Sitting idly at Ulfstead Castle was Spencer. The big silver engine was bored. Terribly bored. The Duke and Duchess of Boxford were having breakfast with the Earl leaving Spencer with nothing to do. He watched as Stephen and Glynn clattered up to the castle's platform to pick up a group of tourists due for a day of frolic around the castle grounds. The streamlined engine then noticed that the engine who delivered them wasn't the usual Brian, but Meredith. The fancy engine perked up at the sight of the sprightly tank engine. He hadn't seen her in quite some time. Somehow the two just never seemed to cross paths despite Spencer spending the long hot summers on the island. "Why hello there." Spencer whistled. Meredith jumped then shot daggers at the smarmy A4.

"What do you want?" She hissed. The little engine didn't particularly like Spencer. Though he was much like Flying Scotsman in his mannerisms and overall mien, but something about him just rubbed Meredith the wrong way.

"I was just saying hello." Spencer huffed. He forced himself to keep his smirk though he couldn't help but feel nervous under Meredith's cruel gaze. She clearly picked up that little skill from Gordon. "It's been a while. Are you holding up okay?" Spencer wanted greatly to discuss her affairs with Flying Scotsman, but he knew she would deny their involvement. Still, he couldn't seem to shirk the heavy curiosity that plagued his firebox. "Why don't you come over here for a moment and we can catch-up?"

"Umm… why?" Meredith raised her brow. She didn't trust that the sleazy engine wasn't simply trying to charm her into a berth. Though he could lay on the charm like Scotsman; she would easily resist merely for the fact that Spencer made something as enjoyable as sex exhaustingly boring.

"To talk? Don't you ever just… talk with another engine?" Spencer then bit his tongue. He nearly made a personal jab at Meredith that would've very likely landed him in the smelter's yard.

Meredith groaned. She had time. "Fine." She said and huffed over to the big engine who offered up a stupid grin as she stopped in front of him. "So, what enthralling topic of conversation do you have for me?"

"Why don't you tell me about you and Flying Scotsman?" Spencer jeered. Meredith wavered a little, but held her hard gaze.

"Why would you want to hear about all the ways you're insignificant?"

Spencer's smile dropped. "Um, okay, that was a bit harsh…"

"You asked."

"Yes, but I didn't mean to just drag me through the ballast like that." Spencer tried to laugh but he really had to process the comment. It was quick. He commended Meredith for her near instant wit, but damn she almost always went for the throat right out the gate. Then another topic came to mind, but he knew she would not hold back should he ask. "Well- perhaps you could tell me where I went wrong?"

"What?" A small laugh escaped Meredith's boiler. "Are you hoping for some kind of opportunity at redemption?"

Spencer shrugged. He hadn't considered actually trying to lay her again despite his past success at that very task. As much as he would've loved to pin that pretty little engine against a wall he had to consider her other suitors who would splatter him if he did so. "Maybe just to help save another engine from suffering as you."

Meredith considered the opportunity presented before her. She quite liked the idea of having free reign to rip the pompous engine a new one. Perhaps it would help her friend Rosie learn what actual good sex is. "Well," Meredith took a deep breath in. "For starters you're kinda lazy. Don't just assume that because an engine is smaller than you that they can't take a little jostling. You're a handsome engine and you have the potential to pack quite a punch so why not just do it? Why be so reserved?"

The silver A4 was immediately sent back to his confrontation with a past lover who said almost the exact thing of him. "I just don't want to hurt anyone."

Meredith rolled her eyes. "You wanna know how many times Gordon and Flying Scotsman sent me to the Steamworks?"

"No, not really." Spencer grumbled with a scowl.

"Enough." Meredith ignored Spencer's pouting. "But my point is they can read the room. If you just paid attention to who you're lying with you'd understand what they want."

"So, what? Do I just have at it?"

"Yes." Meredith finally smiled. She was enjoying getting to lecture an older engine like a small child. "We're made of metal. Don't be afraid to get that pretty silver paneling a little crumpled."

