Homer Bedloe, arch-enemy of the Hooterville Cannonball, returns in abject disgrace and poverty to Hooterville Valley. He has been replaced by Wilbur Goodfellow, who supposedly is the exact opposite of Bedloe in every way. Bedloe is looking for somewhere to stay, at least for a little while. Goodfellow arrives to inspect the spur line and the Cannonball. After his inspection, Goodfellow plans to make major investments into the line. He plans to send the Cannonball in for a refit and to loan a new locomotive as a temporary replacement. Everyone is excited by all this news. After Kate goes to the cinema in Pixley, she discovers the whole thing is a scam and that Bedloe and Goodfellow are working together.