- “Never mind him Peter Sam, he'd be frightened if he really saw a ghost.”
- ―Rusty explaining Duncan to Peter Sam
After Rusty helps Peter Sam to the water tower with his train, Peter Sam's trucks break away and fall off a bridge into a ravine. The Fat Controller punishes Peter Sam by making him work in the yards until he can trust him again. Duncan chortles that Peter Sam's trucks will return to haunt him, so Rusty tells him of an engine who tried to cross the same bridge over the ravine and fell into the swamp below. And now his spirit haunts the bridge. Duncan is dismissive, but Peter Sam's driver gets an idea. He and Duncan's crew plan to teach Duncan a lesson and take him to the bridge. That night when Duncan was just about finished with his work, he is halfway across the bridge and then stops. He begins to see flickering lights that looked like an engine in front of him, (though it is actually just an engine formed by fireflies) then Duncan's crew secretly throws a large rock from the cab and into the ravine below. Creating a loud splash. Duncan spooked, believe's it's the ghost of the engine and begs to be taken back to the safety of his shed.
- Sir Topham Hatt
- Skarloey (does not speak)
- Peter Sam (does not speak)
- Rusty's Ghost Engine (does not speak)
- This is the first episode to use the new large scale models of the Skarloey Railway engines, although Duncan, Peter Sam, and Rusty's small scale models were used in the shed scene. However, in the fourth season, larger partial models of the engines were made for use with the close up scale human figures.
- In the UK version, when the trucks fall into the ravine, the music is omitted.
- The ghost engine in Rusty's story uses Skarloey's model.
- The shed that Rusty, Peter Sam and Duncan were at was really the shed from Rheneas Station from the previous season.
- This is the only episode in the fifth season not to feature any standard gauge engines.
- The engine formed by the fireflies resembles Rheneas and Smudger.
- This episode most likely takes place during the events of Rusty and the Boulder, as the quarry is seen in this episode. In the aforementioned episode, it is stated that the quarry is brand new and is also then closed in a short amount of time.
- The "Best Quality Diesel Oil" barrel from Bowled Out can be seen in the shot of the workmen looking at the Ghost Engine.
- When Skarloey passes by in the first scene, a red wire is visible underneath him.
- In the UK narration, the narrator says that Rusty whistled goodbye, but Rusty is a diesel, and therefore does not have a whistle.
- In the US and in various international versions, when Rusty leaves Peter Sam at the water tower, he makes puffing noises despite being a diesel.
- Duncan's face moves when he cries "Whoo-oo-oo!" This also happens to the other engines in this scene.
- Because both scales of models were used, Rusty's face changes size in the shed scene.
- When the fireflies form the engine, the end of the tracks is visible in the distance.
- In the shot of Peter Sam's driver speaking to Duncan's crew about the trick, a workman next to Peter Sam is missing his legs, this is more clearly shown in a rare picture.
- When Peter Sam's driver speaks to Duncan's crew about the trick, his eyes are wonky.
- In a rare photograph, Peter Sam has his old funnel and is smiling instead of looking sad, and much like the scene in the actual episode, the workman next to him is missing his legs. This is because Peter Sam's old funnel was never removed. His square funnel was merely a funnel placed over the old one.
- When the Ghost Engine goes onto the bridge, he is white, but when he falls into the ravine, he is red. This is because Skarloey's model is used for the Ghost Engine.
- Due to a film cut, when Duncan's face fades from shut-eyed to looking sad, his cab moves slightly.
- In the US narration, Alec Baldwin says "It's as tame as a pet rabbits" adding an "s" on the end.