Here is a revised version of Season 1 of Yu-Gi-Oh! The Sodor Chronicles with more mistakes fixed and new things added in. The original version of the story was originally posted on the account of Jriddle41, but it's gonna be moved to my account. The 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, the story is rated T (13-plus) for moments of violence and some suggestive themes. Viewer discretion may be advised.


Opening up at the harbor, Thomas had just defeated one of Sailor John's pirate commanders, and rescued Emily from drowning in the ocean. Unfortunately, now our heroes had a new problem: Spencer Gresley was here. And no one knew the reason why.

"Spencer?!" cried the Tidmouth Teens.

"What are you doing in San Francisco?" Gordon demanded. "Shouldn't you be running your family's little company?"

"Not that it's any of your business-" said Spencer. "-but I've entered into Discord's tournament as well."

"We didn't see you at the airport back on the Island of Sodor." Thomas stated. "Why come so much later? It's Day 4 of the tournament."

"I have my reasons. But I'll let you guys in on a secret: I will be the only to face off against Discord...because he's mine!"

The gang reeled back in shock from hearing the silver-haired boy say that.


Title: Scars of Fear – James vs. Spencer


"Yours?" Gordon blinked. "What did he ever do to you?"

"Yeah, Discord's one of the nicest men we've ever met since arriving." Percy protested.

"You don't get it!" Spencer snapped, gazing at the green-haired boy fiercely. "Discord has just kidnapped my parents. And now he aims to try and take control of my family's company!"

The Tidmouth Teens couldn't believe what they had heard.

"Rubbish!" snorted Henry. "Discord would never do such a thing."

"What makes you think Discord did it, anyway?" asked Toby. "For all you know somebody could be setting him up."

"It's not a lie." Spencer replied. "One of his executives visited my company two days ago, trying to invite me to the tournament...but when I refused to join, he revealed that my parents were both kidnapped, saying that if I didn't take part Discord would buy all of the shares to Boxford Corp and take over it completely...and I would also never see my Mother and Father again."

"I can't believe that." said Edward. "It sounds like the work of Sailor John."

This caught Spencer's attention. "Sailor John?" he blinked. "Who's he?"

"He's a selfish pirate who wants to discredit Discord and get people to follow him in his own quests." explained Thomas.

The blue-haired boy then told Spencer Discord's story and his duel against Commander Laura. Spencer listened carefully...but when Thomas finished, the silver-haired boy didn't seem very convinced on the matter.

"There are no such thing as pirates!" Spencer snorted in denial. "For all you know, you're probably just defending that tyrant, Discord!"

"It's the truth!" objected Emily. "I was almost killed by one of those pirates!"

All of a sudden, James rushed forth and grabbed Spencer by his coat collar, lifting him up in anger.

"Listen here, you!" James seethed. "Emily here almost suffered death from drowning due to a duel Thomas had with a real sadist, and here you go and accuse us of defending Discord. Well, let me tell you a little something, you sleazy, slimy-"

Spencer merely grabbed James fist.

"Wha-?!"

Spencer effortlessly tossed James aside.

"I don't like being touched by those who aren't as rich as me." said Spencer snootily, fixing his coat collar.

James fell onto the ground...but mainly his face.

"JAMES!" cried Emily and Mavis, both running over.

"James, are you okay?" asked Thomas, kneeling over to see if his red-haired friend was hurt.

"That little rich son of a-!" James mumbled, losing his temper and getting up while pushing Thomas aside.

"Why, James, I almost didn't see you there." mocked Spencer. "I see you've got a Duel Disk and dueling glove. What with a duelist with your intelligence shouldn't even be here. I'm surprised you were even invited."

"Watch your mouth, Spencer!" snapped Gordon. "James here defeated Stanley Hudswell, the champion of Washington!"

"Yet from what I heard, even Emily here was able to defeat you. And she's played the game even less than you have."

James was really starting to lose his cool. He wasn't going to let this snob push him around like that.

"That does it!" shouted the red-haired boy, starting his Duel Disk. "You and me are dueling. Right here, right now!"

"Me?" snorted Spencer. "Duel against you? PAH! I have a harder time playing solitaire. You're not even worth a breath of my time."

