Disclaimer - I do not own Starlight Express or its characters. They belong to ALW and RUG.

Pearl, you've been honored. You have been chosen.

...What sort of compliment was that anyway? Rusty gritted his teeth. The way that money truck, or whatever he was, spoke, you'd think Electra was the king of everything instead of some unknown locomotive that rolled in out of nowhere. Sure, he might have been fast just now in the elimination heat, but he still had not beaten Greaseball. Pearl should have seen through his flashy show and parlor tricks.

His coach has a headache. Also he says you're second to none. But he still had a coach, Rusty fumed silently as he rolled away from the race track. Electra had no right to throw himself at Pearl. The steamer tried to push down the image that came into his mind, but it was hard - he could still see Electra coming to collect Pearl for the first heat. The steamer hated the way the electric had circled around the observation car like a predator, stopping beside her to stroke her face. Rusty had expected Pearl to protest against the familarity as Electra turned his back to the coach, but she had wordlessly grabbed his couplers and allowed him to pull her away into the night.

Of course, that skinny lackey had made it clear that Electra would fire him if Pearl refused to replace the electric's partner - and that alone should have lit the warning signals for the observation car.

Still, Rusty might have accepted the situation if rescuing the money truck had been the only thing that had made Pearl go with Electra - but he knew that was far from the truth. Oh, yes, he had been there when they had crossed the finish line, and he had seen how she had looked at the electric: breathless, but eyes shining like the jewels of her tiara.

Rusty had not even been able to speak with her. He had tried following them as Electra moved Pearl towards the track that had been given to him and his crew to use between races, but that silver armaments truck, Krimp or whatever-his-name-was, had stepped in front of him and told him to move along.

But he didn't blame Pearl, Rusty decided as he rolled along the sidings towards the old coal tower. Things had been squirrely ever since that AC engine showed up: starting with the technical difficulties that made the National Engines - all electric engines themselves - momentarily stop working; then the mechanical bridge, the big truss fixture that only Control's station computer could command, was suddenly moving by itself. Of course, Control didn't care that his system had been hacked into. The rail yard's owner was always one for theatrics, and he was impressed that his race had a "superstar challenger" - even one that none of them had even heard of.

Of course, the corroded engine thought as he finally spotted the coal tower, the most squirrely thing about the whole thing was what happened after Electra introduced himself: how everyone - the competing locomotives, the coaches and the freight trucks - all began to circle him along with his companions. Rusty had been standing off to the side, out of the way, and he had just stared as they all orbited around Electra - even Dustin, the normally shy big hopper, was linked to the others. Rusty had actually been relieved when Greaseball had suddenly interrupted everything.

The brown-haired engine sighed before he looked at the coal tower before him, a wooden relic illuminated by the nearby station spotlights. Rusty shook his head miserably, feeling oddly heavier with each passing wooden tie on the track beneath him. Not even five decades ago the structure had served a traffic of steam locomotives - now, however, the decaying structure had only just enough fuel for the two remaining steam engines of Control's yard. Like him, the tower could have been used for greatness, but time had been malicious to both of them.

Rusty resisted another sigh as he drew closer to the inviting light of the coal tower where he could already see a gathering of rolling stock. A voice was singing, deep and happy, but his mind shut out the music as his depression deepened, mingling with the bitterness. He was corroded, but he could not fix himself. He was designed to run on main lines, but he could only find work as a switch engine, hauling and hitching ungrateful trucks and coaches to domineering engines. He did whatever he was told, but the others showed him no sympathy. He was supposed to race with Pearl, but then that posing peacock lured her away.

He stared unblinkingly ahead, vaguely aware that the singing voice had suddenly ceased, but not really caring. Pearl was the first girl he had ever really paid attention to - the first girl that did not wrinkle her nose when she saw his rusted frame, the first girl who gave him a chance and believed that he could win - and now she was gone, and his motivation had left with her.

"Rusty," a deep voice interrupted his thoughts, "why you lookin' sad?"

He glanced up, and only then did his mind fully register that the rolling stock in front of him was an old steam engine sitting on a bumper with the three Rocky brothers and Dustin and Flat-Top surrounding him. It had been the engine, McCoy, nicknamed "Poppa", who had spoken, and the green-wearing locomotive was watching Rusty with concern.

Rusty returned his gaze. "I got no hope," he said, not caring if the trucks heard. "Lost the coach I thought was racing with me."

"What, Pearl?"

