- "All good engines need sleep or they can't be really useful engines!"
- ―the Fat Controller
One night, Spencer is staying at Tidmouth Sheds with the other engines. He complains to the Fat Controller that he is not tired enough to sleep and would much rather be star spotting. The Fat Controller tells Spencer that all engines need sleep in order to be really useful.
Spencer is fed up, but he has a plan. As soon as the other engines drift off to sleep, Spencer decides that if the Fat Controller will not let him go star spotting, he will have to do it in secret. Spencer sneaks out of the shed past the sleeping engines.
Spencer finally makes it to the open air, but when he looks up, he only sees clouds. Spencer hopes they will clear and waits. He waits until the sun begins to rise and then he rushes back to the shed before anyone notices he is missing.
The next day, Spencer is tired and in a terrible mood. He refuses to help Percy, ignores the Fat Controller's orders and tells James to mind his own business. Eventually, the Fat Controller loses patience. Spencer tells him he did not see a single star all night. The Fat Controller is confused by this statement and Spencer is forced to tell him that he sneaked out last night to go stargazing. The Fat Controller is very disappointed and reminds Spencer that sneaking out at night, on his own, is highly dangerous.
For the remainder of the day, Spencer tries his best to make up for his mistake by helping out all of his friends, leaving the Fat Controller very impressed. Spencer says he has learned from his mistake and the Fat Controller tells him there will be clear skies that night and he may join him on some star spotting. Spencer is thrilled.
That night, the Fat Controller and Spencer head out to gaze at the stars. Spencer even sees a shooting star. Spencer decides that in future, he will always wait for clear skies and permission before engaging in his hobby.
- Pictures from Spencer's VIP are used.