 The characters are all plush toys, except for Milly and Lilly, who are paper cutouts of flamingo-like birds, The Vrooms, who are two small egg-shaped vehicles, and the Counting Sheep, who are cubical bricks painted to represent sheep.Each character, or pair of characters (except for Driver Dan and Twinkle) has their own train carriage which can be hitched to the Story Train.The audience (sometimes seen as several children, but usually represented by the camera's viewpoint and a child's voice) are sometimes asked for their opinion or choice on matters arising.