[3] The film stars the voices of Alyson Stoner, Whoopi Goldberg, Corbin Bleu, Jodi Benson, Patrick Warburton and Jamie Lee Curtis.

In the Real World, a boy named Richard is antagonized by two bullies, Scott and Stretch, who steal his grandfather's pocket watch.

Upon finding the tracks, they start up the mountain, and encounter an old, rickety wooden bridge that partly collapses as they are crossing it.

Richard almost falls off, but is saved by Little Engine and Ace the Jet Plane, and they finish crossing by using an old Railway Mail pole as a makeshift rail for the bridge.

Richard reconciles with his friend Marcus, who is proud of him for getting his watch back and decides to keep his adventure in Dream Land a secret.

During the closing credits, the toys are shown with their new owners in the Real World, while the Nightmare Train is derailed on a snow bank.