Starlight Express is a 1984 musical with music by Andrew Lloyd Webber and lyrics by Richard Stilgoe. It tells the story of a young but obsolete steam engine, Rusty, that races in a championship against modern locomotives of diesel and electric engines in the hope of impressing a first-class/observation car, Pearl. The actors perform on roller skates."Stage: Andrew Lloyd Webber's Starlight Express , The New York Times

Running for 7,409 performances in London, Starlight Express is the tenth-longest-running West End show. It is the most successful musical in Germany, where it has been performed in a purpose-built theatre since 1988, holding the Guinness World Record for most visitors to a musical in a single theatre.

Background Starlight Express has its roots in three abandoned projects. In 1974, Lloyd Webber approached author Reverend W. Awdry about adapting Awdry's book series The Railway Series as an animated TV series. Following the meeting, Lloyd Webber started composing, with actor and children's TV writer Peter Reeves contributing lyrics, alongside artist Brian Cosgrove animating for it. They pitched their material to Granada TV, who commissioned a pilot episode. The episode was completed in early 1976, but Granada ultimately decided not to produce a full series as they feared that Awdry's stories were not then popular enough outside the UK to justify investing the time and money needed to make the series. Ironically, the Thomas & Friends series later premiered seven months after Starlight Express and became highly successful.

After withdrawing from the project, Lloyd Webber heard a recording of an American soul singer, Earl Jordan, who could sing three notes at once in the style of a steam whistle. Lloyd Webber and Peter Reeves wrote a novelty pop song for Jordan called "Engine of Love," released in 1977. The song failed to chart, but "Engine of Love" went on to feature in some productions of Starlight Express and the melody was also later used for "He'll Whistle At Me".

Around the same time as writing "Engine of Love", an American TV station invited Lloyd Webber to compose songs for a railway-themed animated film of Cinderella. In this version of the story, the Prince would hold a competition to decide which Engine would pull the royal train across the United States of America. Cinderella would be a steam engine, and the ugly sisters would be a diesel engine and an electric engine. The project went into development hell, but Lloyd Webber remained interested in telling a story with anthropomorphic trains.Andrew Lloyd Webber's programme note for the original West End production of Starlight Express, 1984

Starlight Express proper began in early 1981. Lloyd Webber asked lyricist Richard Stilgoe to help him revive the idea as a concert for schools, in the style of Lloyd Webber's breakthrough musical, Joseph and the Amazing Technicolor Dreamcoat. Lloyd Webber and Stilgoe presented two songs the following summer at the Sydmonton Festival, Lloyd Webber's private event for showcasing new work. The director Trevor Nunn watched the performance and offered to help develop the material from something "twee" to something with more "spectacle and theatre magic".

Together, Lloyd Webber, Stilgoe and Nunn developed the story to include the idea of trains and coaches racing. The choreographer Arlene Phillips was brought on board along with the designer John Napier, who suggested staging the show on roller skates.

In 1983, the first act of Starlight Express was workshopped by Nunn and Phillips with a cast that included the comedian Tracey Ullman. Based on the workshop's success, Starlight Express began full-scale production, opening in the West End in March 1984.

Synopsis Starlight Express has been revised many times since it was first produced. These revisions range from tweaks to lyrics to adding or removing entire songs, characters and subplots. The fundamental story, however, has stayed the same.

This synopsis reflects the show as it was first produced, in the West End in 1984.

Act 1 A young boy falls asleep while playing with his toy trains, announcing it is race night. In his dreams, the trains come to life.

The reigning champion – a diesel engine from the U.S.A. called Greaseball – enters with his cavalcade train of several other diesel engines and three freight trucks. They boast of diesel's supremacy ("Rolling Stock"). Next, a steam engine called Rusty enters. Greaseball mocks Rusty, who replies that he will win the championship, despite steam being obsolete compared to diesel ("Call Me Rusty"). The dreaming boy, Control, intervenes and orders Rusty to collect a passenger train from the marshalling yard. He returns with four coaches that make up the passenger train: a dining car called Dinah, a smoking car called Ashley, a buffet car called Buffy, and an observation car called Pearl. Control sends Rusty away to fetch a freight train as the coaches introduce themselves to the audience ("A Lotta Locomotion"). Greaseball returns. He boasts again, this time to the coaches ("Pumping Iron"). Rusty returns with the six trucks that make up the freight train: three boxcars called Rocky 1, Rocky 2 and Rocky 3, a brick truck called Flat-Top, an aggregate hopper called Dustin and a caboose called C.B. They introduce themselves to the audience and argue with the coaches over whether it is preferable to carry people or cargo ("Freight").

Control declares entries for the championship open. Six trains arrive to challenge Greaseball: Bobo, the French Sud-Est; Espresso, the Italian Settebello; Weltschaft, the German Class 103; Turnov, the Trans-Siberian Express from Russia; Hashamoto, the Japanese Shinkansen Bullet Train; and the City of Milton Keynes, the Advanced Passenger Train from Great Britain. Entries are about to close when a surprise entry – an electric engine called Electra – arrives. Accompanied by his train of five components – an armaments truck called Krupp, a repair truck called Wrench, a money truck called Purse, a freezer truck called Volta and an animal truck called Joule – Electra declares that electricity is the future of the railways ("AC/DC"). Greaseball and Electra square up to each other as the entrants form a parade to celebrate the race ("Coda of Freight").