He turned to leave...but not before James went and said something that the red-haired boy knew would really get under the silver-haired boy's skin.

"Suit yourself," said James. "Never knew that you were too scared that a guy with my intelligence would beat you."

Spencer only ignored that remark and still walked away. But then, James said this...

"Or perhaps you're scared to duel because Thomas here beat you."

Hearing that, Spencer quickly turned around with a look of growing anger on his face.

"What did you say to me?" he whispered, trying to hold in the fury from being reminded of that memory.

"You heard me loud and clear." James smirked. "After Thomas gave you your first defeat and knocked your ego down a notch, I bet you can't even duel or pick up a card without flinching."

"Um, James..." Thomas spoke up in concern. "I'd be careful if I were you. Spencer maybe a huge jerk, but he's still pretty much considered the top duelist of the Island of Sodor."

"You mean he USED to be considered." retorted James. "I bet he can't even beat me... let alone face you again."

"ENOUGH!" roared Spencer. His anger had reached the breaking point. "You want a duel? Then fine, I'll accept that challenge! But I warn you; there will be no mercy coming from me."

"Fine." James huffed. "I won't show you any mercy either."

Spencer activated his Duel Disk and walked forth. As the two duelists took their positions, Emily watched with concern.

"I hope James knows what he's doing." The dark green-haired girl stated. "Because if he doesn't, he won't last long."

"Me too, Emily." Thomas agreed. "This duel will not be easy for James to win unless he keeps his head clear and cool."

Both James and Spencer drew their opening hand (LP: 4000).

"Let's duel!" The two duelists announced at once.

The Tidmouth Teens watched as the duel commenced.

"I'll take the first move, if you wish." James stated.

"Fine." Spencer accepted. "It matters not to me."


Turn One: James Hughes (LP: 4000)
Deck: (35)
Current Hand (5): Elemental HERO Bubbleman, Bubble Blaster, Monster Reincarnation, Elemental HERO Necroshade, and Elemental HERO Clayman


The red-haired boy's hand contained the following cards; Elemental HERO Bubbleman, Bubble Blaster, Monster Reincarnation, Elemental HERO Necroshade, and Elemental HERO Clayman.

"Not too shabby." James thought to himself, taking a card from his hand. "I summon Elemental HERO Bubbleman in attack mode!"

The aquatic looking hero appeared to James's side of the field (Level: 4/ATK: 800/DEF: 1200).

"And when he's summoned and I have no other monsters out-" added James, drawing two cards from his deck. "-then I get to draw two cards."

The drawn cards were shown to be Silent Doom and Mirage of Nightmare. Smirking, he added the two cards to his hand and selected the Bubble Blaster card.

"Next I equip Bubbleman with Bubble Blaster! This gives my monster an attack boost by 800 points!"

The weapon appeared in Bubbleman's arms as his attack went up (ATK: 800 - 1600).

"Your move, Spencer." said James.

Spencer smirked. "You call that a move? I'll show you a real move!" He drew his card. "Now!"


Turn Two: Spencer Gresley (LP: 4000)
Deck: (34)
Current Hand (6): Blue-Eyes White Dragon, Silent Doom, Kaiser Sea Horse, White Dragon Ritual, Negate Attack, and Kaibaman


Spencer kept his smirk when he saw what he drew, and proceeded to take it and lay it onto his Duel Disk.

"It's time to show you who my hero is." The silver-haired boy stated. "I summon forth the Ally of Justice - Kaibaman in attack mode!"

Appearing before them was a man with a similar coat to Spencer's but with a helmet fashioned into the head of a Blue-Eyes White Dragon (Level: 3/ATK: 200/DEF: 700).

"And you called my moves weak." snorted James. "That thing's too weak to handle my Bubbleman."

"Don't be fooled by its weak stats." Spencer warned. "My monster comes with an effect that you will regret finding out."

James narrowd his eyes. "Try me."

"Very well. If I tribute my newly summoned monster, I can special summon from my hand onto to my field your worst nightmare!"

Kaibaman disappeared in a blue streak. The Tidmouth Teens (and Mavis) all gasped at what was about to happen.

"I call forth the legendary Blue-Eyes White Dragon!" announced Spencer, placing the card on a monster field slot on his Duel Disk.

