When a delivery of pipes is unloaded at Brendam Docks, the engines start to hear scary spooky noises. Salty convinces them that they're hearing the sound of the Flatbeds of Fear. Emily insists that there must be a sensible explanation, but then she hears the sound and becomes frightened too. But soon they discover that the sound was just air blowing over the pipes! Paxton likes to be friends with everyone--diesels and steamies alike, but it's not easy to be friends with Diesel. Diesel scares Paxton when he makes him think that all the other diesels have disappeared. Then Diesel hides and races away from Paxton. But when Diesel runs out of fuel, Paxton offers him help; he gives Diesel a push to the fuel tank--and an experience of friendship!