Air date: October 13th, 1998 (UK), September 19th, 1999 (US)
James is complaining about having to get his paint dirty while shunting some coal trucks, so Thomas tells him to think about other things and other people. Meanwhile, Percy and Oliver witness Tiger Moth flying with a banner that is promoting the Harry Topper's Fair at Tidmouth Bay. They then head to Brendam Docks to pick up something for the fair.
James is still angrily shunting trucks when he sees Mrs. Kyndley upset; her sister was supposed to come and visit, but she's told Mrs. Kyndley she cannot do so. The Fat Controller soon hears the news and sends Harold to pick her up. Although annoyed that his paint is again ruined by Harold, James is happy when he gives Mrs. Kyndley a ride and she sees a bird's-eye view of the Island.
Percy and Oliver find that their load is horses for the carousel ride at the fair. James is happy when the Fat Controller tells him to take Mrs. Kyndley on a mystery tour; her destination is the seaside fair and she is happy to open it and have the first ride on the carousel. James then agrees with Thomas that making someone happy does make him happy and they watch the fair.
Tropes featured in the episode:
- An Aesop: Making others happy will make you happy.
- Character Development: Thomas calling James out for thinking of himself when he should be thinking of others shows how much he's changed since he was a Bratty Half-Pint in the early seasons of the show.
- Continuity Snarl: Percy passes the airfield with a train of tankers as Harold takes off, despite the fact he’s supposed to be with Oliver.
- Good Feels Good: What James learns.
- It's All About Me: James complains about not getting better jobs and always having to do the jobs he's supposed to do, he gets better later.
- Jerk with a Heart of Gold: James. He started off too focused on complaining about his jobs and caring about feeling important, but soon learns that making others happy makes him happy.
- Shut Up, Kirk!: A downplayed example. Thomas calls out James for worrying about himself when he should think more of others. James retorts, stating being important is the only thing he can think about.
- Stock Footage: This episode begins with scenes of Skarloey and Peter Sam pulling passenger trains from "Four Little Engines" and "Peter Sam and the Refreshment Lady", respectively. The latter is especially egregious since Peter Sam has his old funnel.
