Gordon was collecting the Express as usual when he heard a familiar whistle. "Spencer," he wheeshed quietly. After the two engines had caused trouble for the Duke and Duchess of Boxford and the passengers on the Express, the Fat Controller had told them to start getting along, but ever since that day, Spencer seemed to keep to himself when among the other engines and they were too uncomfortable to say much either. As Spencer puffed in, he looked just as uneasy as Gordon. Finally, Gordon spoke. "Hullo, Spencer…Welcome back."

"Um…thank you…Gordon."

Then, Rebecca backed down onto her train. "Hullo," she whistled, "I haven't seen you around here before."

The Duke walked up. "Ah, Rebecca, I presume. Sir Topham Hatt has told us about you. I am the Duke of Boxford, and this is Spencer, our private engine. He takes the Duchess and I everywhere and we usually visit Sodor in the summer."

"Wow, a private engine," grinned Rebecca. "That's amazing."

"And so are you," replied the Duchess. "Sir Topham Hatt was right. You are very distinguished." Rebecca blushed.

"I wish we could talk more, but we promised to meet with Sir Topham," urged the Duke. "Come along, my dear."

After the Duke and Duchess left, Rebecca looked back at Spencer. "Nice to meet you, Spencer. I've never seen an engine like you before. You look as fast as me."

Spencer was flattered. "Well actually, I'm much faster than you. I'm streamlined and you are not."

Rebecca was puzzled. "What do you mean?"

"I mean, unlike me, you have a flat front. You may look fast and modern, but you'll never be as fast as me. I'm the fastest steam engine in the world."

"Says you," laughed Philip. "Didn't the Great Railway Show Announcer call you 'a former world record holder in your own right?'"

"Well, I was the fastest until my brother beat me!" Spencer protested.

"And what about Connor?" added Henry. "He may not be as fast as you, but he can still run faster for longer." Spencer snorted.

"Never mind, Spencer," said Rebecca. "Speed isn't everything."

"But being reliable and useful is," added Percy.

It wasn't long before Gordon left with the Express and Rebecca followed with her local train. Spencer was still upset from what the other engines had said, but compared to them, Rebecca seemed…different.

Rebecca carried on with her work and enjoyed herself. The sun was shining, the birds were singing, and people waved as she steamed by. Later, she heard Spencer's whistle as he came alongside. "Hullo again, Rebecca. Is this what you call 'fast'? Just look at this." And with a whoosh, Spencer was gone.

"That is amazing," Rebecca puffed to herself.

That afternoon, Rebecca stopped at a signal near a small station. Spencer was there. "Hullo, Spencer. Is that the Duke and Duchess' summer house?"

"Why yes," said Spencer grandly. "Still going slow, are you?"

"I'm not going anywhere at the moment," laughed Rebecca. "My signal is red." Spencer spluttered in confusion. "Is something wrong?"

"I can ask you the same question," huffed Spencer. "Why are you being so nice to me?"

"Why wouldn't I be? You seem like a nice engine."

Spencer's face went as red as the signal. "Um…thank you." The signal turned green, and Rebecca puffed away…leaving Spencer speechless.

The next day, Rebecca was getting ready to take the Express when Spencer puffed in. "Good morning, Rebecca," he said grandly. "Are you pulling the Express today?"

"Yes, Gordon has a local train up to Peel Godred this morning."

"In that case, how about a race? I'm going to Vicarstown too."

Rebecca wasn't sure. "Well, the Express must be handled carefully and besides, I have a heavier load then you, so that wouldn't be fair."

"How about this?" grinned Spencer. "As I'm faster than you, I'll take the Express while you take my coaches."

"Um…okay, Spencer, you're on!"

Rebecca and Spencer swapped their trains and when the Guard blew his whistle, they raced away as fast as they could. It wasn't long before Spencer drew in front, but Rebecca didn't mind. She was enjoying flying along the line; she didn't usually go so fast.

Spencer slowed down at Wellsworth Station and looked at the clock. He was early and feeling grand. As he waited, Rebecca raced past. "Hi, Spencer! Bye, Spencer!"

Spencer smiled. "Hmm, that yellow engine is faster than I thought."

It felt like a long time before the Guard was ready, but Spencer was sure he would win. Sure enough, he passed Rebecca outside Abby Station. Rebecca began to feel tired, so she slowed down a bit.

Spencer neared Kellsthorpe Road Station when he felt his brakes come on. "Why are we stopping?" he called back. "We're nowhere near Crovan's Gate."

"The Express is due to stop here today," said his Driver.

Spencer had no choice but to stop. No matter, he thought, I can still win. And just as he heard the Guard's whistle, he heard Rebecca in the distance and took off as fast as he could. "Ha, that was close."

Crovan's Gate was the last stop for the Express before Vicarstown. After Spencer stopped, Rebecca passed him again. Now, he was starting to worry. "It's not much farther to Vicarstown," he puffed. "I won't let her win." Spencer sizzled with impatience and seemed to leave the platform before the Guard stopped blowing his whistle.

Spencer raced along the Main Line, but he couldn't see Rebecca anywhere. Suddenly, there she was…and Vicarstown Station was just ahead.

"No! I must win!" Spencer tried to go faster.

"Steady boy!" called his Driver, but it was no use. Spencer was straining fit to burst and the coaches began shaking and rattling behind him.

By now, Rebecca was very tired. "Phew!" she panted, "I can't remember the last time I've gone so fast." Then, she heard Spencer's whistle behind her. "Hurry along, Spencer!" she called.

Spencer huffed and puffed harder than ever and closed his eyes tightly. He came nearer and nearer to his coaches…but Rebecca rolled into the platform before him, and Spencer was going so fast he whizzed right through the platform. "Stop, Spencer! Stop!" shouted his Driver and applied the brakes, but when Spencer finally stopped…most of the coaches were beyond the platform.

Spencer felt very embarrassed as he shunted his coaches back into the Station, but there was worse to come. "Spencer," said the Duke sternly, "what is the meaning of this? Why is Rebecca pulling us and you the Express?"

"We were having a race, Sir," explained Rebecca. "I think Spencer wanted to see how fast I am, and we swapped our trains to make it fair."

The Duke pondered. "Well, you did get us here safely, Rebecca, but I wish you would have told us before we left Knapford."

"And I think being the fastest engine has got you all puffed up, Spencer," added the Fat Controller. "You overran the platform and bumped your coaches. As an express engine yourself, you should know how to handle coaches properly."

Spencer sighed. "Yes, Sir; sorry, Sir," he said sadly.

"Cheer up, Spencer," said Rebecca. "It was a great race. You did very well, and I had fun."

Despite feeling foolish, Spencer smiled. "...Thank you, Rebecca...and congratulations. You may not be as fast as me, but you're certainly faster than I first thought."

Spencer is still trying to be a better engine and the other engines still aren't sure what to think of him, but ever since their race, Spencer is happy to have gained a new friend on the Island of Sodor: Rebecca.