**AF MP3 player which controls the train stopping and starting.** This is my version of an electronic replacement for the mechanical phonograph in the American Flyer Talking Stations. It uses a prebuilt sound card (DY-SV8F) available on eBay for around $4 and a LCD display. The display I used is 40 characters by 2 rows. I added an LCD backpack to the dsplay to minimise the number of connections needed to the Atmega 328P chip. Because of the backpack, you only need 4 wires, two for power and ground and 2 for serial communications with the displaty The processor uses a menu sketch found on the Internet and modified to address the sound card. You can have up to 10 sounds on the sound card, each about 30 seconds long. This is plenty for the old American Flyer and NOMA station recordings. I added a relay and a 10 ohm 10 watt resistor so that when the recording is playing, the train is held in a control block. The 10 ohm resistor is a lockout eliminator that keeps the train from cycling it's reverse unit once the recording stops and it can go again. I added provisions for a later code enhancement that would allow you to select the recording to play but not start playing until the train trips a sensor in the control block. This feature is not implemented yet but at the present time, you select which recording you want to play from the menu and when you press the play button, it will stop the train in the control block and restart it when the recording stops. This is basically how the mechanical record player mechanism works. As usual, it is powered by the standard American Flyer transformer.