Sleepless in Ulfstead

This episode is largely based on the MLP episode, "Sleepless in Ponyville", and the Theodore Tugboat episode, "Emily and the Sleepover". Hope you like it!

I do not own or endorse Thomas.

It was a brilliant spring morning on the Island of Sodor. Molly the yellow "Claud Hamilton" was delivering a shipment of spring flowers to Ulfstead Castle. Having never been to the estate before, and being a shy engine, she felt rather nervous; and when the castle grounds came into view, she felt even more nervous! "The Earl must be very important to have such a grand castle," she murmured to herself. "Best make a good show of myself."

Trying her best to look dignified, Molly puffed up to the castle junction. The Earl himself was waiting for her on the platform. "Er...here I am...Your Grace!" she whistled.

To her disbelief, the Earl began to laugh. "Now, now, my dear engine: no need to be shy! A simple 'Sir' will be alright!" he chortled. "Molly, is it?"

"Yes, Your Gr-...I mean, Sir," Molly smiled sheepishly.

"Right-o!" The Earl clapped his hands. "Millie! Front and centre!"

"Coming, Sir!" Molly blinked in surprise, as a small blue narrow-gauge tank engine chuffed merrily out from behind some bushes. She drew to a halt and smiled up at her. "Bonjour, Molly!" she chirruped. "Welcome to Ulfstead Castle!"

Well! Molly thought. This Earl certainly knows how to make an engine feel at home!

As the castle workers transferred the flowers into Millie's trucks, the two engines settled in for some happy gossip, and were soon laughing together like old friends. "It's a pity I don't travel on the Ulfstead branch more often," sighed Molly wistfully. "I'm usually busy on the mainline. You're a very lucky engine, Millie, to work at such a grand place."

"You're the lucky one, Molly!" giggled Millie. "You get to see the whole of Sodor. I've never been further than the Blue Mountain Quarry. Don't get me wrong, though: I do like my work here," she went on, seeing the concern on Molly's face. "Connor and Caitlin come and go, and Stephen's always around if I need someone to talk to. But it's still nice to have someone new to talk to - especially another girl." Millie looked up admiringly at the bigger engine. "I wish you could come and visit me more often. You'd be like...well...like my big sister!"

Molly was stunned at first, but then she smiled. "Well," she chuckled, "I can't say I've ever been someone's 'big sister' before: that sounds like fun!"

Just then, the men finished loading. "Right then, Millie!" the groundskeeper called, climbing into her coach. "We've got work to do!"

"Goodbye, Molly!" whistled Millie as she steamed away. "Come again soon!"

"I'll try, Millie!" Molly tooted back. "I'll try," she whispered happily to herself. She was growing very fond of this sprightly little engine.

Molly raced eagerly down the slope on her way back to Knapford Station. "I hope the Fat Controller sends me to the castle again soon," she chuffed. "It'd be fun to spend more time with Millie. She really would be like a little sister!"

Molly glided happily into Knapford, and found the Fat Controller standing on the platform. "Please, Sir!" she whistled. The Fat Controller jumped in surprise, and his top hat nearly fell off his head! Molly blushed. "Oh, er...sorry, Sir!" she said hastily. "But I was just wondering: will there be anymore deliveries to Ulfstead Castle soon?"

"Probably, Molly," replied the Fat Controller, "but for now I need you to collect your coaches from the shunting yard: it's almost time for your 1 o'clock local."

"Yes, Sir. Right away, Sir," puffed Molly, and raced to the yard as fast as her wheels could carry her. But as she reversed toward her coaches, she started thinking about Millie again. Sure enough, she bumped right into the coaches, which rolled backwards and bumped into Stanley! "Steady on, Molly!" he cried.

"Sorry, Stanley!" Molly winced. "It was an accident!"

Whenever she got a chance that week, Molly would ask the Fat Controller about deliveries to Ulfstead Castle, and if he wanted her to pull them. On top of that, she kept getting distracted and bumping her trucks and coaches...and other engines. The Fat Controller finally spoke to her about it. "What on Earth is wrong with you, Molly?" he demanded. "It's not like you to be careless!"

"Sorry, Sir," Molly replied meekly. "I've just been thinking about Millie - you know, the Earl's little engine? I've really started to like her, and, well, I want to see her more often."

The Fat Controller finally understood. "Well," he pondered, "Ulfstead Castle does need a delivery of coal everyday: so, if you want to visit Millie so badly..."

"Thank you, Sir!" whistled Molly delightedly. "I won't let you down!"

And so it was arranged. Molly took a special coal train to Ulfstead Castle everyday, and got to spend time with both Stephen and Millie. The more she went to the castle, the more at home she felt, the more Stephen felt like a grandfather figure to her, and the more Millie felt like her little sister. Molly couldn't have been happier.

