On the Island of Sodor, all the engines have different and unique personalities, and most of them are rather positive. Thomas is cheeky but really useful, and is the Fat Controller's No. 1 Engine. Edward is kind and wise, always looking to help the rest of his friends, and Henry is worrisome but strong and always wants to do his best. Percy is sometimes easily scared but is also carefree and innocent, Toby is old-fashioned and ramshackle but is still really useful and helpful, and of course, Emily is loving and gentle to all her friends. Especially her boyfriend and cobalt star, Thomas.

But some engines are not quite so bright and good spirited. Gordon is overly proud of being the express engine and although he likes being really useful, he doesn't often give a friendly approach. And James is what many engines consider to be, the snootiest engine Sodor has ever seen.

James is always showing off. He likes to be the center of attention. One day, he had started his work with lovely shiny coaches as he always liked. But when he arrived at Knapford Station, he overshot the platform much to his passengers' displeasure.

"Uh-oh! You overshot the platform, James!" teased Philip as he rolled through the station.

"I know. Sometimes I'm just too fast for my own good!" said James, but his laughter was cut short by the Fat Controller's frown across the station.

James is a mixed traffic engine. This means that he is equally good at pulling coaches and pulling goods trains. Some engines enjoy pulling goods trains, but not James. He only likes pulling coaches and wishes that was the kind of work he did all the time. At the next station, he stopped too early, missing the platform again.

"How was that for a stop?" asked James in a proud manner.

"Not very good," replied the stationmaster.

"What? I didn't overshoot the platform his time," replied James.

"No James, you've undershot it, look where you've pulled up," said the stationmaster. The passengers were cross. They started to complain what a bad railway it was.

"Will you stop showing off and pull forward please, James?" said the stationmaster.

But James was in too much of a good mood to let one stationmaster bother him, and he continued to show off for the rest of the day. At the rest of the stations, he overshot and undershot some platforms, declaring his arrival and annoying the passengers further. When he finally returned to Knapford Station, the Fat Controller was waiting for him.

"Here's…"

"James!" The Fat Controller cut in. "I have had nothing but complaints about you all day! And the passengers have all been saying what a bad railway this is!"

"The passengers are just being silly, sir," sniffed James.

"Huh! Honestly, James!" snapped the Fat Controller. "We're supposed to look after our passengers. I think it's high time you changed your attitude. And until you do…I'm taking your coaches away!"

James was rather shocked indeed. That evening, he returned to Tidmouth Sheds in a much sulkier manner. Emily could see this and thought she and the other engines were in for typical complaining from James.

"Here we go again," she thought as Thomas backed in beside James.

"What's the matter with you, James?" asked Thomas.

"Nothing," James said quickly. Then he gave in and explained. "The Fat Controller says I need to change my attitude."

This caught Emily's attention. She remembered several engines not liking his behaviour over the years, but if the Fat Controller addressed this issue, that had to mean something.

"I think he's right, James," she said.

"No he's not," retorted James. "What's wrong with my attitude?"

"Look at that pouty face," teased Emily.

"No engine is better at making a pouty face than James!" chortled Thomas.

"How about this face?" asked Henry. He went cross-eyed and moaned as a whining spoiled child would.

"Oh! How about ME?" asked Gordon. He went cross-eyed too and stuck out his lower lip with a smug smirk. At that moment, Percy had come back too and could see the funny faces revolving around the engines. He laughed rather hard before asking what was going on.

"Hello, all of you," he said. "What's with all the silly faces?"

"Hello, Percy," said Emily. "Pouty James has quite a pouty face! Show him, Henry! And Gordon!"

Henry and Gordon repeated their funny faces for Percy. Percy giggled madly as he turned round to the berth beside Emily and backed in.

"Never mind, James," he said. "Whatever is bothering you will probably seem better in the morning."

Most of the engines went to sleep, but Thomas and Emily stayed up for a while longer, still rather amused by James' situation. Thomas looked at Emily and could see she was wearing a big smile, trying hard not to laugh out loud. Thomas decided to help her release some of her energy by talking with her a little.

