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Toad the brake van was feeling sad, mostly because wherever he looked, he can see engines and other rolling stock moving steadily forwards, unlike himself, where he only travels backwards. One day, he decided to talk to Oliver the Great Western engine about his problem and informs him that while he is always going backwards, he has forward thinking views and could possibly be a leader. Gordon, who had heard the conversation as well, tells the brake van that he can't be a leader if he doesn't have a train to follow him, which makes Toad feel even sadder. Oliver, wanting to help his friend, tells Toad that his duties of helping the tank engine brake and keeping the freight cars in order when they go down hills makes him a really useful brake van. Even so, Toad still wants to have a chance to travel forwards, in order to have a change of perspective. The freight cars overhear everything Toad had said and are cross with him. They feel that Toad is being too whiny and are hurt that the brake van does not appreciate having the ability to look after them properly and so, they vow to teach him a lesson.
Later, Oliver is assigned to take a goods train and he soon approaches Gordon's Hill where the freight cars decide to carry out their plan. When the train nearly reaches the top, the cars pounce, they jerk at the coupling directly behind Oliver and within moments, the goods train goes careering down the hill. The conductor jumps clear of the train and leaves a helpless Toad in a state of shock as he hurtles down the line, while Oliver chases after his runaway train. At first, Toad is enjoying rolling forwards and is having fun, but the fun is soon over as he approaches a crossing and the gates are closed. Toad shuts his eyes as he cannot stop and collides with the gates, smashing half the gate to pieces. Suddenly, Toad now realizes that he is on the wrong track because there laid Gordon, resting in a siding and is frightened. A nearby signalman sees to the runaway train and quickly changes the points, just in time, narrowly saving Gordon from a collision. Toad's train thunders through Wellsworth station but suddenly, the brake van sees James coming down the line with a slow goods train. Just as they're about to crash, a quick thinking shunter nearby switches Toad off James' line just in time, leaving James perplexed as to what just happened.
The signalman, who saved Gordon, calls ahead to the stationmaster at Crosby station and informs him about the runaway, which the stationmaster assures that the train will be sent into the sidings. Toad and the trucks race through Crosby and they're diverted into the sidings as planned but the runaway is diverted back onto the main line from Crosby yards due to a points' failure.
Meanwhile, Oliver is racing to the rescue and is not about to give up, no matter what. Toad and his train speed past Henry, who is waiting on a siding and is quite surprised by the sight. More danger laid ahead as some workmen are repairing a bridge but luckily, they were all warned about Toad and his runaway and the workmen divert the train onto an old siding, leading straight into a muddy pond. Although filthy, Toad is relieved that he and his goods train have finally stopped and soon, Oliver arrives and can only smile when he sees where Toad has ended up. That night, Toad speaks to Oliver, apologizing for any embarrassment he may have caused to the Great Westerner. Oliver forgives his brake van and asks him what he thought of going forwards; Toad tells him it was a fun experience, but he will look forward to remaining backwards from now on as he now appreciates seeing everything from behind. In other words, "busy going backwards".