Spencer snorted. "I'm not sure the ones in charge of my care would appreciate that."

"They'll get over it. Just learn to be a little less dopey and you'll be solid and hopefully avoid anymore shame."

Spencer smiled. "Thanks." The smile quickly turned to a seductive smolder. "You really think I'm handsome?"

"Well yeah, but you're also stupid." Meredith said with a wink as she started to back down the track. "Unfortunately I have no advice on how to correct that."

Spencer frowned. He truly did not see what Gordon and Flying Scotsman saw in Meredith outside her beautiful body. She wasn't all that pleasant, at least not to him, and she was extremely juvenile. Even so, Spencer was slightly jealous of his cousins, but not jealous enough to risk his tail.

It was later that afternoon when Spencer was released for some free time while the Duke and Duchess relaxed at their summer home. The big silver doofus decided to give Meredith's advice a try with his faithful lay, Rosie. She had never expressed any displeasure by him, but he knew that even if he failed to perform the perky little engine would still be satisfied. She was simple like that.

Spencer puffed into Vicarstown goods yard and found Meredith, but didn't see Rosie. "I say, Meredith." He called to the white tank engine and she paused her shunting. "Where's Rosie?"

"She had to run up to the station to set a train. She'll be back in a moment." Meredith began her work once more then stopped with a grin. "Wanting to give my words a go, huh?"

"Perhaps." Spencer said slowly as he rolled over to the shed where he would seduce his little lady.

"Well try to keep it quiet." Meredith teased. "I've got a lot of work to do and I'd like to not be distracted by your gross moans."

"My moans are not gross!" Spencer gasped.

"Maybe, but they certainly didn't rattle my rivets." Meredith was having too much fun tearing down the engine's confidence. It wasn't exactly on purpose but he continued to idiotically give her opportunities to dig in.

Spencer rolled his eyes. "You're a right tit, Meredith."

Meredith blew Spencer a mocking kiss but said nothing more. Rosie had just puffed into the yard and squeaked happily when she saw her boy toy waiting for her. "Oh, Spencer!" She sang. "I thought you had left for the winter."

"Not yet, my dear." Spencer cooed. Meredith's teasing had shaken him, but seeing Rosie perked him right back up. "Are you busy?"

"Umm…" the red tank engine glanced to Meredith who gave her a knowing nod. "Nope." Rosie then said excitedly. "My schedule just cleared."

"Great." Spencer gestured to the shed behind him. "After you."

"Oh such a gentleman." Rosie beamed as she quickly turned around and scooted into the shed with a puffy Spencer following closely behind her.

Meredith finished shunting her train and peeked over at the station. She saw Flying Scotsman and he saw her. Meredith gave her cab a teasing shake and Scotsman laughed before he started out towards the yard. Meredith's boiler bubbled and popped as she saw her sneaky link stroll casually towards her. "Hello there, handsome."

"And hello to you too, beautiful." Scotsman purred as he unexpectedly locked his lips with Meredith's in a deep, but quick kiss. "I see our shed is now occupied."

"I think it's just the communal fuck closet now." Meredith laughed. Her cheeks were bright from the surprise PDA. No one had noticed that she could tell but she continued to feel uneasy.

Scotsman noticed Meredith's tension in her wheels. "Did I startle you with that kiss, my dear?"

"Uh- a little bit." Meredith admitted with a sheepish grin. "I'm not used to you being… cuddly."

"I can do it again." Flying Scotsman murmured as he drew closer to Meredith once more. "You know, to help you get used to it of course."

"Of course-" Meredith breathed as her and Scotsman's lips began to meet once again, but before they could get lost in a messy make-out they were interrupted by a loud cry from the shed. It was Rosie who just had the most intense release of her life. Meredith and Flying Scotsman exchanged a quick glance before they both burst into crying laughter.

"Maybe we should go somewhere else." Scotsman chuckled and he began to reverse down the track.

"Only if you plan on making me scream like that." Meredith said with a tantalizing smile. Scotsman stopped and looked Meredith in the eye.

