This greatly upsets the other steam engines including Gordon (voice of NEIL CRONE)), James (voice of SUSAN ROMAN) and Thomas (voice of EDDIE GLEN), who all work for the monopolistic owner, Mr. Topham Hat (who's never seen but is occasionally heard grumbling on the phone). As Diesel 10 and his two engine cronies, Splatter (voice of NEIL CRONE) and Dodge (KEVIN FRANK), set out to find Lady, little do they know she's hidden away in Muffle Mountain, just outside Shining Time.

There, a lonely old grandpa, Burnett Stone (PETER FONDA), cares for her and not only laments that he didn't protect her from Diesel 10 in the past when he and his wife-to-be were kids, but also that he currently can't find any coal that will make Lady run once again. At the same time, Mr. Conductor begins to worry as he realizes that his supply of magic dust has run out and left him on Sodor with no way to return.

Thus, he call his slacker cousin, Junior (MICHAEL E. RODGERS), to bring him some. Junior, however, meets Stone's granddaughter, Lily (MARA WILSON), and uses up his last "sparkle" to transport the two of them to Sodor. With Diesel 10 continuing his quest to find and destroy Lady, it's up to Thomas, Lily and her new human friend, Patch (CODY McMAINS), along with Mr. Conductor and Junior, to thwart the diesel's efforts, find more magic dust, and restore peace and harmony to both worlds.

Originally introduced in Britain during the 1940s by Reverend Wilber Awdry, the little engine that could got a new life when British filmmaker Britt Allcroft brought the character to TV in a show called "Thomas the Tank Engine and Friends."

Narrated by ex-Beatle Ringo Starr, the series - latter re-christened "Shining Time Station" with George Carlin taking over as the conductor -- instantly became popular with kids, delighted parents with its imaginative storytelling and uplifting messages, and soon spread across the world via the series, its toys and millions of spin-off videos.

Now, Thomas and his friends are ready for the big time as they're headed to the big screen in "Thomas and the Magic Railroad," a full-length film that combines live action with miniature, model-based animation. The question that thus naturally begs to be asked (and answered) is whether this is a good idea. After all, most silver screen adaptations of such shows and toys are usually done so that something new and more grandiose can occur, or simply to allow larger scale storylines to be introduced, thus justifying such a theatrical release.

On the flip side, and as is the case with the recent Pokemon films, artistic integrity was shoved out of the way in favor of straight merchandising. As such, the film existed solely for making money -- via giving away free trading cards at the box office - and attempting to first capitalize and then reinvigorate that specific card-trading craze.

With this film, Thomas and company get the big star treatment with the inclusion of notable actors Alec Baldwin and Peter Fonda, as well as a longer running time and a more complex and ultimately complicated story than was possible on the TV series. What it doesn't get, however, is a story and/or filmmaking attempt truly worthy of the big screen, or apparently much more of a budget to enhance the film's overall look.

Regarding the first criticism, the plot is something of a convoluted mess that will simultaneously perplex and bore older kids and adults, but probably won't bother younger kids who will simply like the bright colors and intentionally hammy acting that occurs.

While I can't compared the basic underlying plotline to that which occurs in the TV show, the story here is disjointed, episodic and obviously lacks a cohesive factor needed to pull everything together into a satisfying whole. The separate, but somewhat interrelated storylines - consisting of a diesel engine wishing to destroy an old steam engine and a train conductor and his cousin trying to find the magic gold dust that enables them to magically travel from one locale to another - simply don't go together that well, giving the film something of constantly incongruous feel.

In addition, certain beloved characters from the story - such as Stacy the station manager (played by Didi Conn who reprises her role from the TV series) and Indian conductor Billy Twofeathers (played by Russell Means of "The Last of the Mohicans" fame) only briefly appear, while some of the film's more major ones seem to wander about without having much to do.

Then there's the fact that the film's titular character - the reason most of the kids will probably want to see this film - doesn't get as much screen time as one would expect, as the live action characters and their story dominate the proceedings.

To make matters worse, the film's quality isn't exactly up to Oscar standards. Of course, it's not intended to be a contender, but when bits of stilted dialogue and bad acting show up (and that's not even taking into account the moments that are obviously over-emphasized solely for the young target audience), you'll notice them without any problem (much like hearing fingernails scratching down a chalkboard).

