So Spencer is fairly awesome I hope we all agree on that. Probably the second best character to be introduced in this season and certainly the second most important. I had a lot of fun writing for him, primarily due to his attitude as being Gordon BUT worse, and I hope that came across well here. Also, this episode is fine. I have issues with the quick resolution, but for the most part it'd definitely make my top ten episodes for the season. Also brought an rough end to the Captain Zero flashbacks, there'll be one or two more but not really from his perspective. And I might as well announce it here, the way I'll be writing it, Episodes 24 and 25 will be happening at around about the same time rather than a ill-defined period of time passing between them, Why is that? Well, read on, and you'll see!

This also contains a reference to one of the first other shows I included in this story, and one that surprisingly doesn't get brought up much, in the Zero story bit. Hope you recognize it and enjoy the cameo for what it is.

And now, reviews!

AaronCottrell97: Yep. Still, I'll take as many last looks at the really old stuff, and my personal favourites of the shows' run, as much as I can (Yes, I know, Hasty Puddings, but still, any lookback is worth it).

Reality Rejection Service: Not going to lie, so did I when I was writing it.

Game-Watch: Of that, you will learn later, and I hope you like what I've done with Spencer which is, basically, turn him up to eleven.

MattPrice01: I hope the Grand Plan lives up to hype! Though it's fairly mundane by comparison to some of the other plans revealed thus far. Also, cool Blackadder reference, never go wrong with one of those.

Streakofscarlet: It was a tie between James and Gordon, but Thomas wasn't far behind them, and Duncan was a real dark horse.

Radical Sandwiches: PISS OFF SPENCER INDEED, GOOD SIR.

UGX7: It's definitely a weird decision. I was thinking of re-ordering it, but four episodes out, I really couldn't be arsed. That will be explained briefly here, and not just because I accidentally left in a plot hole. So...yeah. XD.

Garchomp65: You'll see!

jsw: Thank you!

GreatWestern1522: You got your wish!

CUE THE THEME

It was a sunny day on the Island of Sodor, the last day of November, and all the engines were working hard. Or at least, as hard as they could work in such a situation. The smell of the seaside areas was finally beginning to ruin the minds of many engines.

Gordon was excited. And he just couldn't hide it. He thundered down the hill at such a speed that he nearly came off the rails. His driver and fireman, however, were still completely high as a kite, and thus didn't notice.

Thomas was staring off into the distance, a dopey smile on his face as he considered the fine moonshine that Henry had brought to the sheds last night. Henry was lying on the turntable, currently giggling to himself about something only he could see, while Percy had been put on shunting duty as an way to make sure he didn't accidentally end up killing someone.

"MORNING THOMAS!"

"Ahhhh good morning Benjamin!" said Thomas, fully convinced that Gordon was in fact a worm grown to giant size. "This is the shit, isn't it?"

Gordon decided that to try and unpack this moment was too much effort, and he had very little time. "I look my best, and- Well, actually, no I don't, my prime year was 1994, but this is the best I could come with on short notice, AND do you know why?"

"Why, Benjamin?" asked Thomas, who was upon a whole other level of existence at present.

"Because a Duke and Duchess are coming to this Island, and they shall be in need of a special engine! The Fat Controller shall choose ME to be that engine, because only I can make pulling just one coach look badass and not a major prick move!"

"Or it could be both." Edward muttered as he passed by.

"Wait…Duke's back?! Oh Peter Sam will be happy!"

"What? No, this is a different Duke."

"Woah. Engines can have two names that are the same?"

"…It occurs to me that I was expecting too much of you silly little bugger when I thought you were sober, I don't know I thought you high off your rocker would be any better company.

"Paaaaaaaaaaaaaaaaaaaah." Thomas said, as the last of his brain-cells began to sizzle happily like bacon.

As he was dragged away to get the normal slapped back into him by the fitters, Gordon took his place and had his daily massage. It would have been far better, had not James repeatedly rushed past him shouting "BOILER SLUDGE!" at him.

