• Published 13th Jan 2019
  • 3,196 Views, 103 Comments

Thomas & Equestria Girls 2: Adventures From Sodor - LPFanFic



The Equestria Girls travel to the Island of Sodor to stop an old enemy and their devastating scheme. All while Thomas and his friends try to find purpose in an ever changing world.

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Chapter 14: Off The Rails

Thomas & Equestria Girls 2:
Adventures From Sodor!

Chapter 14: Off The Rails

Paxton was pulling hopper trucks loaded with stone to the Quarry. The Sun was beaming over the horizon, shading the skies with a warm orange shine, and birds sung melodies to start the day right. But Paxton wasn't having such a good morning so far. Most of his steam engine friends were gone. It was still upsetting for him to think what will become of them if they're not working anywhere. He was happy to make new friends, but most diesels on Sodor didn't like being friendly for reasons he wasn't aware. This made Paxton even more upset. He had no friends to say hello to anymore.

Later on, he spotted Diesel while traveling down the mainline. He perked up and approached Diesel, giving him a friendly honk of his horn.

"'Ello, Diesel!"

Diesel was startled, then scowled when he saw it was just Paxton.

"Now there's a friendly face I can say hello to. Isn't this a lovely morning we're having?"

"Leave me alone, Paxton," Diesel grumbled, not paying any mind.

"Where're you off to now? You were practically gone all day yesterday.'"

"Where I am and where I'm going is of no concern to you."

Paxton gasped eagerly. "You're going back to that high school, aren't yah? Through the Magic Buffers?!"

Diesel rolled his eyes in annoyance. He was not going to put up with Paxton and his eager spirits again.

"Oh, can I come with, Diesel? Pretty please?!"

"No, Paxton!" Diesel snapped. "You've got your own job to do."

"Aw! But I want to visit my new friends again."

"I don't care, Paxton. Director Gisborne gave me a job to do and me only. So, stop dilly dallying and leave me be."

Paxton stopped in his place, a bit offended. Diesel was acting ruder than usual, much more unusual even to Paxton. He watched Diesel exit the mainline by passing a set of points and disappearing into a branchline surrounded by trees. Paxton was most upset. No matter how hard he tried, no diesel wanted to be friends with him. Not even Diesel, who Paxton hopped had warmed up to him after their trip to Canterlot High. Working on Sodor wasn't as fun anymore if he didn't have friends.

Paxton honked his horn and continued his delivery, still a lonelier diesel than he was when all the mainland diesels populated Sodor.


The Sodor Steamworks was quiet. The dawn of morning provided a dim light in the dark workshop through windows and skylines. The Girls were still fast asleep, thinking they'd have trouble doing so, but were now still as a statue. Fluttershy, Pinkie Pie, and Applejack slept under a green shed in front of the turntable. Rainbow Dash and Rarity slept across from them against two sets of buffers.

Sir Topham Hatt arrived along with a few men and entered the shop. The men worked to get the lights and machinery working again. The Girls were surprised when they awoke to a sudden light flash and humming noises.

"Good morning, everyone!" Sir Topham Hatt greeted.

The Girls yawned with dreary eyes and tried to make bare of all the noise. This was also their chance to really get a look at the Steamworks.

All around there were welding machines, flatbeds and dollies with engine parts collecting dust, boxes, crates, and boards for carrying stuff on cranes. There was a transfer table outside for engines to enter through either three entrances with dual gauge tracks. A foundry, a steam hammer, a forge, and a building serving as a boiler shop took up space around the workshop. There were lathes, hot air blowers, locomotive gantries, inspection pits, and a painting area. The shop was cluttered with other such tools and paraphernalia. Ventilation tubes, shelving, single tracks, and high platforms for people to stand on.

Rarity and Rainbow Dash puffed forward a bit to meet the others near the front.

"Ugh, what time is it?" Rarity moaned.

"It's time to get up and at 'em," Sir beamed. "We have a busy day ahead of us."

"Who are these people?" Rainbow Dash said, noticing the engineers.

"Those are engineers. I was able to get a hold of some of my old co-workers and asked if they'd lend their assistance."

"So They Already Know About Gisborne Being Under An Evil Creature's Spell From An Alternate World Who Wants To Turn Us All Into Mindless Zombies?" Pinkie Pie asked.

A few engineer's shared looks of confusion. Sir Topham Hatt tipped his fingers.

"Ah, well, I was going to lay that out as organic as possible. But now that won't be necessary."

"Wait a minute." Applejack looked around the Steamworks, noticing something missing, "Aren't Twilight and Sunset back from that other railway yet?"