"Darling you won't have a voice when I'm done with you."

Gordon was once again at the Steamworks. The workmen were beginning the preparations to replace the casing around his intimate areas. He watched as they all adorned sterile gloves along with their usual overalls and boots. They would have to hold certain parts in place while the new casing was being attached and Gordon was fearful that all that touching would accidentally stimulate him. He shuddered at the idea. He had to force himself to think about other things. Anything other than Meredith. That would guarantee a rise every time.

On the other side of the Steamworks inspections continued like clockwork. Dr. Blackman was finishing up with James who had no qualms with being gawked over with a fine-toothed comb. Luckily the area where Gordon was being worked on was paneled off so as to maintain privacy for the big engine, but he could still see the rest of the repair bay. The red engine didn't notice Gordon as he was released from the bay with perfect marks. If there was one thing sir Topham Hatt was skilled at, it was keeping his engines properly and perfectly maintained. He took great pride in making sure his engines were tended to and in pristine working order.

The big express engine had begun to doze off when he heard a familiar whistle approach the bay. He opened his eyes and saw Meredith puff in with a bright smile. She looked so lovely with the evening sunlight glowing behind her. She hadn't noticed Gordon at the back of the Steamworks, which didn't bother the large engine. He didn't want her seeing him in such a vulnerable state.

Gordon hadn't noticed the men begin their work. They had already removed the old, rusted casing and were preparing to place the new case when Gordon made the mistake of glancing back over towards Meredith as she was having her undercarriage examined. Gordon's eyes shot open wide as his own undercarriage began to throb. "Shit." He whispered. He tried to fight it but he could already feel the steam redirecting down low. The workers could tell something was wrong by the way Gordon had suddenly become restless but they kept on with getting the new casing into position to be welded.

"Keep still would you, Gordon?" The supervisor called from below.

"Yes, of course." Gordon blushed and forced himself to think of something that would stave off his arousal. He kept his eyes to the ground so he wouldn't accidentally catch another glimpse of his lovely lady. That was when his mind began to wander, but not to anywhere pleasant. It went to an image of Flying Scotsman pinning Meredith down in a shed. He could hear her sighs as if he was right there. Gordon's boiler began to rumble angrily and the workmen all paused.

"Gordon, what's the matter now?" The supervisor was growing impatient with the engine and he tapped angrily at his table.

Gordon breathed out. "Nothing." He peeked back to Meredith. The inspector was still poking around beneath her. She was completely unfazed. In fact, she was asleep. Gordon's anger subsided. He simply couldn't stay mad at the sweet engine. Perhaps it was because he knew her actions weren't malicious. She wasn't a bad engine, she was just hopelessly impulsive. He prayed she would grow out of it soon so he could look at her without being overcome with immense pain.

So I have been assaulted by sudden inspiration and it hit me as I was writing this chapter which served to irritate me. I did my best to focus on this but my mind was racing with the new ideas that reared their beautiful boilers. I gotta do a bit of digging regarding certain engines and I'm wondering if I put this idea off for the third installment -yes I'm planning on writing another sequel after this one- because it has so much potential for being an entire fic in and of itself. I'm not sure but we shall see how I carry on.

In other news while I was writing the bits about Spencer my son was on the floor playing with his own Spencer toy and kept saying 'Clean up, Spencer' which made me laugh. It was like he knew on a subconscious level what I was writing about. Now he's running through the hall yelling 'Gordon! Tender!' Glad to know I'm raising another Thomasverse fanatic. *evil laugh*

I also was nearly found out by some former co-workers I was having a chat with. I mentioned I was writing, my former supervisor was naturally curious, and without missing a beat my friend said 'It's probably a Thomas fanfic' and I'm just thankful she couldn't see my face cuz I about recoiled into myself. Oh the horror if anyone I know found this.

Anyway, that's enough babbling. I've not much of substance to discuss this chapter so I thought I'd blurb about some personal bs. Thank you for the continued support!

Much love;

Bumble