As far as the performances are concerned, Alec Baldwin ("The Edge," "The Hunt For Red October") may be playing against type (despite reportedly playing the role of the conductor in the latest versions of the TV show), but he actually does a fine job in playing his Lilliputian character, especially considering what's asked of him. Michael E. Rodgers ("The Patriot," "Sugar Town") steals the show, however, with his character's infectiously impish persona, and his performance will most likely be the most enjoyable to kids who see the film.

Unfortunately, the rest of the major characters don't share that quality. Among them, Peter Fonda ("Ulee's Gold," "The Limey") seems most of out of place. While he's appropriately playing the character as written, he makes his Oscar nominated performance of Ulee Jackson look like Richard Simmons in comparison to what occurs here, and he never seems comfortable in the role.

Former child star turned young actress Mara Wilson ("Matilda," "Mrs. Doubtfire") is left high and dry by the script that doesn't allow her to turn on her usual charm, while the character played by her compatriot, Cody McMains ("Tumbleweeds," "Escape to Grizzly Mountain"), is similarly abandoned.

As far as the film's visuals are concerned, they may appease all of those young eyes watching them, but clearly will look primitive to everyone else, especially in today's special effects-laden age. While some viewers will appreciate that the models and related animation used for Thomas and his friends have remained relatively unchanged, other will see such "special" effects as positively antiquated.

That's because the little talking trains converse without moving their lips - although come to think of it, maybe they're all ventriloquists - and the only animated emotive capabilities they possess are toy-like eyes that roll around in their otherwise motionless heads. Various facial expressions do appear, but such frozen looks of joy, concern and anger only show up when the camera cuts away for a moment and then returns to see the new expression.

The superimposing of the live action, miniature humans into their live action and animated worlds doesn't look great or completely "realistic" either, making one wonder just how much of a budget writer/director Britt Allcroft (who makes her feature film debut after producing Thomas on TV) actually had to work with.

Of course, and notwithstanding all of those criticisms, the true litmus test of a film like this is how well it plays to its target audience (who, after all, don't read film reviews). While the size of our screening audience of preschoolers (just one theater half-full of them) isn't large enough to be statistically relevant in determining how the film will play to all such aged kids, our group certainly didn't pass my restless reading.

That's where you listen to the film with one ear but keep the other open to aurally scan the audience and determine whether the kids are mesmerized by what occurs on the screen, or are getting audibly restless during it. Despite the bright colors, talking train engines and the fact that it's aimed squarely at them, our audience quite often pegged the needle off the restless meter, thus indicating that it wasn't doing its job at totally engaging them (then again, perhaps they were a bunch of buddy film critics not bound by the need to be respectful and proper during the screening).

My guess is that too much time was spent with the live-action characters and story while the kids would have rather had more time featuring Thomas and the rest of his animated brethren. Adults may feel the same way, and it's too bad that Allcroft and company didn't put much emphasis on attempting to entertain those sporting a middle school education and above.

It's certainly nice to see a kid-based film come along with the right kid-friendly intentions. After all, that target audience has been recently subjected to PG-rated cartoons and the likes of live action fair fashioned along the lines of "Home Alone" with or without bodily-based humor and slapstick style mayhem. Then there have been the live action remakes of old cartoons that, notwithstanding "George of the Jungle," have been quite bad, and even some of Disney's G-rated feature films have occasionally been too dark and sexually charged (the buxom heroines, etc.) for some parents' tastes.

Thus, a rather innocuous film like this should be warmly greeted by parents for aiming at the preschool set and hoping to entertain them and teach them a lesson or two (which the film does). However, the best kid-based entertainment is one that the children's adult chaperones - be it parents in the theater or teenage babysitters once on video -- can enjoy as much as their young charges. Unfortunately, that's not the case here as everything - but the complicated plot - is played down to the level of the target audience, and some of the filmmaking isn't up to the highest standards.

Clearly not as good as it could and should have been, but certainly not as horrible as the recent Pokémon film, this effort clearly has its heart and intentions in the right place, and seems like something that will moderately entertain its target audience. Probably a better video rental than a theater going experience (due to kids seemingly being more attentive to the TV than a movie with all of its built-in distractions), "Thomas and the Magic Railroad" rates as a 4.5 out of 10.