This story was done in collaboration between me and Jriddle41 (Sodormatchmaker on DeviantART), and we both own the OCs that are used in the story. Everything else belongs to their respective owners:

Thomas and Friends (c) Hit Entertainment and Mattel

The Railway Series (c) Rev Wilbert Awdry

Yu-Gi-Oh! (c) Konami

Song used in Intro and Outro (c) Unknown

WARNING: Again, this story is rated T (13-plus) for moments of violence, bloody moments, and some suggestive themes. Viewer discretion may be advised.

Opening up on a boat in the middle of the ocean, Marik was standing at the front of the boat, smirking at how his journey would soon be complete.

"So far, everything's been going according to my plan." The Rare Hunter leader thought. "In just a few more short hours, I'll finally arrive on the Island of Sodor."

It was then Odion walked up towards his master. "Master Marik." he began, kneeling in a respective bow. "Is it time yet?"

"Yes." said Marik. "It's time to awaken the Quiet One to hunt down Thomas Billinton."

Smirking evilly, the teenage boy held his Millennium Rod up, causing it to glow all gold.

(elsewhere...)

Somewhere in Knapford Park, lots of wandering people were watching the familiar mime doing his usual gags.

"Man, is that guy weird looking." said a bystander about the mime.

"He hasn't even said anything for hours." added another bystander.

Duck was walking down the park road when he noticed the mime.

"Well, now..." The Great Western green-haired boy said aloud. "What's going on here?"

The mime...just went on with his usual miming routine...just before Marik suddenly spoke to him mentally.

"The time has come, my mind slave." he said. "Seek out Thomas Billinton...and kill him!"

Suddenly, the Millennium Eye symbol appeared on the mime's forehead. He slid a Duel Disk onto his arm and dove into the air before landing and racing off.

"What was that all about?" asked a surprised Duck.

Suddenly, the Great Western green-haired boy's Millennium Ring started glowing all gold while his eyes turned rather dark.

"It's the same Millennium Item energy from the invasion of Diesel 10." said the voice of Montague. "I shall use my Millennium Ring to track that mime and see where he goes."

Title: Attack of the Sky Dragon, Part 1

Somewhere alongside the river canal, Thomas was alone and observing the clean water.

"Percy's almost to the finals." he thought, having heard of his best friend's victory over Diesel from an earlier call from Emily. "And he didn't even use his Red-Eyes Black Dragon card."

Thomas took out the Red-Eyes Black Dragon card and looked at it fondly.

"I don't know how to believe it, but I have a feeling it will be an important part of my deck for one point or another."

(elsewhere...)

Over with Percy, Lady, Edward, Emily, Toby, and Mavis somewhere downtown, they had just found Billy after a long search.

"Here you go, Billy." Lady said sweetly, handing the young orange-haired boy his deck back.

"Ah, thanks!" smiled Billy happily. "You've no idea how much this means to me."

"I bet we do." Percy smiled right back. "Besides, take a good look at the sweet card I won from that devious troublemaker."

He showed Billy his newly acquired Insect Queen monster card.

"Wow, you got Diesel's Insect Queen!" Billy exclaimed, looking at the rare card.

"Which you so deserved after what he put you through." Emily added.

"Yeah." nodded Percy, smiling brightly. "All I need are two more Locator cards and I'm in the finals."

Yup, it was a good day for the green-haired boy so far.

(elsewhere...)

Back with Thomas, he decided to make his way back to downtown when he spotted someone in the middle of the road.

"Hey!" The blue-haired boy called out. "Who are you?!"

It was the same mime who was under Marik's mind control...not that Thomas knew this at first.

"You... Thomas Billinton... Duel..." The mime stuttered out.

"What?" Thomas blinked, looking very confused.

Suddenly, the mime began to speak normally...in a mixture of voices.

"We meet yet again, Thomas Billinton." said the familiar voice. "I told you to beware the Quiet One, didn't I?"

Thomas instantly recognized the voice. "Marik!"

"The time has come for me to face you directly!" The mime (possessed) stated. "And when I win, your life will be forfeited!"

"But why possess this mime to do it?" asked Thomas. "Why not face me in person?"

"As I said before, it will take me a while to reach Sodor. And I don't want you to get bored with waiting for little 'ole me."