"Educating Gordon Day has come and gone you lazy shite!" snarled the big blue engine.

At last, he was polished and cleaned, and so he took off once more with great joy. In retrospect, perhaps he should have gone and gotten a coach first.

A signal, however, diverted him onto a siding where he was left to fume angrily.

"I AM FUMING ANGRILY!" he said to the world at large. "I'm going to be late, and it shall be all the fault of the NORRIS CLAN!"

At which point, he caught a faint whiff of some very expensive perfume. "What the hell? Has Henry been experimenting again?"

A huge silver engine rocketed by, accompanied that Mysterious Slide Whistler and the sound of god knows how many champagne corks popping. And a loud declaration of "THE KING HAS ARRIVED, BABY!"

"I-WHAT? Steam my pistons and call me Smokey Joe, what was THAT?!"

….

Gordon soon found out, after learning that the Duke and Duchess had apparently attempted to take their pet flamingos with them on holiday. Some people, eh? There, the silver engine sat and hummed arrogantly.

"Hmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm."

And if you never thought a hum could be arrogant, well then, you had not met this engine. He was, at present, having the entire lower half of his body, tender and all, being cleaned. As in a full shower curtain had been erected and at least three attendants were attending to the needs of the engine.

"WHO ARE YOU?!" Gordon shouted, more annoyed at the humming than anything else.

"This is SPENCER!" James said, or shouted, or bellowed. "HE'S THE FASTEST ENGINE IN THA WORLD!"

"Bollocks." Gordon said, bluntly. He was impressed, though. And threatened. And very angry.

Spencer looked down his very, very large nose at Gordon. "Hmmmm. You were in the gutter last time I saw you."

"We call them sidings!"

"I know what I said. In your element, were you? PHAW PHAW PHAW!" That was his laugh. Alternatively, he had a stroke. Or both.

"I'm the Duke and Duchess's private engine! I take them everywhere! Bet all you've taken is the sweaty fat man over there trying to battle his eating addiction."

On the platform, Hatt felt insulted for a moment as he choked on his fifteen cream bun of that day.

"I'll have you know that I have TAKEN THE QUEEN!" Gordon's voice went very squeaky.

"Ha! Just the once I bet! Me and her Majesty are old pals, I bet you that if it weren't for that devilishly attractive Phillip, you'd be referring to me as your Majesty at this point!"

"Oh that is not an image I need in my head." Emily groaned.

"Silence! All right then-"

"EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEK!" Spencer screamed, at the top of his lungs. Hatt jumped backwards, James knocked into a set of buffers. Everyone looked startled. "WHAT. IS. THAT."

There was a long pause. Hatt turned to his left. "Er…what?"

"BEHIND YOU! STANDING THERE! Mouth open, fangs like RAZORS!?"

"….You mean Joe?"

"JOE!" Spencer seethed with terror and/or outrage. "Of course. It's one of those things I've heard about!"

"…Human beings?"

"A workman?"

"A functioning member of society?"

"That's it!" Spencer drew himself up to his full height and hissed the words out "A POOR person! I've heard of them only in myths! Is it the only one!? Quick, someone fetch an axe!"

"My word you might actually be worse than Gordon." Edward's eyes widened. "Might…actually…be….excuse me for a moment ,I am going to go and stare blankly at a wall until things make sense again."

"Right…well, the Duke and Duchess are having a fox hunting party up at Maron which I AM NOT INVITED TO." Hatt seethed. "I...I don't have a job for any of you, I just figured you ought to know."

"Bloody fox hunting, it's a crime!" Emily stormed off to Do Something About It, and you could tell it was serious, because it was in ALL CAPS.

"But that's really far away over Gordon's Hill!" James said, vastly overestimating the distance that would need to be travelled.

