For less than this Thomas set, we recently purchased the Lionel Pennsylvania Flyer O gauge set for under our Christmas tree (although I see now that Pennsylvania is listed for considerably more). I just realized that comparatively, this Thomas Lionel set leaves you wanting. And, maybe it's not a fair comparison because Thomas isn't supposed to be the same caliber of set out of the box - but after suddenly being back in the 'electric train game' after being out of it since I was a kid - this was my experience with the two sets. As it happened, my wife happened to overhear our son tell Santa that he wanted a "Thomas decoration train" (we've been calling the Pennsylvania Flyer the 'decoration train') and we decided we couldn't ignore the opportunity to play up the magic of Santa (he'd never mentioned that to me or my wife directly) and we got this set for him. I immediately noticed a considerable drop in features and quality when setting it up. First, Thomas himself, is relatively light weight - feeling way less substantial than the Pennsylvania. Secondly, and this doesn't seem like a big deal until you actually start trying to use the train, but the hooks that connect between the cars don't open/close - they're rigid (all the trains I had as a kid opened and closed as well). So the only way you can connect the trains is by lifting it up off of the track to slide the connection in from the top. This can be a little cumbersome because it means getting the train back on the track without the hook losing it's connection to the train car that's already on the rail. Also, down in the weeds here, the 'connect' mechanism isn't actually connected to the wheels on the bottom of the train car, they're connected and pivot from the train car itself. So the curve/straight of the track doesn't help to align the connection point. Comparatively, the Pennsylvania's hooks open and lock closed, and are connected to the wheels directly - so that when the wheels pivot on the track the hook pivots in the same direction. You can open them, place a disconnected car on the track, simply back the train already on the rails into it, and the cars will connect with a fair amount of success. Not possible with Thomas. Secondly, as widely reported in other reviews, the eyes don't move in this set. It comes with three faces that fit over the top of an affixed permanent smiling face. Lastly. The features. Thomas does make a chugging noise through an on-board speaker, and does say a few phrases you can initiate from the remote. The Thomas train whistle is there for the horn button, and the same bells that you can hear from the Pennsylvania are in play as well. It's just that, from the Pennsylvania you can actually hear them when the train is running. The speaker on Thomas seems to be too small for you to be able to hear while it's rolling around the track. Also - no puffing smoke feature here. It did come with the same set of oval railroad track that came with the Pennsylvania - which made for a fun opportunity to combine all of the tracks for the big Thomas the Train reveal on Christmas morning. The key here is that the kid was (and is) stoked. We discovered that you can run both engines on the same track with their remote at the same time - which is kind of cool - if not a recipe for a crashing disaster at some point. Also, worth noting, Thomas was able to tow his two cars along with the 3 included with the Pennsylvania without any issue (once we were able to get them all connected, of course). Combining the two sets has been fun. Would I have noticed the disparities had I not happened to jump in with the Pennsylvania just a couple weeks before? Not sure (well, outside of the connection clamps not opening and closing). But as it unfolded, I could definitely feel the shortcuts taken here behind the Thomas license. And meanwhile, the kiddo is happy. And that's the whole point.