"I'm afraid not, Applejack," Sir said. "But rest assured, we can expect them back soon. You've still got plenty of coal left from yesterday. But for now, it's best you all stay at the Steamworks and have the engineers look over any damage."

Sir Topham Hatt was still without his black top hat and black jacket. So, he takes off his black tie, and wraps and ties it around his head. Sporting determination, Sir Topham Hatt then walked over to grab a shunting pole leaning against a pillar.

"Now, let's get to work!"

Him and the engineers did their best to inspect the engines as best they could with the limited equipment and resources available. They made a couple of tune ups with their wheels and cleaned off any scuffs or scraps that could lead to possible damage. Sir Topham Hatt mostly stood on the sidelines with his shunting pole planted on the ground as he overlooked their inspections. The Girls wondered why Sir Topham Hatt wasn't putting in any work himself, to which he simply explained that a doctor of his forbid it. But this did little to convince them.

"So, how was your first night on Sodor?" Sir Topham Hatt asked, looking to change the subject.

The Girls murmured with uncertainty. Pinkie Pie exclaimed her excitement.

"Ah-Mazing! A Dream Come True! It's Like Staying In Our Very Own Hotel! Or A Beach House! Or A Cabin In The Woods!" She inhaled. "Or A Resort With Everything As The Main Attraction!"

"Please, Darling," Rarity rolled her eyes. "A rugged old motel is more deserving of a five-star rating than this dilapidated warehouse. Although, I suppose it did provide us some feasible comfort."

"And that's all you could really ask for in proper living space," Applejack said. "Not to mention it beats bein' out in the open where one too many diesels can catch us."

"Good thing Mavis isn't like that," Fluttershy said. "At least one diesel is on our side."

"What About Paxton?" Pinkie Pie said. "He's A Friendly Diesel. Not Like Diesel. He Was A Real Meanie!"

"Oh, yes!" She agreed. "Paxton wasn't bad at all. He was actually very nice. Oh, I hope he's alright."

"Maybe he was friendly when we last met him," Rainbow Dash said, "but Paxton could totally be under the Siren's spell by now."

"There's no telling who to trust," Applejack asserted. "Better to keep our distances from any diesel we know ain't enchanted."

The Girls and Sir Topham Hatt talked until the engineer's finished their inspections. After which, they decided to wait for Twilight Sparkle and Sunset Shimmer to return from the Mainland with their coal and water. Everyone waited, but they haven't returned. The Girls started to worry until Sir Topham Hatt assured them that a trip to the Other Railway is a lengthy one, so they'll likely be back earlier in the afternoon. The Girls tried to suppress their worries by talking about something else.

"What we should do is figure out a way to defeat this Siren," Applejack suggested.

"I still don't see why we can't simply use the same method as before," Rarity said.

"'Cause ponying up is kinda hard to do without our instruments or any hands to play with, Rarity," Rainbow Dash said.

"Plus, the Siren will know how to counter our counterspell," Fluttershy added.

"I Know!" Pinkie Pie added. "Why Don't We Just Sing To Undo Her Spell? It's Not Like We Need Our Arms Or Legs To Make Songs. Our Magic Activates Just By Being Who We Are."

"Exactly," Rarity said. "Thomas and his friends sing all the time whilst out and about!"

"A little too much if you ask me," Sir Topham Hatt murmured to himself.

"So long as we're careful," Rarity continued, "we can show this Siren that the magic of Friendship is still on our side. And we will do so; by embracing our full musicality to the whole of Sodor!"

"Well," Applejack paused. "I suppose it's worth a shot. Not like there's any other options at the moment."

"But... what song are we gonna sing?" Fluttershy asked.

There was a long pause as the Girls all looked at each other, trying to decide what song of theirs to play.

"We don't have to play any specific song," Rainbow Dash said. "As long as we play them together. Right?"

The Girls all agreed.

"Have no fear, darlings," Rarity said, confidently. "I know just the song and melody to do the trick."

The Girls, Sir Topham Hatt and engineers looked over to Rarity to hear what she had.


[The song started off slow, eventually building up with a synth sound and gentle guitar string to set the tone. The synth sound became louder. The Girls got ready to jump in and sing along with Rarity and her song.]

Rarity: "Sitting here with my head in the clouds. Ideas they come and go."

"Sketching my heart out, nothing will turn out. Everything seems so-so."

[An engine hoist lowered down on top of Rarity and slowly pulled her up and off the tracks.]

"I've been here before and I know that I can do it if I try."

[The Girls watched in awe as Rarity was now hanging off the ground from the Gantry.]