"I'm also aware when you said this 'Quiet One' also possesses one of those three Egyptian God cards you mentioned before." commented Thomas.

"Correct!" laughed the mime (possessed). "My mind slave here, Strings, will personally duel and defeat you with it!"

"Not if I have anything to say about it!" shouted Thomas, firing up his Duel Disk.

Marik's voice laughed in response.

"Then prepare yourself for a Shadow Duel like none other!" announced Strings, activating his own Duel Disk.

The two duelists drew their opening hands (LP: 4000).

"Let's duel!" They both said at once.

The duel to the death...has begun.

(elsewhere...)

Meanwhile, with James, Gordon, and Henry, the first of the three was given a Locator card by the defeated Charlie.

"You win, James." The purple-haired boy said with no hard feelings.

"Thanks." smiled James.

Charlie then noticed that the red-haired boy didn't take a rare card. "Aren't you also going to take my rarest card?"

"I'm sticking to the cards I already have." James answered. "I'm happy with my Elemental HEROES and Neo-Spacians."

"I see." Charlie nodded. Suddenly, the purple-haired boy went and made a joke. "Hey, why aren't elephants allowed on the beach?"

"I don't know." said James, sounding annoyed.

"Because they can't keep their trunks up!" laughed Charlie.

James, Henry, and Gordon each sweatdropped at the really bad pun.

"Bad joke?" asked Henry.

"Bad joke." James nodded.

"Oh, the indignity..." Gordon groaned, face-faulting.

(elsewhere...)

Inside the museum, Ishizu was busy with some cleaning on the Egyptian exhibit when her Millennium Necklace started glowing.

"My Millennium Necklace senses a great danger approaching." she said to herself. "The Pharaoh is engaging my brother in a duel...or is it-?"

Suddenly, the voice of Montague was heard from in the exhibit next to the Egyptian exhibit.

"The energy reading must be coming from somewhere here..."

"Someone's coming." gasping Ishizu, looking at her Millennium Necklace again. "It must be another threat."

Wasting no time, the Egyptian woman hid somewhere as Montague came into the exhibit.

"Another Millennium Item must be here somewhere." he snickered, smirking in wicked glee.

Montague walked forth until he came upon the stone tablet of Thomas and Spencer's ancestors.

"Hello, what do we have here?"

The Great Western green-haired 'boy' touched the glass window concealing the carving, causing his Millennium Ring to glow all gold.

"Interesting." Montague whispered. "Although I cannot read it, these wordings seem to hold the key to harnessing the shadow magic of the seven Millennium Items."

As he watched on in amazement, Ishizu slowly poked her head out to see what the mysterious boy was doing.

"He appears to have some of the ancient knowledge." The Egyptian woman said only to herself quietly. "But not all. My brother seeks a much more dangerous power. If only I had tried hard enough to stop Marik. We may have to fight the next time we meet."

(elsewhere...)

Back with Thomas and Strings (Marik) at the river canal, the duel between them was getting underway.

"The first turn will go to me, Marik!" Thomas stated.

Turn One: Thomas Billinton (LP: 4000)
Deck: (40)
Current Hand (5): Gazelle the King of Mythical Beasts, Dark Magician, Buster Blader, De-Fusion, and Collected Power

After looking his hand over for a moment, he took a card from it.

"And I'll summon Gazelle the King of Mythical Beasts in attack mode!" The blue-haired boy placed his card onto a monster field slot of his Duel Disk.

The mighty beast appeared as a facedown card also appeared behind him (Level: 4/ATK: 1500/DEF: 1200).

"I'll also add one card facedown and end my turn."

"It's my turn!" said Strings (Marik), drawing.

Turn Two: Strings (LP: 4000)
Deck: (54)
Current Hand (6): Humanoid Slime, Worm Drake, Polymerization, Jam Defender, Jam Breeding Machine, and Card of Safe Return

His drawn card was a Spell card called Card of Safe Return.

"This will be easy." The possessed mime continued, taking and holding three cards out. "I'll use Polymerization to fuse my Humanoid Slime with Worm Drake!"

The Spell card materialized as the two monsters, a blue slime-like creature and a green wormish creature with one eye appeared before fusing.

"I call forth Humanoid Worm Drake!"

The fusion ended and there stood a complete fusion of the two monsters (Level: 7/ATK: 2200/DEF: 2000). Thomas only grimaced in worry of seeing a strong monster like that.