On cue, the first of Spencer's three Blue-Eyes appeared with a mighty roar (Level: 8/ATK: 3000/DEF: 2500).

"This could be a very short duel..." whispered Gordon in shock.

Unfortunately, a certain red-haired boy was thinking the exact same thing...

"Um... did I say your move was weak?" asked James nervously. "I-I meant to say it was REALLY good. Yeah, that's it!"

"Too late to beg for mercy!" Spencer shouted. "Go, my Blue-Eyes! Destroy Bubbleman with White Lightning!"

The Blue-Eyes White Dragon obeyed, opening its mouth and firing a blast of white electrical energy at Bubbleman, who held up Bubble Blaster in front of him.

"When Bubbleman is equipped with Bubble Blaster-" explained James. "-it takes the hit instead of him."

The blast struck the blaster and destroyed it. James didn't lose any life points from that effect.

"Big deal." Spencer shrugged uncaringly. "I've managed to summon my Blue-Eyes on my first turn, and you have nothing that can stand against it."

"Not true!" James snapped, drawing his card. "I'll show you!"


Turn Three: James Hughes (LP: 4000)
Deck: (32)
Current Hand (6): Monster Reincarnation, Elemental HERO Necroshade, Elemental HERO Clayman, Silent Doom, Mirage of Nightmare, and Polymerization


The red-haired boy smiled once he had seen the drawn Polymerization Spell card.

"Sweet!" James thought, and slotted the card into his Duel Disk. "I activate Polymerization. Now I fuse Bubbleman with Clayman from my hand!"

The mentioned Spell card materialized and standing next to Bubbleman was a large rock figure with a red head. The two fused together and disappeared.

"Meet my defensive Elemental HERO Mudballman!" James announced, smiling proudly.

Appearing in place of the two heroes was a larger rock figure with Bubbleman's head, kneeling (Level: 6/ATK: 1900/DEF: 3000). Over with the audience...

"All right!" cried Gordon. "With 3000 defense points, James should be safe for the next little while."

"But for how long?" asked Henry.

"Until he can get something strong enough to take down Blue-Eyes." Edward replied.

Back at the duel...

"If that's your best-" scoffed Spencer, drawing a card. "-then this duel is already mine."


Turn Four: Spencer Gresley (LP: 4000)
Deck: (33)
Current Hand (5): Silent Doom, Kaiser Sea Horse, White Dragon Ritual, Negate Attack, and Pot of Greed


His drawn card was the Pot of Greed Spell card.

"And I'll start my turn using my drawn Pot of Greed card!" Spencer slotted the card into his Duel Disk, causing the mentioned Spell card to materialize face-up. "This lets me draw two extra cards."

He drew and now held Paladin of White Dragon (Ritual Monster) and Burst Stream of Destruction (Spell).

"And to kick off from my draw, I'll play this Spell card!" Spencer continued.

The familiar card he used against Thomas in their duel materialized, thus making James sweat nervously.

"Not Burst Stream of Destruction!" he wailed.

"That's right..." grinned Spencer. "Now my Blue-Eyes can destroy any one monster on the field. Destroy Mudballman with Burst Stream of Destruction!"

Blue-Eyes obeyed and fired off a more powerful version of White Lightning, destroying Elemental HERO Mudballman in one strike.

"But now you can't attack with your dragon this turn!" James pointed out.

"Who says that has to happen?" Spencer mocked, holding up a Spell card. "I activate White Dragon Ritual!"

"A Ritual Spell card!" exclaimed Thomas.

"That's right. To work this card, I must offer up my level four Kaiser Sea Horse."

A warrior seahorse wielding a long lance briefly appeared on Spencer's field before disappearing. This allowed Spencer to slap another card onto a monster field slot on his Duel Disk.

"Come forth, Paladin of White Dragon!" boomed Spencer.

In Kaiser Sea Horse's place was a green-skinned warrior clad in white and gold armor ridding what looking like a younger version of Blue-Eyes White Dragon (Level: 4/ATK: 1900/DEF: 1200).

"Oh man." James groaned. "I'm in trouble."

"You're wide open for a direct attack!" Spencer sneered. "Go, my Paladin! Attack James directly with Ionic Spear Burst!"