"But why, oh, why must I stumble before I fly?"

[Suddenly, Rarity was now puffing up Gordon's hill, exerting all her strength to climb the steep slope with her wheels turning rhythmically.]

[Rarity: "My wheels keep turnin'."
"Oh, oh!"]

Her firebox burned a nice, strong fire to keep her going.

["My fire's still burnin'."
"Oh, oh!"]

A determined Rarity struggled until she finally reached the peak of Gordon's hill and overlooked the entire Island and it's vast view.

["'Cause right now I'm learnin'-"
"Oh, oh!"

"How to get to the other side!"]

Rarity smirked with intent. Sh then nudged herself forward and began rolling on down the Hill.

["It's a game of waitin'."
"Hey, hey!"]

"Anticipatin'."
"Hey, hey."]

Rarity sped faster and faster, plummeting at high-speed. The other Girls were still anticipating their cue to jump in. Their friend was enticing a pretty great build up, one that they were eager to start singing to.

["But I keep creatin'."
"Hey, hey."]

Rarity reached the bottom and was going faster than ever.

"So, I can get to the other get to the other side!"

[Now entering a dream like realm with a purple and violet backdrop, she breaks through an invisible glass barrier and shatters it into crystalized, diamond shaped shards that sparkled like stars over a night sky. Rarity floated in a slow moving yet stationary stance while light blue diamond lozenges twinkled and fell past her. Everyone else floated in this realm too. Some were enjoying it, but others weren't sure about Rarity's choice.]

Rarity: "Get to the other side, hey!"

[Despite the song's invigorating build up, it soon halted into a much slower tempo and synth beat. The other Girls were a little thrown off by this and still waited to join in. But it seemed Rarity's song wasn't meant to include other people. Especially the chorus. There were no other lyrics other than one or two lines, and the slow beat didn't ignite any of their pony powers.]

"Hey! Get to the other side."

[Rarity was enjoying herself, however. The floating crystals, sparkles, and other twinkling, diamond manifestations accentuated Rarity's appearance. Her friends may not be into it, but Rarity found herself lost in her own song.]

"Hey! So I can get to the other get to the other..."

"Hold up!" Applejack called.


The music stopped and the Girls were back in the Steamworks. The Gantry lowers Rarity back down to the tracks, wondering why everyone wasn't singing along to her song.

"Not that this song ain't great or nothin', Rarity, but isn't there suppose to be an actual chorus for us to join in?"

"Oh! Uh, I guess not," Rarity giggled, sheepishly.

Rainbow Dash scoffed.

"Alright. Let's hear what you have, Sugarcube," Applejack said to Fluttershy.

Fluttershy nearly jumped in her tracks.

"M-me?"

"Yeah!" Rainbow Dash encouraged. "You're great at coming up with songs. I bet you have one that'll totally rock that Siren back to last century."

"Well, I guess I do. But… I only wrote one song recently. And, um, it was only just for me to sing, and, well-"

"Ohhh!" Pinkie said, intrigued. "Exclusive! Start Us Off, Fluttershy!"

"But-"

"START US OFF!" She grinned with a squee.

Frightened, Fluttershy looked around at everyone staring at her. The pressure was too much for her. But seeing her friends baring smiles cornered Fluttershy into beginning her song anyways.

"Um... okay... Uh..."

Fluttershy: "D-do you think the coast is clear?"

[The girls could hardly hear anything, much to some of their confusion and slight irritation.]

"Uh, a little louder please," Rainbow Dash said.

"Oh, sorry, um." Fluttershy cleared her throat.

Fluttershy: "Do-do you think… the coast is cl-cl-clear-"

"Louder!" Pinkie yelled.

[But Fluttershy's faint, stuttering voice couldn't carry off with her friends and engineer's all staring at and waiting for her. She was too nervous.]

"I… I don't want to," Fluttershy whimpered.

"It's okay, Sugarcube," Applejack said. "You don't have to start us off no more. Rainbow Dash, got anythin'?"

"Like you need to ask," She boasted. "Sit back and let the superstar singer show you how it's done."

[The Lights shine off, leaving the Steamworks in the pitch of dark saved for one that flickered on only for Rainbow Dash, who rolled forward while an upbeat rock song strummed into play and backing vocals followed in the same rhythmic beat.]

Rainbow Dash: "Awesome as I wanna be!"

"NO!" Everyone shouted.

All the lights shine back on, with Rainbow Dash looking back at everyone giving her dismissive glares.

"What?! Why not?"

"'Cause we need somethin' that includes us all, Rainbow Dash," Applejack scolded. "Not just you gloatin' about how awesome you are."