"What do you think, Emily?" whispered Thomas. "Do you think Pouty James will keep up his pouts?"

"I think so, Tommy," smiled Emily. "He's always been quite pouty, hasn't he?"

"Of course," said Thomas.

"I think it is truly funny that the Fat Controller has told him to change his attitude," murmured Emily.

"Why is it funny?" asked Thomas. "Isn't it true?"

"Of course it's true, Thomas…but it also means that the Fat Controller looks at James as if he's a rebellious boy…I just think it's really funny. It cracks me up!"

"I can hear you two!" snapped James, who was still awake and cross. But Thomas and Emily simply ignored him.

Thomas smiled, agreeing with his angel. Then an idea flew into his funnel. "Emily…You saw the other engines' funny faces…and mine. Do you happen to have any? I'm sure you'd be very funny."

Emily wanted to amuse Thomas with all the funny faces she could think of…but not quite yet.

"Be patient, Tommy. You and I will have plenty of fun with that tomorrow. It's getting late anyway. For now, let us enjoy a lovely night's sleep," she said, giving him a wink.

"I look forward to tomorrow. Sweet dreams, Emily. I love you," whispered Thomas, giving her a wink in return before falling asleep.

"Sweet dreams, Thomas. I love you too," whispered Emily. And as she fell asleep too, she smiled with excitement, anticipating the fun she'd have with Thomas.

But the next morning, in James' case, not much had changed.

"James?" said a familiar voice.

"What?" retorted James. He stopped short when he saw who it was. "Sir…"

"Don't you remember what I said about changing your attitude?!" asked the Fat Controller. "Oh, you don't expect me to let you pull passengers with a face like that, do you? Don't you want a job today, James?"

"What does it matter what I want?" asked James abruptly.

"Very well," said the Fat Controller as he turned away. "You can stay here then…in the shed!"

James gasped at hearing that. As the Fat Controller went on his way, still grumbling crossly, "Oh, I don't know, engines today," James sighed with exasperation.

"Why don't you just say you're sorry and stop being grumpy?" asked Emily. "It's no fun sitting in the shed all day."

The rest of the engines continued to amuse each other with their funny faces until they were on their way to start work, much to James' displeasure. Thomas was also happy to see Gordon, for once lifting the humour with his laughter.

Thomas came out after most of the engines left. "Come on, Emily. Let's leave Pouty James be!" he laughed.

Emily giggled and followed Thomas out, leaving James where he was. And James soon found, Emily was right…It wasn't much fun sitting in the shed doing nothing. James just sat there, feeling silly, frustrated and disappointed at the same time.

"Oh, that silly Fat Controller!" he complained. "What's wrong with my attitude? I was only trying to do my best and be really useful." But something else was stirring in James' deep, dark secret thoughts. He had rather faint memories of Molly trying to cheer him up when he had a hard day some years ago. These memories would have made him feel better, but he pushed those thoughts quickly aside. He was in too much of a grumpy mood after having his coaches taken and being left in the shed…

Meanwhile, Thomas and Emily were working together in the yards, gathering empty trucks to take to Brendam Docks and gather crates from a cargo ship. Thomas gathered all his trucks and looked at Emily.

"Well, Emily. I say we have our fun and express our own faces to each other," he said.

"You're right, Tommy," said Emily. "Let's see a funny face from you first."

"The other engines' faces were rather funny," smirked Thomas. "What about mine?" Then he bulged his eyes wide open and howled. "AWOO!"

Emily laughed so hard, she turned pink in the face. "Oh, Tommy, you are too funny sometimes!" she wheezed. After she caught her breath, she gathered her trucks and backed up beside Thomas. Then she remembered what they talked about the night before.

"You asked me if I had any faces to perform…would you like to see?" she asked. Then she squinted her eyes and turned up her nose.

"Ugh…" she groaned. Thomas laughed hard too. Humor didn't need words all the time. Sometimes a funny expression was all that was needed to summon laughter.

"Your turn, Tommy," she giggled.