Rusty felt his fist clench again, but he did not care. "Yeah, she upped and joined electricity."

"Electra," Dustin whispered.

The older engine glanced briefly at the young hopper, whose widened eyes and gaping mouth made him resemble a fish, and looked back at Rusty. "Who's Electra?"

"Nobody's really sure," Rusty cracked nastily. At Poppa's slight frown, the younger engine amended, "He's a late entry. For some reason he thought Pearl was best suited for him."

"I thought he went off with that freezer," the eldest Rocky said.

"His coach has a headache, so Pearl was 'honored and chosen' to replace her," Rusty said, mimicking the money truck's voice.

"Guess a freight truck wasn't good enough for him," Flat-Top drawled, rolling his eyes. There was slightly more bite in his voice than normal, but Rusty did not bother to question it.

"Never mind all that," Poppa cut in. "Just get another coach."

Rusty looked at the older steamer. "No, not without Pearl." The thought had crossed his mind, yes, but even if the remaining coaches were willing to race with him, he could not bring himself to race alongside Electra - not when he would see Pearl clutching the electric's coupler belt as she looked at the superstar with shining eyes. "I just won't," Rusty said.

Poppa sighed. To Rusty's surprise and embarrassment, the elder man suddenly rose and took the younger engine's arm and gently, but firmly, pushed him a short distance away from the others. Rusty did not bother resisting as he was led to the edge of the station light's yellow circle. "I know you're disappointed," Poppa said softly once they were out of earshot, "but things like this happen. You have to shrug it off and keep going. There's more important things right now."

Rusty looked at his mentor - at the graying hair and the wrinkled skin, the encouraging gleam of his brown eyes - and he could not help but feel that for once Poppa did not know what he was talking about. Sure, the older steam engine had been a champion racer, and he knew how to win a race without resorting to cheating and using underhanded tactics like Greaseball and the others did, but this was not a situation the elderly man could help. Despite the nickname "Poppa", he had remained single and had never built children of his own. How could Poppa possibly understand the way the flames leapt within the younger engine's rusted firebox whenever Pearl rolled by? How could the elder comprehend those dreams which Rusty harbored that involved the pinkish observation car? Ages ago he might have taken his mentor's advice and kept on trying - but that was before he had met Pearl.

"There's just no point," Rusty said at last.

"Sure, there's a point," Poppa argued. "There's more going on that's bigger than you, bigger than me. I can sense it. If you race tonight, great things will happen, but nothing will change if you sit back and do nothing." He looked the younger engine straight in the eye. "And don't you remember what you told me when I asked you why you wanted to race? You said you hoped that this race would help you get the rust taken care of. Don't give up on that."

Rusty sighed. Somehow, even that did not seem possible now. "What's the point? Even if she hadn't gone with him," he said, feeling his insides heat, "Mr. Late Entry took away my spot in the competition. Unless one of Greaseball's thugs decides to beat up the remaining engines, there's no chance that I'll even be able to race."

"A minor detail," Poppa said, dismissing it with a wave of his hand. "Quitting won't impress the girl."

"No, shiny superstar challengers with ridiculously big Mohawks do."

"Rusty, you ain't got no faith," Poppa sighed. He gently laid his hand upon the youth's black shoulder, obviously not caring about the rust that now clung to his clean metal. "Just trust in the Starlight, and he will help you. He's bigger than any problem, even this one," he said kindly.

Rusty felt his eyes narrow. "How can you believe all that stuff, Poppa?"

"You believed before."

In what? Rusty wanted to say. In some deity that had abandoned his steam-powered followers when the diesels first appeared? In a galactic-traveling engine that could not be bothered with a dead-end engine corroding to bits? When Rusty had told Poppa that he was going to enter the race, the former champion seemed to believe that it was the Starlight Express' response to his prayers, but there did not seem any point in praying now. Still, Rusty bit his tongue, not wanting to get into an argument.

However, at his silence the concern on Poppa's wrinkled features slowly tripled, soon mingling with sadness, but the old engine said, "I guess I can't change your mind then. You're really not going to race?"

Rusty nodded.

"Well, that's a real shame," a voice drawled behind him. "That means I came all this way for nothing."

Rusty started and spun around. In the shadows of the track, a familar truck stood, watching him with annoyance. With her dark clothing and black paint she might have blended completely with the night had it not been for the white paint that made her face loom out of the darkness like an apparation. Though he forgot her name, Rusty knew her: she was Electra's freezer truck.