"But I am awesome! We all are! I figured that Siren needed a serious reminder."

"Oy vey," Rarity exhaled. "Please tell us you have something we can work with, Pinkie."

"Sure Do! Ready?"

The Girls all confirmed.

"Hit It!"


[The Steamwork's headlights shined down on all five Girls. This tempo was way more upbeat. Nothing less expected from Pinkie Pie. And it was just the energy they needed to conquer up their pony powers.]

Pinkie Pie: "Put on a smile, it's a coinky-dink world. Laugh yourself awhile in a coinky-dink world."

[Pinkie Pie chuffed onto the turntable and spun around.]

"Come on, take a whirl through a coinky-dink world!"

[Pinkie ended up next to Rainbow Dash and Rarity, who provided some vocals while Pinkie Pie chuffed forward and tooted her whistle. Even some of the engineers were dancing along.]

"You never know where you'll find a best friend."

The Girls: "Coinky-dink, coinky-dinky-doo-wah!"

[Pinkie faced everyone from the Steamworks entrance, still rocking on her chassis. The men kept dancing to the beat as well. But it wasn't long until they realized Pinkie Pie had a lot more range than a normal engine.]

"In a loud crowd or sittin' all alone."

"Coinky-dink, coo- wah, what?"

[Although they were enjoying her song, everyone started having trouble keeping up with Pinkie Pie, especially when the song transitioned into the main chorus. It was much too fast paced and all over the place to sing along in sync.]

"A little bitty smile has the power to start some fun."

[Sir Topham Hatt and a few engineers hid out of site when things became far too unruly. Before anyone knew it, Pinkie Pie was all over the Steamworks. From hanging off locomotive hoists, with the machine shifting her up, down, left and right, to swinging from chain to chain like jungle vines with hooks latched onto her footplate and buffers.]

Pinkie Pie: "It's a zip-zap-toe-tap coinky-dink world. A cling-clang-shake-your-thang coinky-dink world."

[The lyrics were going by quicker than they could get out. Too exhausted, the Girls had to quit and opted to get her attention.]

"Uh, Pinkie," Rainbow Dash said.

[But A hyperactive Pinkie Pie was too busy having fun while spinning rapidly in a dizzying blur on the turntable.]

"A wham-pow-wonder-how coinky-dink world."

"Pinkie, can yah pause yer singin' for a sec?" Applejack called.

"Take a whiiirrrrrl in a coinky-dink-"

"Pinkie!" Everyone shouted.


The Turntable and music abruptly stopped. Most of the girls were now trying to catch their breaths. Sir Topham Hatt and a few engineers peaked from their hiding places when all was quiet. Wondering what the problem was, Pinkie Pie reversed back in front of Fluttershy and parked next to Applejack.

"Now, darling," Rarity began, "the song is truly ideal for conjuring our magic, but some of us are barely keeping up."

"It's a little too energetic," Fluttershy added.

"Aw!" Pinkie said a little disappointed. "But I Really Liked That One!"

"This isn't going to work if none you girls can agree on a song," Sir Topham Hatt commented.

"But it will!" Rainbow Dash said. "Just gotta keep throwing out ideas until one sticks."

"That leaves you, Applejack," Rarity said. "Please, do have something equitable."

"Hmm. Let's see, now," Applejack pondered. "There is this one song I thought of days ago. It's simple, to the point, and everybodycan swing to it!"

"Enough to give it a test drive?!" Rainbow Dash said.

"Fantastic! This may finally be the-" Sir paused when he reheard Rainbow Dash. "Eh, test drive?"

"Let's Take Our New Song For A Spin On The Rails!" Pinkie Agreed.

"Now hold on a minute!" Sir interjected. "We shan't be going anywhere! How do we know your singing magic even-"


[Sir Topham Hatt tried to warn them all to stay put, but Applejack was already beginning her song. Starting off with an acoustic sound, she chuffed out of the Steamworks and rolled onto the transfer table.

The sun was now fully beaming in the sky with the daytime ambiance surrounding Sodor and all its beauty.]

Applejack: "Before the sun comes up, you gotta start your rocket boosters."

"Rise and shine, I'm feelin' fine. Wake up, Mr. Rooster."

[A local rooster pecking the ground outside crowed in response. Applejack puffed forward to give her friends room to couple up. Rainbow Dash coupled up behind her, then Rarity, Pinkie Pie and Fluttershy until they were all connected in a single train.]

"The early bird gets the worm. The sunrise makes me squirm."