Thomas squinted his eyes and stuck out his tongue, pretending to be disgusted. Emily laughed hard again. In turn, she spun her eyes around like pinwheels and made a "cuckoo," sound like a clock. Thomas' heart flipped with delight. Emily was not only very beautiful and kind to her friends, but she had a true talent for being very funny.

"You have such a carefree sense of humor, Em," he smiled. "And I like it."

"Thank you, Tommy," she giggled.

"We should go now, Emily. Our crates will be waiting," said Thomas as he whistled and went on his way.

Emily followed him, still laughing a little. "Our crates won't have to wait too long for us. Not as long as Pouty James has to wait to get out of the shed!" she joked.

Meanwhile, back at Tidmouth Sheds, the Fat Controller came back and James tried to put things right. He got rid of his frown and spoke up in a more confident manner.

"I'm sorry I was so grumpy earlier, sir. I really would like a job today. I want to be useful," he said with honesty.

"Very well, James," said the Fat Controller. "But I expect you to be on your best behaviour. And no more sulking."

"Yes sir, of course not, sir! I'll be on my best behaviour!" James promised…but when he arrived at the yards...

"WASTE TRUCKS?!"

The train he was given was some filthy waste trucks. "Smelly waste trucks? But, but, why can't I take those lovely clean coaches again?!" moaned James.

"Edward has taken those coaches today. The Fat Controller's orders," explained Stanley.

Unfortunately, James was in too much of a bad mood to work quickly, and it took him ages to get to the waste dump with his trucks…and even longer to get back to the shunting yards…and he still didn't get any coaches to pull. All the way, he grumbled and complained, giving many engines around him rude and grouchy remarks. But his mind wasn't just full of his stress and disappointment. He was still having faint thoughts of Molly and how she used her humor to amuse him. But even so, after everything he and Gordon put Emily through, he still shoved those thoughts away and continued to sulk. Not even the children on the bridge calling to him would brighten his attitude.

After several late deliveries, he was told crossly by a stationmaster to go to Brendam Docks and help Thomas and Emily. James went on his way, making no effort to go quickly and keep on schedule.

Thomas and Emily, meanwhile, had already arrived at Brendam Docks. They were both still laughing at each other's funny faces and at James' predicament. As they waited for their trucks to be loaded, they looked at each other again.

"Do you think James has been let out, Emily?" asked Thomas.

"I'd be very surprised if he was," said Emily. "If he gave in and actually did change his attitude, that would be lovely to see…still unlikely."

"Is it unlikely you'll be bored by this face?" Thomas rolled his eyes around in circles and exclaimed again "Whoo!" he said out loud.

Emily wheezed through her laughter. "It's likely you'll make me laugh with each face you make!" she squealed. Just as she was about to perform a funny face for Thomas, they heard James' whistle up ahead.

"James?" asked Thomas. "What's he doing here?" he slowly huffed through the docks and found James backing up by himself. He stopped just as Thomas came up behind him. Then he heard the Fat Controller again.

"James!" he said with disappointment. "I've had almost as many complaints about you today as I had yesterday. Going around in a sulk, being rude to other engines and taking far too long to get your trucks from A to B! You need to change your attitude, young steam engine!"

With that, the Fat Controller went for his car and drove off unhappily. "Dear, oh, dear," he said to himself.

Thomas had a feeling that James wanted to change his attitude but his stress and bad mood wouldn't let him. Perhaps he really did want to be a more positive and bright engine for Sodor.

"Change my attitude? How am I supposed to change my attitude?" James asked. At that moment, Emily whistled up alongside him, followed by Cranky's voice.

"What a face, James!" he smirked. "You look even crankier than me!"

"No engine is better at making a pouty face than James is!" chortled Thomas.

"Stop teasing me!" protested James.

"Bu-boo," exclaimed Thomas, shifting his expression again.

Emily giggled at Thomas' childlike humour. When James looked over, he saw her perform yet another funny face. She exclaimed in a funny, childlike manner and went cross-eyed. James managed to chuckle lightly. The very face Emily just made brought back one of his faintest memories. And some of his former joy came back to him. Molly would do something similar to cheer him up when he had hard times. When Porter buffered his trucks from behind, he performed a face too. James even managed to laugh out loud.