"This is all too easy." Strings (Marik) chuckled wickedly. "Take down Gazelle now, my Worm Drake!"

The monster obeyed, charging at Gazelle.

"I activate my facedown!" shouted Thomas, poking a button on his Duel Disk. "De-Fusion!"

The blue-haired boy's facedown card flipped up and revealed itself. Suddenly, the Worm Drake started splitting up.

"My monster!" cried Strings (Marik).

"De-Fusion splits your fusion monster back into its fusion components." explained Thomas.

Humanoid Worm Drake was gone and in its place was both Worm Drake (Level: 4/ATK: 1400) and Humanoid Slime (Level: 4/ATK: 800).

"Curse you!" growled Strings (Marik). "My turn is over now."

Thomas merely drew his next card silently.

Turn Three: Thomas Billinton (LP: 4000)
Deck: (39)
Current Hand (4): Dark Magician, Buster Blader, Collected Power, and Beta The Magnet Warrior

Looking at his hand, the blue-haired boy had a good idea. "I'll save either Dark Magician or Buster Blader for later in case Marik brings out that Egyptian God card." he thought, before taking the card he drew and placing it on another monster slot on his Duel Disk. "Come forth - Beta The Magnet Warrior!"

The yellow magnet warrior appeared (Level: 4/ATK: 1700/DEF: 1600).

"Attack his Worm Drake, Beta!" commanded Thomas.

Beta obeyed and punched through the Worm Drake, destroying it. Strings sneered in anger from the damage he received (LP: 3700).

"Now destroy the Humanoid Slime monster, Gazelle!" Thomas went on.

Gazelle obeyed, slashing the Humanoid Slime with its claws, splattering it on the ground as Strings took more damage (LP: 3000).

"Very interesting." Strings (Marik) remarked, drawing. "But not enough to stop me!"

Turn Four: Strings (LP: 3000)
Deck: (53)
Current Hand (4): Jam Defender, Jam Breeding Machine, Card of Safe Return, and Revival Jam

"I summon Revival Jam in defense mode!" He placed his card sideways on a monster field slot on his Duel Disk. "Behold the most indestructible monster ever made!"

Appearing to the field was a blue creature of slime (Level: 4/ATK: 1500/DEF: 500).

"Doesn't seem very tough to me." commented Thomas dismissively.

"Looks can be deceiving, Billinton." warned Strings (Marik). "But if you're so sure you can defeat it, then go ahead and attack it."

Thomas thought about it for a minute...

"I have two monsters on my field." he thought. "I can destroy his monster with one and the attack with the other." Then he looked at his hand. "Meanwhile I have Dark Magician and Buster Blader both lying in wait just in case."

It was around then that Strings slotted one more card into a Spell/Trap Slot on his Duel Disk.

"To finish my turn... behold the Continuous Spell card Jam Breeding Machine!"

The mentioned Spell card materialized face-up before creating a machine of a sort.

"Now on every one of my standby phases-" explained Strings (Marik) "-I gain one Slime Token. And when I get three of them..."

"-you'll tribute them to summon your God card." groaned Thomas.

"Correct! Now make your move!"

Turn Five: Thomas Billinton (LP: 4000)
Deck: (38)
Current Hand (4): Dark Magician, Buster Blader, Collected Power, and Magical Hats

Looking to his hand after adding his drawn card to it, Thomas made a quick decision.

"Gazelle-" said the blue-haired boy. "-attack his Revival Jam with Claw of Destruction!"

An image appeared beside Strings and smirked confidently.

"Fool..." The possessed mime thought snidely.

Gazelle the King of Mythical Beasts obeyed and charged at Revival Jam, slashing it with its claws.

"Your monster has splattered." declared Thomas. "Now Beta will attack you directly!"

Suddenly, as if by magic, the splatters reformed back into Revival Jam.

"What?! Revival Jam has reformed?!"

Strings (or rather Marik) laughed at Thomas's naivety.

"I told you Revival Jam is indestructible!" he said gleefully. "No attack you make can defeat this monster!"

Thomas grunted and took a card from his hand. "I'll find a way to beat it. And I'll start by sacrificing both of my remaining monsters to call upon a very powerful monster of the warrior-type! Behold the Buster Blader!"