[When everyone was ready, Applejack and the others puffed out of the Steamwork's junction and made their way onto another line. Sir Topham Hatt, stumbling and yelling for them to stop, hopped on board Fluttershy before the Girls could leave him behind.]

"Oh, keepin' busy is keepin' good. Keep on goin' just like you should. Call me crazy, misunderstood. But you won't hear me complain."

[The Girls veered passed bends and paraded through Sodor's mainline in a leisurely pace. They swayed and lurched on their wheels all the while, not paying any notice to anyone who might spot them.]

Applejack: "'Cause I got time to spare. Fun to share."

"My friends along."

"A job well done by the break of daaaaawn!"

Suddenly, everyone's geode lanterns began glowing. It wasn't long until their entire being began to radiate the same amount of light they would upon ponying up. Radiating shades of orange, blue, white, pink and yellow shined brighter than the sun. The Girls stared in awe at their beaming lights. Even Sir Topham Hatt was surprised by the music's effectiveness. Whatever they were doing, it was showing clear results.

"It's working!" Rainbow Dash gasped.

"It is? Why, it certainly is!" Sir Topham Hatt cheered. "Now this is a song I think we can all get behind!"

[A bashful Applejack was soon distracted by her own glowing geode, and grew more confident in their music number.]

Applejack: "Strum a guitar and sing this yarn!"


[The Girls arrived at Ffarquhar Quarry where Mavis was shunting trucks loaded with stone. She paused in the middle of shunting when faint singing echoed around the rocky cavern. Bill & Ben emerged from their single road shed close by to check on this noise as well.]

"Keepin' busy is keepin' good. Keep on goin' just like you should. Call me crazy, misunderstood. But you won't hear me complain."

[To their surprise, Applejack, Rainbow Dash, Rarity, Pinkie Pie and Fluttershy were all coupled up in a single train and making their way past the Quarry. They were a bit confused over why they were passing until hearing Applejack's song. Applejack gave a playful wink upon seeing the three engines, prompting Mavis, Bill & Ben to join in by shifting on their chassis to the rhythm while singing along.]

The Girls: "'Cause we got time to spare. We got fun to share."

[They enjoyed their song at lot, enough to put a smile back on their faces. The Girls kept singing even as they left Ffarquhar in brighter, upbeat moods.]

"Our friends along."

"A job well done by the break of dawn!"

[At Arlesburgh Harbor, Paxton stood alone, still sad over Diesel's rudeness and not having any diesel friends to make. Then he heard familiar voices approaching him from behind. Rolling up on the other line next to him were the Girls still singing Applejack's song.]

"Keepin' busy is keepin' good. Keep on goin' just like we should. Call us crazy, misunderstood. But you won't hear us complain."

[Applejack, Rainbow Dash, Rarity, Pinkie Pie and Fluttershy pass a curious Paxton, who quickly became excited over the music being played. Seeing five steam engines on Sodor was a surprise to behold. But Paxton was more distracted by their song above all else.

This made Paxton feel happy again. He beamed as bright as he had in days. He swayed on his chassis to the catchy song, chuckling and watching the parade of steam engines passing by.]

"Good show!"

Applejack: "Yee-haw!"

The Girls veered off to their left on another line heading towards Arlesburgh Harbor's concrete Jetty. At the edge was a light house that stood next to two sets of buffers looking out to the sea next to the harbor's actual docking ports. Rainbow Dash quickly noticed this and tried calling out Applejack to stop.

"Uh, Applejack?"

But Applejack and the others were too busy singing her song. They were nearing the rocky waterfront where the buffers would stop an engine from tumbling off into the sea. A little too close with no sign of stopping even.

"Applejack?!"

The other girls soon caught on what was happening when Rainbow Dash's calls broke through their singing.

"Applejack!"

Everyone but Fluttershy applied their brakes, but Applejack's glowing geode lantern allowed her to keep tugging everyone still coupled. There was no halting Applejack or her immense strength now.

Applejack: "A job well done by the break of daaaaaaaaahhhhhhhh!"


Applejack was too late to see the on coming buffers to react on time. She charged through and demolished the buffer beam clean off its rails with bits of rubble flying and teetering her off the track.

She skidded towards the edge with the crushed buffer beam plowing underneath her wheels until reaching the port's end. Slabs and wood chips fell into a rocky waterfront. Applejack's wheels hung and dangled off the edge. Her front weight dipped forward and arched her cab and front tender upward. A terrified Applejack slid inch by inch to the rocky isle.

"Oh-no! Oh-no!"