Rusty was suddenly aware of Poppa's shifting behind him, and the younger engine realized that he had been staring, agape, at the newcomer. He quickly shut his mouth as the Poppa took a small step forward. "Good evening, Miss...?" the deep-voiced man greeted the freezer friendlily.

"Volta," the woman replied.

"Nice to meet you," Poppa replied.

Rusty felt his mentor nudge him, and he cleared his throat. "Hi."

"A pleasure."

"Would you like to sit down?" Poppa offered, motioning back toward the bumper that he had occupied moments before. The freight trucks were still gathered around it, now watching the intruder with interest.

Volta's eyes, however, returned to Rusty, and her eyebrows arched in irritation as if she had just discovered that he had read her diary. "I'm not sure if there's any point now."

"Well, why don't you just sit and tell us why you're here?" Poppa urged again. "If you came out here, it must have been important."

"Indeed." With the grace of a queen, she maneuvered around the two steam engines and soon claimed the proffered seat. The freight trucks made way for her, and Dustin nervously touched the brim of his hat before suddenly moving behind Flat-Top. The rest of the trucks mumbled hellos to the freezer, who merely acknowledged them with a nod, and Poppa gave Rusty a slight shove. Reluctantly, the corroded switch engine moved forward, closing the distance between him and the white-faced woman.

He cleared his throat again, but inside he felt a sickening dread. He could sense what was coming - though he didn't know why it was coming at all - and he knew what Poppa's response would be, but, still, somehow he managed to choke out, "How can I help you?"

Volta looked at him, and he suddenly saw that her eyes were brown, a few shades lighter than Poppa's, but even that warm color did nothing to alleviate the frost within her gaze. "I am aware that you need a partner," she said briskly. "I myself am in need of an engine. Since our problems are remarkably similar, we could conceivably find a solution."

"You want to race with him?" Flat-Top cut in incredulously. The flat car looked from Rusty to the freezer truck as if the situation was too disgusting to be real.

"What about Electra?" Rocky Three asked.

"He already has a coach. He won't need me," Volta replied simply, but Rusty saw the frost deepen within her eyes.

"I thought the whole point of Electra racing with Pearl was because his own coach had a headache," the rusted switcher said bitterly, eyeing the healthy-looking freezer.

"Obviously, I don't," she said with a smile that was too fixed to feign sincerity, "which allows me to race with you."

"Well, this works out then, don't it?" Rocky Two said cheerfully. "You two race, and we'll start planning the after-party."

"Yeah, losing probably tastes better than they say," Flat-Top snorted, folding his arms. He was a firm supporter of Greaseball, the reigning champion, and he had often voiced his opinion of Rusty's chances of winning. However, he suddenly seemed to regret his outburst as he saw the looks Poppa and the three boxcars were giving him.

"Rusty can do it," Poppa declared, laying a hand on his student's shoulder.

"He can probably do something," Volta agreed. "You don't enter the world championship unless you can keep up with the others. But," she said, getting to the point, "are you interested in racing?"

All of them suddenly looked at the switcher questioningly, and the silence that followed was one of the heaviest that Rusty had ever experienced.

The plan hardly appealed to him. Sure, he could take the freezer and race against Electra and Pearl, but he would still be racing against Pearl. He had been prepared to race against Greaseball, who cheated without punishment because he was Control's favorite, but Rusty would have still gone with Pearl. Even if he could somehow race, he would still have to witness the adoring smile that he yearned to receive being given to another. Even if he somehow won, was there any point if Pearl still looked at Electra that way?

"I'm sorry, Volta," he said, averting his eyes from her, from Poppa, from anyone. "It's nice that you offered, but I can't go."

Silence met him, awkward and chilling. He managed to make himself glance at the freezer. She stared at him without visible emotion, but he heard her diesel engine click on, followed by a sudden hum as her cooling system was activated. Rusty had known a few refrigerator cars in his time, and he knew that this meant she was trying to keep her temper.

"Well," she said at last, "that's it then." She rose to her feet.

"Miss! Please, wait," Poppa urged, and she reluctantly stopped. He quickly turned to brown-haired engine. "Rusty - " he began, but the switcher cut him off.

"No, Poppa. I - I just can't."

"Rusty, you ain't got no faith," the former mainliner continued as if he had not been interrupted. "I am a steamer. I was a champion once," he reminded him. "You're like the rest. You're just blind."