"Is this some slack jawed yokel expression? What is a 'hill' for those of us who prefer to live in the real world?"

No one had the energy to even comprehend that statement. "You'll need to take on plenty of water." Gordon grumpily muttered.

"HA! If I want your advice, I shall DEMAND it! Peasant! I have plenty of water! I don't listen to common tender engines like you!"

"COMMON-" Gordon was rendered temporarily speechless with rage. "I WAS TRYING TO BE HELPFUL!"

"And you failed! Much like your attempts to burst the speed records. PHAW PHAW- UGH! A speck!" And off Spencer went, racing away.

"Now that-" said James, smugly "-is what a real engine looks like!"

To that, a wide range of expletives were visited upon the red fool.

…..

While at Knapford, Spencer was coupled up to his one and only coach, tried to ignore the idea that the Duke and Duchess only really wanted the coach for the massive four poster bed inside, and started off as the whistle went, and he was finished with his Brambly Hedge 96 Vintage Wine.

He showed them many beautiful places. Such as the Badger-Culling Area, where Old Man Norris beat badgers with a large stick until they stopped moving. OR the Lecherous Old Goats Club, which was literally a group of old goats owned by rich people humping each other. The goats...not the rich people. I assume. And other such things that I presume the upper class enjoy.

He never stopped once to take on water. Unless it was actually red wine, he thought it vulgar.

Thomas and Gordon were picking up passengers at Wellsworth when Spencer rocketed past, the Phantom Slide Whistler striking once more.

"DON'TFORGETTOTAKEONWATER!" Gordon shouted to the Great Burk. But he was ignored, promptly.

"WHO CARES?!"

"There may be trouble ahead." Thomas remarked. "But while there's moonlight-"

"Oh shut the hell up." Gordon muttered, not even having enough energy to rant and rave at the little blue bastard.

…

"So I said to him, I said "Tony, chum of mine, listen, who cares if you started a war in incredibly dodgy circumstances just so you could be tight with your other chum, the fool in the White House! Bottom line is, if you don't run for Prime Minister, you shall kick yourself!" And he said to me, he said "Spencer, oh gorgeous mounteback that you are, will you-" Then I said-" Spencer paused. "I say, there appears to be something wrong!"

Spencer's story was rudely interrupted as he came to an abrupt stop halfway up Gordon's Hill. "I say!" He bellowed. "Driver, have you been at the shebert again?!"

"We're not moving!?" The Duke said, sticking his top hat covered head out of the window. It was the only part of him that was remotely covered.

"Why didn't you take on water, you FOOL?!" Spencer shouted at the driver. "Now we'll never be able to exterminate all those dirty foxes at this rate!" He glanced back down the line. "Oh, there's a tower there!"

"I say!" The Duke narrowed his eyes. "Is that a workman?"

"GAH! Another one of those POOR people! This Island is a nesting ground for the little vipers!"

…..

"He's what?"

"Refusing our help. He keeps screaming that we're going to infect him with our minimum wages and Bankruptcy, and the rest." The signalman sounded very confused. "He also seems to think that we've come to cut the Duke's head off."

"….Have you?"

"Well sir, if we were intending to, we'd have to wait for the Duke and the Duchess to get their clothes back on. And also to dispose of the….many instruments that they have in the coach."

"Oh, they are musically gifted? They never mentioned that."

"….Sure, that's what I'm talking about."

"I shall send….eeny meeny- Oh screw it, send Gordon to deal with it. And I'll come down and rub it in the Duke's face."

"Oh it's that kind of party, is it, sir?"

"MIND OUT OF THE GUTTER."

…

Gordon arrived at the station just in time for the stationmaster to give the news. "You've got to move Spencer off the hill."

"Ho ho ho! Well it appears that the boot is on the other hand now, isn't it?" Gordon paused, wondered if he had buggered up the saying and then decided to go off and gloat to Spencer.