Control announces the rules of the championship: the trains will compete in pairs, with an engine pulling a coach. There will be three elimination heats, and the winner of each heat will move on to the finals to decide the fastest train. The engines start to pick their coaches. Rusty offers to race with Pearl, but she rejects him, explaining that she is waiting for her 'dream train' ("He Whistled at Me"). Electra's messenger, Purse, enters with an invitation from Electra. Even though Electra is not her dream train, she accepts, leaving Rusty alone.

The first heat pits Greaseball and Dinah against Espresso, Buffy, Hashimoto, and C.B. C.B. sabotages Hashimoto by applying his brakes at critical moments in the race and then letting him derail before crossing the finish line. Greaseball and Dinah win comfortably, claiming a place in the finals. After the race, Dinah objects to Greaseball's cheating. In response, he abandons her, and C.B. comforts Dinah ("There's Me"). Meanwhile, a lonely Rusty has retreated to the freight yard where the former champion – an old steam engine called Poppa – sings a blues song to the trucks ("Poppa's Blues"). Poppa tries to persuade Rusty to race without Pearl, urging him to believe in the Starlight Express. When Rusty refuses, Poppa introduces him to an old Pullman car called Memphis Belle ("Belle The Sleeping Car"). Rusty agrees to race with Belle. They compete in the second heat against Electra, Pearl, Weltschaft, and Joule. Electra and Pearl finish first, securing a place in the finals; Rusty and Belle finish last.

Already despondent after losing Pearl as his race partner, Rusty loses his last shreds of confidence. Poppa decides to step up and prove that steam power is still relevant, despite everyone's misgivings, by racing himself in the third heat. Only Dustin is willing to run with him. Rusty points out that the race is already whole, but suddenly, Control announces that the British train has been scrapped, leaving space for a late entry. Poppa interprets this as a sign from the Starlight Express and enters the race. The third heat pits Poppa and Dustin against Bobo, Ashley, Turnov and Wrench. Poppa wins the race, securing a place in the finals against Greaseball and Electra, but the effort of outracing the others and pulling the hefty Dustin exhausts him. Now worn out and half-dead, he begs Rusty to take his place. Rusty refuses at first, but then he notices Pearl with Electra and is jealous. When C.B. offers to race with him, Rusty announces that he will take Poppa's place. Greaseball and the other competitors mock him and then leave. Alone, Rusty prays to the supposedly mythical Starlight Express for help in the final ("Starlight Express").

Act 2 The trains debate whether Rusty should be allowed to take Poppa's place in the finals since he's already competed and lost or whether the area should go to Bobo, who finished second in Poppa's heat ("The Rap"). They ultimately decide to let Rusty race. Control offers the engines the chance to change partners. Pearl abandons Electra and joins Greaseball, leaving Dinah feeling betrayed. Dinah expresses shame at being uncoupled, although she cannot speak the word itself ("U.N.C.O.U.P.L.E.D."). Ashley, Buffy, and Belle try to persuade Dinah to fight for Greaseball's affection ("Rolling Stock (Reprise)"/"Girls' Rolling Stock"), but instead, she accepts an offer from Electra to replace Pearl in the finals. Elsewhere, C.B. hatches a plan. He tells Greaseball he will help him win the championship by sabotaging Rusty. He then tells Electra the same thing. When Electra expresses his surprise at C.B.'s duplicity, C.B. explains that he has spent a career secretly causing train crashes for fun ("C.B.").

The finals take place between Electra and Dinah, Greaseball and Pearl, and Rusty and C.B. C.B. sabotages Rusty, slowing him down so he misses a movable bridge that is part of the course and cannot finish the race. Electra and Greaseball finish in a dead heat. Control announces that there will be another race, with Electra and Greaseball going head-to-head to decide the winner. Rusty complains that he was cheated, but the marshals refuse to listen. Pearl confronts Greaseball after hearing him gloating with CB and Electra about how seamless the sabotage was, but he warns her to say nothing, as the marshals would also consider her complicit and punish her. Rusty retreats to the freight yard, where he bumps into the Rockies. They tell him he will never win without luck and should give up ("Right Place, Right Time"). The Rockies leave Rusty alone. He appeals again to the mythical Starlight Express for help, and this time, it hears. The Starlight Express, which is portrayed by the same actor as Poppa, appears in front of Rusty. The Starlight Express reminds Rusty that he already possesses the strength he needs if he believes in himself, inspiring him to enter the rerun of the final race. ("I Am The Starlight"). The Starlight Express disappears, and Rusty finds himself back in the freight yard with Dustin, who says he was asleep but felt the starlight's presence. Rusty asks Dustin to race with him in the final. He accepts, and they head off together.