Starlight Express is a rock musical by Andrew Lloyd Webber (music) and Richard Stilgoe (lyrics), with revisions by Don Black, David Yazbek, Alistair Lloyd Webber, Nick Coler and Lauren Aquilina. In the story, a child’s train set magically comes to life, and the various engines compete in a series of races to be crowned "the fastest engine in the world". The underdog, a steam train called Rusty, has little chance until he is inspired by the legend of the Starlight Express, ultimately winning both the race and the heart of first-class coach Pearl.

An abridged, 90-minute production without an intermission opened at the Las Vegas Hilton on 14 September, 1993, with direction by Arlene Phillips and with Reva Rice reprising the role of Pearl. This production was the first permanent legitimate musical theatre production in Las Vegas, however concessions were made in the form of a shortened runtime and betting references in the race sequences. Additionally, partway through the run the Coaches' costumes were given a "Vegas Showgirl" makeover. This production used the filmed race sequences from the first US tour, as well as some of the set pieces. Unlike any other production of the show, it was changed to take place on Christmas Eve, with the voice of Control's mother telling him he has to be asleep ready for the 'big day tomorrow, Christmas Day'.

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