Her wheels scraped against and broke away the border's concrete structure. The Girls panicked and worked to keep Applejack from falling into the sea. Their wheels grinded and skidded against the track, emitting sparks that spewed from their screeching wheels. Rainbow Dash dangled halfway off the tracks following Applejack's tumbling tender. With the help of her friends, she managed to stay on track. Sir Topham Hatt climbed out of Fluttershy and inspected the situation. If he uncoupled everyone, it would just send Applejack straight into the water. But if he didn't, Applejack's heavy weight would just drag everyone into the sea with her.

Just then, a diesel horn threw everyone into an even greater panic. But Sir Topham Hatt's fear settled after seeing where the horn came from.

"Couple me up, Sir!" Paxton called.

Sir Topham Hatt ran over to Paxton with his shunter's pole and quickly swung his coupling chain onto Fluttershy's hook.

"Ready to pull!" Paxton beamed.

The Girls were overtly confused to say the least. But if this was gonna rescue their friend they had no time to question. Sir Topham Hatt ran up towards the middle and gave his orders.

"On my command! And, heave!"

With the tug of their coupling chains, the Girls pulled back as hard as they could. Their faces burned red, steam hissed from their boilers, smoke from their funnels, and wheels grinded, slipped, and spewed sparks. Applejack neared the rocky waters but was soon pulled back towards the port again. Slowly and surely, everyone dragged Applejack back across the gap between the track and ledge until her tender and engine hugged the rails again.

Everyone exhaled a huge sigh of exhaustion. Applejack was panting but relieved to not be dangling off the ledge. Her and the others were all safe and sound.


The Girls, Sir Topham Hatt, and Paxton returned to the Steamworks, towing Applejack inside the factory and parking her under a green shed next to the boiler shop. Pinkie Pie and Fluttershy parked underneath as well while Rainbow Dash and Rarity stayed by the entrance with Paxton in the middle.

Sir Topham Hatt descended from Paxton and went up to inspect Applejack.

"It's not that bad, is it?" Applejack asked, looking worried about her battered front.

Sir Topham Hatt stroked his chin. The other girls were just as worried over her condition.

"Hmm. Regardless whether or not it is, you'll still need repairs. One small problem could lead to an even bigger issue if not fixed right away."

Paxton was happy to see his new friends from Canterlot High again. And on Sodor no less. The Girls didn't have to worry about him as he appeared to be friendly, especially aftering going out of his way to help them rescue their friend. It would appear that a few diesels on Sodor haven't resorted to hostilities.

"I am so glad to hear that a few steamies are alright. I almost went back to your school just because too many engines were being unfriendly. But here you are instead," Paxton laughed. "Oh, what are the odds of that, eh? Ahh, amazing."

"Helping Us Save Applejack Was Even More Superdiciously Amazing Of You!" Pinkie Pie said.

"Thank goodness you're not like the other diesels," Fluttershy said. "We were worried everyone on Sodor would be under the Siren's spell."

"Eh?" Paxton looked baffled. "A Siren's spell?"

"Oh? Have you not heard of what's going on, Paxton?" Sir Topham Hatt asked.

"I don't think so. All I know is that Director Gisborne is in control now, and he's only allowing diesels to work on this Railway. Which is ashame, really. I really do miss my steamie friends."

"Have you noticed anything off about these diesels?"

"Well, any time I try being friendly with anyone, all I get are rude remarks. I know not all diesels are this unkind. Why do you suppose they are now, Sir?"

"Yeah, about that," Rainbow Dash commented.

The Girls told him everything Diesel said to them during the two diesel's visit to Canterlot High, and what they learned through Gerard Gisborne's plan to overthrow steam engines. They explained their reasons for coming to Sodor as a response to Thomas and the other steam engines in danger of being scrapped, and how they intend to rescue their captured friends. They were still iffy over what the Siren's true intentions were, but the rest of their explanations was enough to leave Paxton horrified and betrayed. All this time he thought he was helping Diesel and Adagio Dazzle towards a greater goal for diesels. When in reality, they were only trying to rid the Island of steam engines in what seemed like a revenge plan against the Girls for stripping the Siren of her powers.

"So, Adagio and her friends are really Siren's from a pony world who want to suck up our negative energy?"

The girls reconfirmed with Sir Topham Hatt as their alibi. Paxton felt deeply guilt ridden. The thought of playing a part in Diesel's schemes was a large blow to his radiator.

"I-I can't believe it. All this time I was helping them take over Sodor? Oh! What have I done?!"

"Hey now, Paxton," Applejack said. "It ain't your fault."

"But it is. Diesel tried pushing me away, but I kept going along with him. I even convinced her two friends to come to Sodor once the big plan for the diesels was complete."

