James has been ordered to stay in his shed for being naughty with the coaches. Eventually, Sir Topham Hatt lets him out to pull a goods train, but the Foolish Freight Cars don't want to be pulled by James and misbehave. While pulling them up Gordon's Hill, a coupling breaks and the last few Cars roll down the hill. Despite all the trouble they cause, James manages to beat the Foolish Freight Cars by successfully pulling them up the hill and to their destination. Sir Topham Hatt is very pleased with him indeed.