"That's it, James!" said Thomas. "That's much better!"

"What do you mean?" asked James.

"He means you're changing your attitude!" rejoiced Emily.

James could hear Molly's voice ring through him very slightly. "That's it, James! That's much better!" her voice sounded through his mind.

"Come on, James! Put a smile on that face! We've got work to do!" said Thomas as he started to huff off with Emily.

"Last one back to the shunting yard is a broken brakevan!" whistled Emily.

So James tried to change his attitude and work more quickly. He still had to pull trucks and do the jobs he didn't like doing. But whenever he started to look sulky again, His friends helped to remind him. After he had gathered a milk train, he was beginning to lose his smile, but on his way to deliver it, Emily came up beside him and performed her funny face again. James could clearly see how Molly used to do this to cheer him up and he laughed right along with Emily. And before long, James found he was even enjoying himself.

Soon, he came back to the shunting yards with the milk. Edward, Henry and Percy were pleased to see their red friend in a much brighter mood.

"Did somebody order some milk?" he asked in a jolly manner. The other engines laughed, and even the Fat Controller managed to laugh when he saw James' changed attitude. James felt really useful and very bright as well. He didn't even mind that he wasn't pulling coaches. Thomas came by next and could hear all the laughter up ahead. After Percy left, Thomas came up beside the red engine.

"Enjoying yourself, James?" he asked.

"Yes," smiled James. "I am. Is there anything else I can do to be useful, sir?"

"Yes, James, there is," said the Fat Controller. "Once the milk is delivered, there is a train of crates for you to deliver to the stations throughout this evening."

"I'll be ready as soon as the milk is delivered, sir," said James. "And I'll keep smiling."

"Very good," smiled the Fat Controller. Then James went on his way to deliver the milk, just as Emily came into the yard beside Thomas.

"James came here first, Emily," said Thomas. "I came next. But you are no broken brakevan…you're still my beautiful emerald angel."

Emily smiled. "Thank you, Thomas. If you were last, you'd still be my handsome cobalt star."

"James is much happier, Emily," explained Thomas. "You should have seen him. He was laughing and smiling like I've never seen before."

"Oh, I wish I could see it," said Emily. "I wish I saw much more of that."

"Well, I have some passengers to look after with Annie and Clarabel, Emily. I'll see you later," said Thomas. Then he whistled and set off to find his two coaches. Emily felt rather happy herself. James had caused her serious pain and stress for several years, and besides having Thomas to help her recover from her past experience, she really liked seeing James in this bright, friendly mood.

And so that was how James learned to change his attitude…but not for long. As Thomas was taking his passengers with Annie and Clarabel, James greeted him in his teasing manner again.

"See you later, lazy boiler!" he whistled.

Thomas still laughed. "It was nice while it lasted," he said to himself.

"Very much indeed," said the coaches.

After Thomas finished his last passenger duties with Annie and Clarabel, he returned to Tidmouth Sheds to find Emily still laughing lightly over the fun she had that day.

He crossed the turntable and buffered to her. "Hello, my love," he said as he kissed her cheek.

"Hello, my little joker," Emily giggled as she kissed his cheek. "Well, Thomas, today was very funny. I had so much fun with you and our funny faces, but today was also very touching. I never thought I would see James that happy and that positive-spirited."

"Neither did I, Emily," said Thomas. "But he's back to some of his light teasing ways…well, it was nice while it lasted."

Emily had to laugh. "James will be James," she sighed. "But yes, it was wonderful to see him happy for once."

"I'm always happy to be with you, Emily," Thomas winked.

"I can say the same for you. I love you, Thomas," Emily smiled as she gently kissed his lips.

"I love you too, Emily," replied Thomas. And the two engines continued to smile and laugh together through the evening.

OK, I have one or two more stories planned before we move onto "A Cracked Ruby", it's been held off long enough, this is meant to build up to it, it's finally time to get to it. So I think a large number of fans would consider this one of the best episodes of Season 20 and I would agree that it one of the most enjoyable and probably funniest one. So tell us what you thought of this adaptation in your reviews and we'll see you all next time with another story.