"Well, if they're gonna be on Sodor after everyone's enchanted," Fluttershy said, "Then all we have to do is make sure Sodor isn't completely taken over."

"True That! And If You're That Broken Up About It," Pinkie Pie said, "Why Not Help Us Save Our Friends?"

Paxton was surprised. "You… want me to join you?"

"We are in definite need of more friends on our side," Rainbow Dash added. "Especially diesels we can trust."

Everyone collectively agreed. But Paxton's spirits were still at a low.

"That all sounds well and good. But I wouldn't want my help after what I did. I'm nothing but a silly diesel."

"Darling, of course you're not," Rarity sympathized. "Your heart was in the right place. It was Diesel who never spoke of their true intentions. If there's anyone to blame, it's him."

"I'm not so sure."

"It's alright, Paxton," Sir Topham Hatt assured. "All is forgiven. Diesel, on the other hand, will be hearing a strong word from me when and if I get my Railway back."

"You feel bad fer what you've done," Applejack stepped in. "The way I see it; that just shows you wanna make a difference. So why not make up for it by joinin' our cause instead?"

Paxton looked to all the Girls and their inviting smiles. He did feel bad for not realizing what Diesel and Adagio really had planned for Sodor. But given how the Girls were offering him to amend this mishap, It wasn't long before he too got over his qualms and regrets, and smiled back in return.

"How can I help?"


Meanwhile, at the drop of the Vicarstown Rolling Bridge, Twilight Sparkle and Sunset Shimmer's trains puffed through the bridge with Duck, Oliver, Toad, Spike, Donald & Douglas coupled up behind. The brigade of engines was feeling victorious from their journey to the Mainland. They puffed through Sodor's valleys and hurried through the mainline to the Sodor Steamworks.

The group arrived and parked the load of coal and water on a siding next to the building. Twilight and Sunset met and faced the Sodor engines from another line once the train was organized. Duck, Oliver, and the twins thanked Twilight and Sunset for splitting some coal and water and offered them to visit Ulfstead Castle anytime they need assistance or a safe place. Donald and Douglas especially insisted they'd be called for help, much to Duck's polite dissuasion against. Spike and the two girls agreed and beamed happy and proud smiles while Duck, Oliver, Toad and the Twins took off back to Ulfstead Castle.

Inside the Steamworks itself, the Girls parked in their regular spots to face outside the shop's entrance. Paxton was just about to head out after a trip on the turntable when he and the others heard a prominent chuffing and steaming sounds approaching them, followed by Sunset's whistle. Everyone heard the two engines puffing onto the transfer table. upon seeing Twilight rolling into the Steamworks on her own, the Girl's jaws all collectively dropped. Pinkie Pie inhaled and gasped the loudest.

"Twilight?!" She beamed. "You're Moving! On Your Own!"

Twilight, with Spike coupled behind her, and Sunset pulled up in between the Steamwork's entrance way.

"And we got enough coal and water to last us longer than what was needed!" Sunset said.

"Well I'll be a baby cattle takin' its first steps," Applejack said.

Everyone praised Twilight for being able to drive now. Fluttershy was equally happy for Twilight, but looked down at her own wheels with a saddened face. She still hadn't gotten used to her brakes, and it made her more upset to still not have them mastered, especially seeing how it might've added to Applejack's accident. But Fluttershy tried pushing aside her qualms to congratulate Twilight's achievements.

Sunset and Twilight were almost alarmed to see Paxton with them. But after quick clarification, they knew now that Paxton was on their side as well, and more than eager to do whatever to make up for his confusion.

"Excellent!" Sir Topham Hatt said. "You've got yourselves fuel and managed to return safe and sound."

"And good job on learning how to drive, Twilight!" Paxton praised.

Twilight let off a calm steam before making a speech to her friends.

"I know you're all counting on me and Sunset to see us through this journey. And while I still think I might not do a good enough job keeping us together, I'm more than willing to do what it takes to get us on the right track."

The Girls all looked at each other first. They initially felt bad about Twilight feeling pressured to lead the way. Even Sunset felt a little bad for pushing her until the rest returned to their encouraging and proud smiles.

"Plus," Twilight continued. "A good friend of ours once taught me something very important the last time I doubted myself this much."

"Oh?" Rarity smiled. "And what was that?"

"'When at times you seem derailed, get back on track and keep going. And never, never, never, give up," She shut her eyes, repeating his words in her head.

"Uh, that's it?" Rainbow Dash said.

"Any one of us coulda told you that, Sugarcube," Applejack said.

Twilight giggled. "I guess you had to be there."