Paladin of White Dragon obeyed, charging forward and slashing at James with his spear. James grunted as he lost life points (LP: 2100).

"Is that all you got, Spencer?" asked the red-haired boy. "I've seen better."

"You want some more? Then I'll be more than happy to make your wish come true!" Spencer took one card from his hand. "I'll place this card facedown."

A facedown card appeared behind Paladin of White Dragon.

"Now I'll use my Paladin's effect. I'll tribute him in order to special summon from my deck my second Blue-Eyes White Dragon!"

Paladin of White Dragon disappeared and in its place came a second Blue-Eyes (Level: 8/ATK: 3000/DEF: 2500). James watched fearfully. He was now up against two Blue-Eyes White Dragons, and he currently had nothing that could beat them.

"Just give it up, James." Spencer coldly demanded. "A weakling like you could never hope to defeat me. It will save yourself from the humiliation if you just surrender to me now."

"Don't listen to him, James!" called Gordon. "If Thomas can beat him, so can you!"

"He's right." said James to himself, before looking at Spencer confidently. "If Thomas can beat you, then so can I, Spencer! Watch out!"

He drew his next card.


Turn Five: James Hughes (LP: 2100)
Deck: (31)
Current Hand (6): Monster Reincarnation, Elemental HERO Necroshade, Silent Doom, Mirage of Nightmare, and Graceful Charity


"And to start my move, I'll activate my handy Graceful Charity Spell card!" James stated, slotting the card into a spell/trap slot on his Duel Disk.

On cue, the card materialized face-up. Raindrops gently fluttered above him and onto his deck, like celestial light of a sort.

"Thanks to this-" said James, drawing three cards. "-I can draw three cards and discard two."

Thinking carefully, the red-haired boy discarded both Mirage of Nightmares and Silent Doom. He then added Elemental HERO Bladedge, Skyscraper, and Edge Hammer to his hand.

"Now I play Monster Reincarnation!" James continued, showing Spencer his card. "Now by discarding a card from my hand, I can add any monster from my graveyard to my hand."

He discarded Elemental HERO Necroshade and added Clayman to his hand.

"And now, thanks my Elemental HERO Necroshade being sent to my graveyard, I use its effect to special summon a monster from my hand to the field!" James selected a card from his hand and placed it onto his Duel Disk. "And I call forth Elemental HERO Bladedge!"

Appearing before them was the bronze armor wearing hero (Level: 7/ATK: 2600/DEF: 1800).

"That's not all, Spencer." James continued some more, holding up his Skyscraper card. "I activate the Field Spell card Skyscraper!"

The whole field turned into the middle of a city with lots of skyscrapers.

"What is this?!" Spencer demanded, looking around in shock.

"This nifty Spell gives my heroes a 1000 attack point bonus when they do battle with a monster stronger than them." explained James. "Now go, Bladedge! Destroy his Blue-Eyes White Dragon!"

Bladedge obeyed and charged forth, gaining some strength in the process (ATK: 2600 - 3600). It looked like Blue-Eyes would meet its end... but not if Spencer had anything to say about it.

"Pathetic." he said, pressing a button on his Duel Disk. "You've triggered my Negate Attack card!"

The silver-haired boy's facedown card flipped up and revealed itself. Bladedge's attack was stopped and he was forced back.

"Bother!" grumbled James, just before he slid a card into one of the Spell/Trap slots on his Duel Disk. "I place one card facedown and end my turn."

"You're so predicable!" Spencer taunted, preparing to draw his card. "Now watch this!"

He drew his card.


Turn Six: Spencer Gresley (LP: 4000)
Deck: (30)
Current Hand (2): Silent Doom and Card of Demise


"First off, I'll play my Card of Demise Spell card!" Spencer slotted his card into his Duel Disk, causing it to materialize face-up. "Now I draw until I hold five cards, and after five of my turns, I must discard my whole hand."

Due to him holding one card, the silver-haired boy drew four cards. They were shown to be Blue-Eyes White Dragon, De-Fusion, Polymerization, and X-Head Cannon.

"I activate Silent Doom" Spencer held out his card. "Now I can special summon a monster from my graveyard in defense mode!" Suddenly, his graveyard showered out white light. "And I choose Kaiser Sea Horse!"