Beta and Gazelle vanished as the mighty purple swordsman appeared (Level: 7/ATK: 2600/DEF: 2300).

"My turn is over now."

"And over to me again." said Strings (Marik), drawing a card.

Turn Six: Strings (LP: 3000)
Deck: (52)
Current Hand (3): Jam Defender, Card of Safe Return, and Pot of Greed

"Now the fun part comes: My Jam Breeding Machine creates a Slime token!"

The machine created a Slime token. Once that happened, Strings took a card from his hand and slotted it into his Duel Disk.

"Now I'll place one card facedown and end my turn." he concluded.

"My turn!" announced Thomas, drawing.

Turn Seven: Thomas Billinton (LP: 4000)
Deck: (37)
Current Hand (4): Dark Magician, Collected Power, Magical Hats, and Graceful Charity

His drawn card was the Spell card Graceful Charity.

"I activate Graceful Charity!" The blue-haired boy slotted drawn his card into a Spell/Trap slot on his Duel Disk. "This lets me draw three cards and discard two from my hand."

So Thomas drew three more cards; Dark Magician Girl, Kuriboh, and Berformet. Thinking quickly, he discarded Berformet and Collected Power, adding the other two cards to his hand.

"Buster Blader-" commanded Thomas. "-attack his Slime Token with Dragon Sword Slash!"

Buster Blader leaped into the sky and brought his huge sword own towards the Slime token...but suddenly, Revival Jam appeared and took the blow instead, splattering into goo before fully reforming.

"But how?" Thomas asked in disbelief. "How did your Revival Jam take my attack instead of the Slime token?"

"I've activated my Jam Defender Trap Card." explained Strings (Marik), showing his revealed facedown card. "As long as it remains in play, the only monster you can attack is Revival Jam."

Thomas growled in frustration.

"Heh heh heh heh..." chuckled Strings (Marik). "I can see you're getting frustrated."

"Now how am I going to get to Marik's life points?" Thomas thought to himself.

While the blue-haired boy was trying to think of a way out of his mess, Strings drew a card and began his turn.

"It's my turn again."

Turn Eight: Strings (LP: 3000)
Deck: (51)
Current Hand (3): Card of Safe Return, Pot of Greed, and Nightmare Steel Cage

As it was the possessed mime's standby phase, a second Slime token materialized from the machine.

"Just one more and I'll have the tributes I'll need to summon my Egyptian God monster" Strings (Marik) thought.

(elsewhere...)

Back on the boat in the ocean, Marik was grinning at the possibilities of killing Thomas will his God card.

"Only a matter of time, Billinton." The Rare Hunter leader thought to himself. "Soon Slifer the Sky Dragon will destroy you."

FLASHBACK

A vision of what could possibly be his winning move was shown.

"Slifer, attack Thomas directly and win me the duel!" called Strings (Marik).

Silfer the Sky Dragon obeyed, firing a blast of lighting at Thomas, causing him to scream in agony as he fell onto the ground motionlessly.

"I've won!" laughed Strings (Marik). "Thomas Billinton is dead and the curse of the Pharaoh on my family has been broken!"

Marik laughed and laughed at his victory.

END FLASHBACK

The vision ended as Marik licked his lips gleefully.

"I can taste my triumph already..."

(elsewhere...)

Back on Sodor (The river canal), Strings continued to make his move.

"To keep my monsters extra safe-" he said, holding a card out. "-I'll activate the Spell card Nightmare Steel Cage!"

The mentioned card materialized face-up. Suddenly, two large cages materialized over both duelists.

"What are these cages?!" Thomas demanded.

"These cages prevent either of us from attacking for two turns." explained Strings (Marik). "But it will be enough for me to summon the monster of your destruction!"

Thomas gasped in shock...as did Buster Blader.

"Ha ha ha ha! You can't attack as long as my Nightmare Steel Cage is out." taunted Strings (Marik). "And even without the cage, the only monster you can attack is my Revival Jam. Looks like you're about to die by my hands, boy!"

"I'm not beaten yet." Thomas retorted.

"Oh, please. What can you even do to beat me?"

"As long as the Heart of the Cards is on my side, I will find a way to beat you!" insisted the blue-haired boy.

"Hearts are for weaklings!" spat Strings (Marik). "And that weakness will be your own downfall!"

(elsewhere...)