One day, she came to the castle as usual, and met Millie inside. "Bonjour, Millie!" she called.

Millie giggled. "Taking up French lessons, are you, Molly?" she asked cheekily, and both engines laughed. "I was thinking," Millie went on, "since we're such good friends now, we could spend some really special girl time - just you and me. You could come and sleep here at the castle some night."

"A sleepover?" said Molly, interested. "That does sound fun!"

"I quite agree!" Molly jumped, startled, as the Earl walked towards them. "Oh! Sir!" she gasped. "You surprised me!"

"I love a good surprise!" said the Earl. "Don't you?"

"Er...yes...sometimes," Molly smiled awkwardly.

"You'll have to get used to that," Millie whispered.

"As it happens, Molly," the Earl went on, "a sleepover might be a good idea for tonight. I'm lending King Godred's crown to a museum on the mainland, and I'll need an engine to take it to the docks tomorrow. If you spent the night, you could do it first thing in the morning. How about it?"

Millie looked up at Molly with big, pleading eyes. "Please, Molly?" she pouted.

Molly chuckled. "Well, I can't say 'no' to a face that cute - of course I'll stay..."

"Yay!" squealed Millie, blasting her whistle with glee.

"...If the Fat Controller agrees, of course," Molly added quickly.

"Indeed," agreed the Earl. "I'll call him at once."

He went inside the castle office, and came out smiling a few minutes later. "Well, girls, it's all systems go!"

Molly and Millie laughed and whistled with delight. "This will be fantastic!" Millie cried. "We can stay up late, play games, sing songs, tell stories..."

"As long as they're not too spooky," Molly cut in quickly.

Millie raised an eyebrow smugly. "Not scared, are you?"

Before Molly could reply, there came a loud whistle from outside. Stephen cruised past with his coaches. "Show a wheel, Millie," he puffed. "That'll be Caitlin with the afternoon tourists!"

"Right behind you, Stephen!" Millie called back. She hurried after him, leaving Molly feeling surprised and a little hurt.

Molly carried out her other duties for the day, and headed back to Ulfstead Castle as it grew dark. As she steamed up the slope, she was shocked to see, hear, and feel Caitlin whoosh past her. She composed herself, and hurried up to the junction to find the big streamlined engine already there and talking to Millie. "Hey, 'little sis'," she panted. "What's Caitlin doing here?"

Millie giggled sheepishly. "Well," she admitted, "I told her about our sleepover..."

"And I asked Manager if I could spend the night too," Caitlin went on excitedly, "and he said 'yes', and here I am! This sleepover'll be a blast! You girls won't have a dull moment with me around!"

"Erm, great!" said Molly, although secretly she felt a bit uneasy. This was supposed to be a special occasion for just her and Millie.

"Hey!" said Caitlin. "Does anyone want to race? Last one to the Sodor Search and Rescue Centre is a busted boiler!"

"But that's not fair!" pouted Millie. "I won't be able to come!"

Molly saw her chance and seized it. "I could pull you," she suggested kindly. "There must be a spare flatbed around here somewhere."

Millie cheered up at once. "Thanks, 'big sis'!"

"Don't mention it, Millie. Just you wait: I'll make this the best sleepover you've ever had!"

The Earl agreed to the race, and went to telephone the signalmen while Millie was craned onto a flatbed. Molly was coupled on, and she and Caitlin lined up side by side at the platform. Stephen stood in front of them to give the all-clear signal. "Ladies," he called, "get your steam up!"

Caitlin took a deep puff and blew out a big cloud of steam. Molly tried her best to blow up steam too, but she couldn't quite kick up as much as the bigger engine. "I must keep Millie entertained!" she huffed.

"On your marks!" announced Stephen. "Get set!" With a blast of his whistle, the old engine shouted, "GO!" And the engines were off!

Caitlin quickly took the lead as they exited the castle grounds, but Molly soon caught up with her as they raced down the slope - but only because the slope was so steep. "Need a little help, Molly?" teased Caitlin.

"No!" panted Molly defiantly.

"Face it: you wouldn't have lasted a second without this hill!" Caitlin picked up speed, blaring her whistle determinedly.

"Faster, Molly! Faster!" cried Millie.

"I'm...trying...my...best!" Molly wheezed. "Are you sure you'll be alright back there?"

"Positive!" Millie replied. "Now come on! We've got a race to win!"

But try as she might, Molly couldn't keep pace with Caitlin, and she steamed into the Search and Rescue Centre second place and nearly breathless. "Told you!" crowed Caitlin.

Millie looked disappointed. "Don't worry, 'little sis'," wheeshed Molly. "We can have more fun back at the castle..."

"That's right!" Caitlin interrupted. "C'mon! I've got some stories that'll scare your wheels off!" With that, she whooshed away once more.

