting Crap Past the Radar: So, so much.
  • Good Bad Girl: Buffy.
  • Gossipy Hens: The coaches chat about Rusty's lack of racing experience immediately before breaking into "A Lotta Locomotion."
  • Green Aesop: Appears pretty heavily averted from a modern standpoint, where audiences would expect an environmentally clean electric engine like Electra to be the hero.
  • Hair of Gold: Dinah, though she was originally a brunette. That didn't last long.
  • Hooker with a Heart of Gold: Belle is implied to be one.
  • Husky Russkie: Turnov, the Russian engine. Yes, there has been fan art of him informing the Rockies that he "must break you".
  • Jerk Jock: All the locomotives except for Rusty and Poppa exhibit this trope to some degree, with Greaseball being the most outrageous example.
  • Karma Houdini: Pearl, if you tilt your head and squint. She's easily as big a Jerkass as Greaseball and Electra -- telling a sweet boy who loves her that he's not good enough for her, stealing her best friend's man and telling Dinah to quit crying over it, bragging that she's particularly shiny and new -- but rather than get her comeuppance for it, she's rewarded with a happy ending.
    • C.B. is one in his Backstory, and in spite of crashing into Greaseball seems to still be one in the end.
  • Love Martyr: Dinah.
  • Love Redeems: Pearl's original second-act solo, "Only He," had her resolve to change her wayward ways and learn faithfulness after Rusty rescued her.
  • Magical Negro: Papa sings blues and gospel, gives sage advice about self-worth, and breaks-down after his first race for Rusty to take his place. The role is usually, though not always, played by a black actor, since Lon Satton set something of a precedent in the original London cast. When not played by a black actor, the character is more similar to Santa Claus. See also here and here.
  • Manly Gay: Some actors play Krupp this way.
  • No Celebrities Were Harmed: In the planning stages, Electra's name was Elton. When Jeffrey Daniels joined the project, the character was rewritten as a caricature of him.
  • Porn Stache: The actor who originated C.B. sported one, in keeping with his early "trucker" character design. Eventually, the character was redesigned into the aforementioned "tin soldier," which fit his voice type better.
  • Praetorian Guard/Paid Harem: Electra's components: Joule the dynamite truck, Krupp the armaments truck, Purse the money truck, Wrench the repair truck, and Volta the freezer truck.
  • Princesses Prefer Pink: Pearl, the "princess" of the rail yard, has pink tights, a pink dress, pink protective gear -- hell, in some productions she even has pink hair.
  • Punny Name: Most of the characters.
  • Psycho for Hire: C.B. is in theory one of these. He's actually completely evil -- when Greaseball reminds him to remember whose side he's on, C.B. just grins and says "I'm on mine."
  • Psycho Lesbian: Wrench, according to most of the fandom. It doesn't help that in the German production, Wrench is considered so butch that her first understudy is a man.
  • Shout-Out: The three box cars in the original production were named Rocky, Rocky II and Rocky III, whose general moves were based on boxers. These were later replaced by the Totally Radical Hip Hoppers, who served the same purpose but had way less interesting choreography.
  • Sissy Villain: Electra is Rusty's Sissy Rival, to contrast with the ultra-macho Greaseball.
  • Slasher Smile: Oh, God, C.B.
  • Smug Smiler: Greaseball's default pose, unless he's pouting.
  • Stripperiffic: The carriages' costumes in the Las Vegas production, as well as the U.S., U.K., and New Zealand tours.
    • It doesn't help that the US tour reused the Las Vegas costumes until they literally fell apart.
  • Technology Marches On: Electra's character design was The Eighties. Little effort has been made to change it.
    • Arguably, neglect of this trope forms the crux of the entire plot.
  • The Eighties: No matter what decade it is currently, and no matter what decade you saw it in, this musical can't hide any of the aspects from this decade. And they still have the electronic drums and synthesizers from that period for each new performance.
  • The Only One Allowed to Defeat You: The nature of the rivalry between Greaseball and Electra.
  • This Is a Song: "Poppa's Blues."
  • Those Two Girls: Ashley and Buffy.
  • Totally Radical: The twenty-first-century version of "The Rap," which somehow sounds more characteristic of the 1980s than its 1980s predecessor.
  • Underdogs Never Lose: Double Subverted in the original version, in which Rusty raced the second heat and lost it before breaking the rules to enter the final, which he won. Played straight in all other productions.
  • Unintentional Period Piece: The Really Useful Group realized this too late.
  • Villainous Breakdown: Electra's eventually cut BSOD Song "No Comeback" is a spectacular example of this. In the original production, he came in second to Rusty in the final race -- no shame in that. But his pride was so mortified by the fact that everyone else was either too busy congratulating Rusty or making sure Greaseball was okay that he pitched a gigantic temper tantrum in which he nearly destroyed the rail yard, then went off to lick his wounds elsewhere with his components. By contrast, Greaseball learns his lesson and is allowed to join the heroes in their happy ending.
  • Villain Song: C.B. detailed his murderous past in "C.B." in the original London production, which was edited into "Wide Smile, High Style" on Broadway and "Mein Spiel" in Bochum.
  • Wrench Wench: Wrench. Obviously.
  • You Are Better Than You Think You Are: This is essentially the crux of the "Starlight Sequence" ("I am the Starlight" in the original production), where the Starlight Express shows up to convince Rusty that he can win the race if he just believes in himself.
  • You Gotta Have Blue Hair: Pearl's hair is sometimes pink. Volta's is aqua and white. Electra's is red, white, and blue; Joule's is white with red stripes, and fan art of Purse often portrays him with green and yellow hair.
    • In the Bochum productions, her hair actually looks like purple is her natural colour, but she bleaches it out to pink.
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