Over with Spencer somewhere downtown. The silver-haired boy was dueling a random duelist. He only had a Blue-Eyes White Dragon out on his side of the field.

"Blue-Eyes!" Spencer called. "White Lightning attack!"

Blue-Eyes obeyed, firing a blast at the duelist.

"Worms..." Spencer sneered. "Get out of my sight!"

The attack struck the duelist, causing him to yell in pain (LP: 0).

DUEL RESULTS: Spencer Gresley wins!

The duelist fell to his knees. "I've lost..." he sighed in disappointment.

Spencer walked over with his arms folded.

"Not even token resistance." The silver-haired boy snorted. "Pathetic!"

Spencer took the duelist's Locator card and walked away.

"That gives me four Locator cards so far." he thought, just before a ring tone sounded on his coat collar. The silver-haired boy pressed a button on it. "Yes?"

After a few seconds of talking from whoever it was, Spencer grew cross at what he heard.

"What?! You still haven't been able to locate the other two Egyptian God cards?!"

"We're trying our hardest to find them, sir." said the technician on the other side.

Spencer growled. "Well, try harder!"

(elsewhere...)

Inside the bridge at Boxford Corp headquarters, the communication girls were typing away on their computers.

"Dozens of rare and powerful cards are being played at the moment." One girl reported. "But none of them even match what you're wanting, sir."

(elsewhere...)

Back with Spencer...

"I see." he sighed. "Keep me posted if you find anything."

With that said, he turned off his communication device and walked away.

(elsewhere...)

Back at the river canal, it was currently Thomas's turn.

Turn Nine: Thomas Billinton (LP: 4000)
Deck: (33)
Current Hand (5): Dark Magician, Magical Hats, Dark Magician Girl, Kuriboh, and Spellbinding Circle

Nightmare Steel Cage: 2 Turns

To his disappointment, nothing in his hand would be able to help him at the moment.

"I'm afraid I'll have to pass my turn." Thomas declared begrudgingly.

"As I had thought!" taunted Strings (Marik). "There's nothing you can do to stop my strategy!"

The blue-haired boy scowled. "Just make your move!"

Strings obeyed and drew his card.

Turn Ten: Strings (LP: 3000)
Deck: (50)
Current Hand (3): Card of Safe Return, Pot of Greed, and Slifer the Sky Dragon

Nightmare Steel Cage: 1 Turn

Seeing what he drew, Strings (again, Marik) let out a loud and sinister laugh.

"This is the end." he remarked.

Thomas kept a calm, neutral expression on his face, knowing what's coming.

"First my Jam Breeding Machine will give me a third Slime token..." began Strings (Marik).

A third token popped out of the machine.

"That gives me three in total!" he went on. "Enough sacrifices to summon the monster of your doom!"

The clouds started turning all dark and stormy.

"I sacrifice my three slime tokens and my Jam Breeding Machine to summon my Egyptian God!"

The three tokens vanished in a blue streak...before rising into the sky. Lightning struck around the duel field and even destroying Jam Breeding Machine in the process.

(elsewhere and earlier...)

Over with both Michael and Matt; the two duelists spotted the stormy clouds.

"Huh? Those are storm clouds."

"We'd better get inside." said Matt, looking up too.

Thunder and lightning struck...but then something was emerging from the dark clouds.

"What the-?" asked Michael. "What is that thing?"

"I don't know, but we'd better go check it out." Matt suggested seriously.

The two champion duelists got onto their Duel Runners, revved them up, and drove off to check out what was emerging from the dark clouds in the distance.

(elsewhere...)

Back at the river canal, a huge red serpent shaped dragon was slowly descending from the stormy sky.

"Meet your doom, Thomas Billinton!" Strings (Marik) shouted dramatically. "Behold the Egyptian God Slifer the Sky Dragon!"

"It's...enormous!" Thomas trembled in fear at the sight of the monster.

"And its supreme power will destroy you, here and now!"

Slifer the Sky Dragon let out a massive roar in agreement, which caused Thomas to brace himself from the powerful wind blast.

"You have nothing that can stop this almighty beast!" Strings (Marik) declared, laughing maniacally. "At long last, the death of Thomas Billinton will finally happen! Prepare yourself for the underworld, boy!"

This was not good at all. Can Thomas actually defeat this mighty beast? Or was it all over for him?

To be Continued!