The Seahorse Knight returned to Spencer's side of the field and kneeled (Level: 4/ATK: 1700/DEF: 1650).

"Why would you bring that thing back?" asked James.

"Well, are you aware of its effect?" asked Spencer back.

"Not really."

"Kaiser Sea Horse can by used as a full tribute for a light attribute monster that normally requires two." explained the silver-haired boy, removing his card from the Duel Disk and replacing it with another. "So by sacrificing him, I can call forth my third Blue-Eyes White Dragon!"

Kaiser Sea Horse vanished. Just as quickly, the third Blue-Eyes White Dragon appeared with a massive roar (Level: 8/ATK: 3000/DEF: 2500). James found himself facing off against three hungry and fierce Blue-Eyes White Dragons.

"Three Blue-Eyes!" cried Percy.

"James is finished!" came from Edward.

"If you think that was all, then you're sorely mistaken!" Spencer continued, and held up his own Polymerization card. "Now I activate Polymerization!"

"AHHH!" screamed James in fear.

The mentioned Spell card materialized as the three Blue-Eyes White Dragons fused together.

"With this Spell-" roared Spencer, motioning both arms out in welcome. "-I fuse my three dragons together to form my ultimate servant! ...the Blue-Eyes Ultimate Dragon!"

Once the fusion ended, there stood the mighty Blue-Eyes Ultimate Dragon, roaring fiercely to signal its arrival (Level: 12/ATK: 4500/DEF: 3800). The Tidmouth Teens all watched with horror.

"And I just barely beaten it before..." Thomas whispered.

"This can't be possible!" cried James, staring in awe and fear.

"It can be, and it is!" Spencer smirked. He was enjoying the fact that James was scared and about to lose. "And it only gets worse! Blue-Eyes Ultimate Dragon, wipe out Bladedge with Neutron Blast attack!"

The might dragon obeyed and charged three blasts of white lightning into one. Suddenly, James remembered something and grinned.

"Sorry, Spencer!" The red-haired boy cut in, poking a button on his Duel Disk. "But you've forgotten all about my set card... The Trap card Edge Hammer!"

"What?!"

James's facedown card flipped up and revealed itself. Percy looked over to Edward curiously.

"What does Edge Hammer do?" The green-haired boy asked.

"By sacrificing Bladedge-" explained Edward. "-James's Trap card will allow him to destroy Spencer's dragon and inflict damage to him for the destroyed monster's attack points."

"And because Blue-Eyes Ultimate Dragon has 4500 attack points..." Emily started.

"James will win the duel with that one attack!" finished Mavis.

Back at the duel...

James grinned. "Now, Bladedge." he began. "I'll offer you as a tribute for the effect of my Edge Hammer Trap card!"

The large hammer appeared on Bladedge's arm as he charged up towards Blue-Eyes Ultimate Dragon and swung the hammer at it.

"Your dragon is history, Spencer!" called James. "And so will be your life points!"

Suddenly, Spencer gave a smile.

"Is it?"

James's confident look turned into one of confusion.

"What do you mean?"

"I activate the Quick-Play Spell card De-Fusion!" Spencer announced, sliding a card into an empty Spell/Trap slot on his Duel Disk.

On cue, the De-Fusion card materialized face-up. Since it was a Quick-Play Spell card, it was a perfectly legal move on Spencer's part.

"Oh no!" cried James. "Not that card!"

"That's right!" Spencer laughed. "Thanks to this card, I can return my Ultimate Dragon back into my extra deck and special summon from my graveyard my three Blue-Eyes White Dragons!"

"And once he does that-" Edward explained, looking horrified himself. "-Edge Hammer's effect will be negated since its original target was removed."

Blue-Eyes Ultimate Dragon disappeared before Bladedge could hit it, and in its place were now the three original Blue-Eyes White Dragons (Level: 8/ATK: 3000) x3. From there, both Elemental HERO Bladedge shattered upon landing on the ground from the effect of Edge Hammer. James was completely wide open for a direct attack.

"I warned you challenging me would be a big mistake, James." said Spencer coldly and gleefully. "Now witness the consequences of your foolish actions! Blue-Eyes White Dragons, go and end this duel! TRIPLE WHITE LIGHTNING ATTACK!"