"How does she do that?!" Molly gasped incredulously.

Night had fallen by the time Molly and Millie made it back to the castle. Caitlin and Stephen were waiting for them in the main hall. "Oh, great, you're here!" said Caitlin eagerly. "Didn't get too out of puff on that old slope, did you, Molly?"

Molly was starting to feel very hurt indeed. "No," she mumbled.

"Go on, Caitlin!" chirruped Millie. "Tell us one of your scary stories!"

"As long as it's not too scary," Molly added hastily. "You know, in case Millie has nightmares!"

"Right," smirked Caitlin.

"I don't get nightmares from scary stories!" Millie huffed indignantly.

"Sh, Millie!" Molly whispered. "Let Caitlin begin!" But the anxious look on her face betrayed her words.

As Caitlin told her story, Millie listened with wide eyes, while Molly shrank nervously back. "They say the Phantom Express still haunts these very parts," Caitlin said mysteriously, "biding his time, waiting to find a steamie to give a real spook! Whooooooo!"

"Oh, dearie me! Oh, dearie me!" whimpered Molly.

Just then, a loud bonging noise pierced the night - Molly let out a frightened scream! "Simmer down, Molly!" chuckled Stephen. "That's just the castle's clock!"

"Oh, er, right!" said Molly, feeling her face going redder than Bertie the Bus.

"Scaredy engine!" teased Caitlin.

The engines heard the clock chime ten times. "Goodness gracious me: is it that time already?!" Stephen exclaimed. "Off to bed now, girls; we've got our work cut out for us tomorrow."

As the engines bid each other 'goodnight', Molly glanced across to Millie. "I thought I heard someone else scream too," she said cautiously. "I was wondering...well..."

"No!" replied Millie firmly. "I told you I'm not scared!"

"Just a thought," mumbled Molly unhappily. Some 'big sister' I turned out to be, she thought to herself.

That night, while Millie, Stephen, and Caitlin slept, Molly stayed awake, jumping at every sound in the night. She was sure she'd never be able to close her eyes. "This must be the worst sleepover ever!" she moaned.

A loud, petrified scream suddenly made her jump again. "Help! Help!" a voice cried. "The Phantom Express is after me!"

It was Millie - the little blue engine was shuddering from funnel to frames, sobbing in her sleep. Molly quickly puffed over and gently blew some steam at her. "Millie! Millie, wake up!"

Millie slowly opened her eyes. "M-Molly?" she stammered. "Wh-where's the phantom?"

"It's alright, Millie," soothed Molly. "You just had a bad dream. I thought you said ghost stories didn't scare you?"

Millie's lip trembled. "I lied," she admitted tearfully. "I just wanted to show you how brave I was. I wanted to make it a fun sleepover; but it's probably the worst sleepover in history!"

Molly was taken aback, and it took some time before she found her voice. "I thought I wasn't making it fun enough!" she said. "I thought Caitlin was taking my place!" She glanced sadly over at the sleeping streamliner. "She probably should: she'd make a better 'big sister' than I'd ever be!"

"Are you kidding?!" cried Millie. "Caitlin could never replace you!"

"But what about the race?" asked Molly. "You looked so upset when we didn't win."

"I was upset for you too!" Millie sniffled. "Caitlin may be impressive, but I'd much rather have a 'sister' who shares my fears than a 'sister' who scares me!"

Molly smiled. "Me too, Millie. Me too."

Millie smiled too, blinking back her tears. "But," she said worriedly, "how can we get back to sleep now? I'm still scared, and I'm sure you are too."

Molly had an idea. "Let's sleep side by side," she suggested. "Just to keep each other company."

Millie nuzzled happily alongside the bigger engine. "This is the best thing an engine could ever do for her 'little sister'!" she giggled. Molly chuckled fondly; and before long, the two engines were fast asleep.

The next morning, Caitlin awoke to two lively whistles. "Wakey-wakey, Caitlin!" chirruped Molly. "Time for work!"

Caitlin yawned and blinked. "It's still early," she said groggily. "What are you two so full of energy for?"

"We watched the sunrise!" replied Millie. "Just some special 'sister time'!" She smiled up at Molly. "I've got the best 'big sister' on Sodor!"

"Well, I've got the best 'little sister' on Sodor!" Molly grinned, and both engines laughed.

Just then, the Earl arrived. "Okay, Molly!" he called. "The crown's loaded up and ready to go."

"Right you are, Sir!"

Soon Molly was coupled up, and she puffed away. "Bye, Molly!" whistled Millie. "See you this afternoon!"

"Bye, Millie!" Molly whistled back. And as she glided out of the castle grounds and down the hill, she couldn't have been happier to be Millie's "big sister".