In the background, Edward could be seen, still in the middle of trying to comprehend the idea that Gordon was the lesser of two evils in this situation.

Spencer was in the middle of screaming at the sight of a huge, ferocious monster (A sheep) when Gordon arrived, looking….okay, apparently the wind blew and his face got stuck in a miserable expression, so we'll just assume that he's excited and smug and his normal self. "Run out of water?" He asked innocently.

"Take your smelly peasant attitude and stick it!" snarled Spencer.

"How rude! Is that what you said to her majesty?"

"My tank must be leaking do to one of those DIRTY hobos you have on this Island! That's it! It's one of those people on BENEFITS!"

"Of course. Of course. Alternatively, you're just a knacker who should really shut his mouth. You're keeping everyone waiting!"

Somewhere, back down the line, Edward snapped out his depressive funk to let out a loud and mocking "HA!" before sinking back into the quagmire of bafflement.

Gordon was soon coupled up to Spencer, and after making sure that he was suitably prepared, started off up the track. For the first time, it was he who was helping someone else up the hill.

He would not stop going on about this for the next two to three months.

…..

"So, where's Emily?"

"Ah, she said that the smell of old rich people makes her nauseous."

"Ah."

Thomas and James were left silent as they mulled over trying to start an actual conversation that did not revolve around the Island itself.

"Soooooo."

"Yeeeeep."

"SEE WE'RE RIGHT ON TIME!"

"Oh thank god!" shouted the two engines as one, as an embarrassed Spencer was dragged in by Gordon.

"What do you think of Spencer now?" whispered Thomas to James. This, as can be expected, was a mistake.

"TOO MUCH PUFF AND NOT ENOUGH STEAM!"

"Wow, okay, shout it out, why don't you? Whisper for god's sake!"

"I AM WHISPERING!"

"Well done, you are the fastest engine on Sodor-Oh, we're wrapping up!? Gordon, say something for the last scene of the episode."

"Uh, er, I know that?"

"….That was crap." Sir Topham sighed. "Still, now that I am here with the Duke and Duchess, let us get the hunt underway!" He paused. "Hmm, what's that sound?"

"BE FREE, MY BROTHERS!" shouted Emily, as a whole herd of foxes ran through the station and to safety.

"UGH! Women!"

One long beatdown later, Emily was taken away to have a quiet nap as Spencer tried to recover what little remained of his dignity and awe-inspiring attitude, and failed miserably when he tripped through a time portal, landed back in an earlier episode and then fell back through the time portal again. He then decided to go home and pretend this day never happened.

…..

"So Duck, how are you faring?"

Duck groaned. "Well, I've had worse. Fairly sure that one of my cellmates thinks I'm quite attractive, but it's okay. We're engines. So none of that funny business." He let out a long sigh. "Pretty bloody tired though."

"Hmm…..so what happened?"

"Uh, I'd got done with my last train. Saw D1, and he started to taunt me. I went after him, didn't touch him. We just had a chat."

"He tell you anything?"

"Mostly just…stuff we all figured out. He said that Zero was involved, which I told Fergus and I have to assume we should take with a pinch of salt. That the whole 'boxes' thing was just a ploy to make us think overly complex plans and such. And that the enemy's got a massive foothold on the Island through relatively legal means." Duck grimaced. "He had this turret with him, like the ones we used in the Battle of Sodor? Turned on him, he was completely shocked."

"Right." Edward glanced around. "Now, thing is, can't tell you much, but we've decided to move Oliver to somewhere safer. Fergus is leaving with him this afternoon. Can't say where, but we need to get him somewhere with…you know, actual facilities for this sort of stuff. We figure that with the Iron Circle locking down their hatches, they'll not be paying much attention to some of the old backroutes and stuff."

"Smart. Why didn't they ever approach you?"

