Before Disneyland, Walt Disney's enthusiasm for realistic model trains had evolved into an elaborate backyard live steam railroad. At the heart of his railroad was a quaint red barn, which was his center of operations. Now at home in Griffith Park in Los Angles, the barn is a gem in the collection of the Los Angeles Live Steamers, an organization of train enthusiasts dedicated to educating people in railroad history and lore, and to further the avocation of live steam, gas-mechanical and electronic railroad technology. Huell tours the barn and hears stories of Disney's passion for trains which many people say fueled his vision for his theme parks.

Then, after hearing there are only three barns like it left standing in California, Huell visits the historic Octagon Barn in San Luis Obispo. Locals estimate that it is more than 100 years old and was built as a livery stable and later used as a dairy barn.