When Kate unexpectedly sees Homer Bedloe in Hooterville, she knows trouble is in store. Bedloe plans on selling the Cannonball, a seemingly one-of-a-kind antique locomotive. His buyer is millionaire retired train man and antique train aficionado, Phillip Waterhouse. Waterhouse is an old, ornery and snobbish man who generally gets what he wants. With Charley and Floyd's help, Kate hopes she can convince Waterhouse that the train is in such disrepair that it's not worth buying. Kate's plan backfires when she learns Waterhouse enjoys repairing old trains. She hopes that with the family's help, she can get through to Waterhouse the necessity of the train to the valley.