The Girls collectively murmured in agreement.

"I Don't Get It," Pinkie announced.

"I also wanna thank Sunset for supporting me throughout," Twilight said. "I never would've imagined myself accomplishing anything like this before meeting you all."

"Same goes both ways," Sunset said.

"Enough talk!" Rainbow Dash beamed. "Time to get fueled up!"

Everyone agreed and eventually got to work on their next plan of action. Sunset and Twilight shared friendly smiles to one another before joining their friends in their discussions.


Paxton left the Steamworks with a cheerful smile as all the doors close shut. He then froze in place when two diesel locomotives, Skinhead and Western, stopped in their tracks from a branchline not to far from the shop. They had just left the Dieselworks after being repaired from their encounter with the Girls yesterday. The two wary diesels eyed Paxton and his stunned, shriveled face. Then, Paxton tried putting on a professional tone.

"Sorry, fellas. These premesi are off limits," Paxton instructed, pronouncing premises incorrectly. "There's still some renovation going on. So, if you happen to hear any strange whistling or clattering, then that means the workmen are busy doing… uh, stuff!"

The two diesels raised a suspicious brow. Paxton cleared his throat and edged onto the transfer table.

"Oh," He continued, "and I'll also be making deliveries for the workmen now and then. So, don't bother asking Gisborne about my whereabouts because he already gave me the go a head."

Skinhead and Western blinked. Paxton kept grinning until the awkwardness kicked in.

"Right then. Off I go!"

Paxton hurried off in a dash. Skinhead and Western watched him leave before sharing a confused glance. Then the two diesels nudged their cheeks , deciding not to question Paxton's oddness or the bustling Steamworks.


Duck, Oliver, Toad, Donald & Douglas returned to Ulfstead Castle on the Earl of Sodor's estate. They entered the castle through the drawbridge, unaware of the DRB Class 50 tender engine stopping by the estate gates from afar.

Adagio Dazzle surveyed the station and entered the junction further. She heard rumors from passengers of there being new engines spotted at the estate's castle, as well as the absence of its current engine residences. Perhaps they were simply just new additions to the Earl's railway museum. Or maybe, they were something else she was expecting to find. Regardless, the engines that were suppose to remain at Ulfstead were seen chuffing down the mainline. So. Adagio followed them to Ulfstead Castle to investigate.

She parked next to one of the platforms and watched the drawbridge close up again. It wasn't definitive whether or not it was the museum engines re-entering the Castle, knowing there were other engines residing here as well who could be coming and going.

Just then, a little narrow-gauge diesel puffed up to the platform with a red, four planked truck coupled to her. It was a Talyllyn Railway diesel named Midlander. She initially took her truck out to show Gisborne what was inside. But after noticing Adagio parked along the platform, Midlander decided to show what she was carrying instead. Midlander was a bit intimidated the big engine, especially from what she was told about Adagio through other diesels.

Midlander gave a quiet toot of her horn. Adagio looked down at her with a contempt brow.

"Yes?"

The little diesel quivered internally. "S-sorry to bother you, miss big engine. But, I-I found this weird sparkly stuff while some men were digging slate and, well,"

She pulled the truck in closer for Adagio to get a better view.

"Nobody down at the quarry knows what it is. It makes this weird sound whenever you touch it. And it clings to just about anything."

Adagio examined the truck's interior. And to her dreaded, utterly shocked surprise, inside the truck was a small pile of Silver Dust. The very same glittery substance Adagio once found when she was a very young Siren back in Equestria. On the very day she lost her home, and her mother, to a hate crazed Pony armada all those years ago, all because these Silver Dust teleported her to a pony village that followed her home.

Adagio Dazzle was completely stunned. She rifled through mixed emotions of sadness and anger upon realizing what this stuff was, and how in her world could it have ended up in this one of all places.

"Where did you get these?" Adagio asked, still fixated on the Silver Dust.

Midlander didn't know how to respond. She wasn't sure what Adagio would say next given her sudden, incisive fixation on these silver sparkles.

"A-at the Blue Mountain Quarry. But-"

"Take me to where you found this sparkly substance," Adagio commanded. "Now!"


To Be Continued.


Songs used: "The Other Side" by Kazumi Evans. "Five To Nine" By Ashleigh Ball. "Coinky Dink World" By Shannon Chan-Kent.

Writers/Lyrics By:John Jennings Boyd, Lisette Bustamante (The Other Side). Gillian M. Berrow (Five To Nine). Mason Rather (Coinky-Dink World).

Copyright Ownership's: Hasbro Inc, Hasbro Studios.