The red-haired boy could only watch in horror at what was about to happen to him. There was no way he could block this attack now. It was all over for him. The three dragons charged up blasts of white electrical energy and unleashed them at James, causing him to scream as his life points hit 0 (LP: 0). The sight of this caused Spencer to laugh loudly, cruelly, and triumphantly as the red-haired boy's field was then clouded with dust. The Tidmouth Teens (and Mavis) all watched this happen with both fear and worry.

"JAMES!" The Tidmouth Teens all called out.


DUEL RESULTS: Spencer Gresley wins!


Once the smoke cleared, James was lying on the ground in defeat.

"No..." he mumbled weakly. "I've lost..."

Spencer walked over and looked down at James. His eyes were as cold and arrogant as ever.

"I hope this teaches you a lesson." The silver-haired boy said cruelly. "Never go and challenge duelists who have that much greater experience than you do. You're a loser, James Hughes. A born loser. In fact, I bet after this humiliating defeat, you'll probably be too scared to even duel again!"

James weakly stood up and looked down at the ground. He was angry...but not with Spencer. No... the red-haired boy was angry with himself for losing so easily.

"No..." he thought to himself.

Now very upset, James took his deck out of his Duel Disk and threw it nearby onto the ground. Scattering the cards everywhere.

"James!" exclaimed Toby. "Why'd you go and do that?"

Spencer laughed coldly. "Did my words strike a nerve? Well, maybe they did because they're true!"

"James!" cried Thomas. The rest of the Tidmouth Teens rushed over to their friend.

Gordon couldn't take it anymore. Without warning, he grabbed Spencer by the collar and punched him in the face as hard as he could.

"How dare you?" Gordon seethed, anger rising in his voice. "HOW DARE YOU?!"

Spencer clutched his face with his right hand and slowly got back up onto his feet, smirking coldly.

"Defending your friend?" he asked teasingly. "How quaint."

"James might not be as good at dueling as you, Spencer-" scolded Edward. "-but he has true friends who care for his well-being."

"You, on the other-hand don't!" added Gordon, still angry. "You are nothing but a selfish and egotistical jerk who cares only for himself and his money! You don't deserve to call yourself a Gresley!"

"Oh, so you don't care what happens to my parents as well as your own aunt and uncle?" Spencer threw back at his cousin. "If nothing is done soon, you and I will never see them again! Is that what you want?"

"Of course not. But that doesn't mean you can go about and crush other people's spirits whenever you feel like it!"

"James here asked for it." retorted Spencer. "He should never have provoked and challenged me in the first place."

"Perhaps." Thomas spoke up. "But that didn't give you the right to go and humiliate him like that."

"NO!" shouted a voice.

That voice belong to James, who was still looking at the ground. His dueling spirit very much broken.

"He's right." The red-haired boy mumbled. "I shouldn't have gone and done that. It was my fault that I got crushed like this."

"Don't say that, James!" argued Toby. "You gave it your best and that's all that matters."

"I should have given more!" shouted James.

Around here, Spencer picked up his briefcase and started to make his way out of the harbor.

"I suppose I'll see you guys later." he said snootily. "I do wish you the best in the rest of this tournament... but remember that Discord is all mine. He will pay for kidnapping my parents and trying seize control of my family's company."

The Tidmouth Teens (and Mavis, but minus James) all glared at the leaving silver-haired boy. James could only stare at the ground and continue to blame himself for the loss.

"Why couldn't I have done better?!" James shouted, punching the ground in frustration.

"Like Toby mentioned, you did the best you could." Mavis stated softly, laying a hand onto her red-haired friend's back to try and calm him down.

"Besides-" added Percy. "-Thomas lost a duel to Discord and he didn't give up. So why should you give up?"

James didn't say a word. He merely went and shook Mavis's hand off of his back as he stood back up, sighing sadly.

"Sorry, guys. But I need to be alone right now to think."

He went over and picked up his scattered cards, before finally walking away.

"Poor James." said Emily sadly.

"That crushing loss to Spencer must have really hit his pride hard." Henry commented.

"I sure hope he'll be alright." Mavis stated glumly.

"Me too, Mavis." Toby agreed, wrapping both his arms around his girlfriend's waist. The couple watching their red-haired friend leave the harbor. "Me too."