Edward frowned. "I'll be honest with you, it's the Sodor thing. Too many idiots and too many accidents, it leaves a bad impression." He went sombre for a moment. "And another thing….which we won't get into now!" He offered a weary smile. "We'll get you out. Even if it's not in time for Christmas, I'm sure Percy'll give you some stuff. Maybe a bit of mistletoe for your amorous trackmate."

"Don't start."

Edward paused. "Worse than Gordon." And he broke down once more.

…..

HALIFAX HARBOUR, THE PAST.

"Good morning sir, I'm Theodore Tugboat." The tug offered one of those incredibly painful smiles that suggested he was secretly screaming inside. "How may I assist you?"

The man smiled. "Just a wee check up, lad. There are rumours that there have been some strange goings on around here. Some….arsehole stealing shipments from around these parts."

Theodore chuckled grimly. "You can say that again, eh?" He swallowed. "Trying to cut down on the stereotypes. Uh, yes, as far as we can tell, this guy's good. He's a one man crew, so it's been said. Unless there's a random gang of twenty men who have the same height, same comical accent and same rather pungent smell."

"I'll sure." He clicked his pen. "Got a name for this person?"

"Well, we heard someone call him John, so we've taken to calling him Sailor John for the most part."

"Bit of a simple name, isn't it?"

"It's the cleanest one we have."

"Ah."

"Yes." Theodore glanced out, mournfully. "We really don't need it atop of everything else. I'm a tour guide now, apparently. Our show dried up a year or so ago, so we're all stuck in the water, or we'll get shoved in some museum somewhere." He grimaced. "Reminds me of the Star Tugs, what's happening here?"

"Oh?" The man's interest was piqued. "Whatever happened ta them?"

"Several of them went under in the war, or so they say, some made it to here, got repaired and were sent back out, looking for the others. Still are by all accounts." Theodore shook his head sadly. "And those who stayed probably had the same thing happen to them as it is with me. Not tugs any more, just there for gawkers to stare at. Terrible thing to happen."

"Aye." The man smiled despite his words. "Terrible thing."

"Our time is coming to an end, sir. We're a dying breed, us talking vehicles, you'd never know it, but we are. The novelty's worn off now."

"Ye have little idea how right ye are."

…

"You could have killed him."

"Would that have endeared you to me?"

"….No." The Malignance frowned. "Not necessary, I suppose. I have no doubt that the scum he and his friends have aligned him with will eventually turn on them in time." He let out a long sigh. "Ah….it went well on my part, by the by."

"Oh?"

"I have secured more fortuitous residences than this area. It was surprisingly easy, though it should probably go without saying that I'd like to be absolutely sure that we've got a proper foothold on the Island before we move."

Zero smirked. "You pick up on things quickly. You've got a keen head for business."

"I've not got a keen head at all." The Malignance hissed. "This carcass bores me. ..However, there is A solution to that which…we will discuss when we come to it. You wish to meet your son?"

"I do. Jenny's fine, I guess, but a son who is fully on our side means that there's going to less resistance for when we inevitably tear down the Island."

"I wish you good luck."

Zero smirked. "I don't need it."

…

The first day of December.

It was early morning. The snow was falling upon the tracks, though conspicuously not in certain areas where one might expect it to fall, and the engines were all bracing themselves for the cold and unpleasant task that was to come.

Somewhere else, a very cold and unpleasant spirit made it's way back onto the Island, on the back of a flatbed pulled by an Other Railway diesel. "All right then." It hissed to more Other Railway diesels, all waiting. "If you can, attend to both the Caledonian engines and the Great Western, but at the very least, make sure that our jailbird doesn't sing any more. I have business to attend to up at the mountains." Ivo Hugh's possessed body slipped off onto the Narrow Gauge tracks, and with a groan, the Malignance began to move forward.

And suddenly he stopped.

"Ahhh….so you're here too." He said, softly. "No matter. The little diesel and his traitorous brethren die tonight. You cannot stop me, Lady."

And he set off.

After tonight, nothing was going to be the same again.