"No, no. I see good," Rusty spat. "There ain't no power in steam no more." The bitterness was burning him again. He hated that AC engine - hated him for taking Pearl, hated him for getting a place in the final, hated him for... for... everything. Things were fine before that living light bulb showed up with his fancy wheels and obedient minions who bowed and treated Pearl like she had won the lottery. "Electricity is faster now," he added, mimicking the way Electra spoke.

"No!" The outrage in the aged engine's voice, which erupted so suddenly from his lips, caught Rusty by surprise. Even Flat-Top started, but still the corroded switcher barely glanced at his mentor.

Before Poppa could say anything else though, Volta suddenly spoke: "You really shouldn't say such things." Rusty looked at her, and to his surprise a smirk rested upon her blue lips. "Electricity certainly makes a good show, but it has its drawbacks, same as anything." She rolled forward, crossing the track between them, and laced her fingertips together. "Of course, it's a shame that you can't race with someone who might know those drawbacks. Such a car would have had to race with Electra personally and actually know his weaknesses and all those boring details that could mean victory - but what are the chances that Electra's coach would race with you anyway?"

Rusty stared. ...She had a point. With such help he could beat that rock-star wannabe - and with the electric's own coach. He could already see the smug look on Electra's face disappearing when the "Engine of the Future" would lose to the "Steam Train of the Past" - it would be the perfect revenge.

As he thought of Electra's defeat, Rusty remembered how the electric had set his eyes on Pearl when he first arrived, how Pearl had actually looked torn when she had to choose between Rusty and the AC engine, how Electra had gotten a place in the final with her beside him. Her sparkling eyes would grow dim if Electra lost, and she would come back to Rusty once she saw that he had what it took to be her champion...

...Then again, if Electra lost, her caring heart might pity him, and she would draw even closer to the electric.

"It's no use," Rusty said at last, and his voice sounded suddenly hoarse. "I just can't - "

"Rusty, snap out of it!" Poppa commanded. His eyes were blazing with more intensity than his coals could ever produce. "Now, let me hear you say, 'steam'!"

Rusty rolled his eyes. "Steam."

Poppa glared, but Rusty did not care anymore. Waving his student off with his hand, the old man turned to the others. "Let me hear you all say 'steam'!"

Out of the corner of his eye, Rusty saw Volta raise an eyebrow as the three boxcars and Dustin obeyed with enthusiasm, drawing out the one syllable word. The switcher did not know why he inwardly cringed as the freezer looked heavenward. Why didn't she just leave?

Flat-Top suddenly snorted, breaking into Rusty's throughts. "Oil! Oil! Oil!" However, the flat car's smug loyalty suddenly faltered as Poppa took a step towards him. The little truck wasted no time bolting away from the angered man, leaving a trail of his precious bricks in his haste.

"Oil?" Poppa challenged. "Oil is the work of the diesel himself!"

Rusty could not take it anymore. Not even bothering to look at the freezer, he said, "Even if I did take her, there's no room. There's four trains in each heat. They've got all four trains for the next one. We'd be laughed off the track if we tried to go now. Besides - "

"What did you say?" Volta demanded.

Rusty turned to see pure fury upon her white-and-blue face. Her teeth were practically bared as she stared at him, fists shaking violently. Suddenly, Rusty could see how Electra could have prefered Pearl. "It's true," he said grimly. "The German train, the French train, the Russian train, and the - "

"Control! Control!" a voice suddenly exploded above them, echoing across the property as hundreds of speakers blared simultaneously. Rusty looked up out of habit as the owner of the rail yard continued, "Cancellation! Cancellation! The British train has been scrapped!"


"Space for late entry! Space for late entry!"

"That's... oddly convenient," Flat-Top remarked.

"What'd he scrap him for?" the elder Rocky, however, demanded, staring angrily in the general direction of the intercom. Few gave the bitter boxcar a glance however. Suddenly, all eyes turned to Rusty.

The locomotive backed away. No one made a move toward him, but he saw the grim firmness on Poppa's worn face. "What?" Rusty snapped. "Aren't you at all concerned that some guy is going to be recycled?"

"He won't be," Poppa said simply. "His country won't allow it. I've been in this yard longer than you, son," he reminded him. "This is just a formality." Poppa suddenly straightened his shoulders, and his expression became even more somber. "You've got your chance now, son. You're the fourth engine, and you have a partner. Go for it."

For the second time that night, the image of Electra collecting Pearl flashed across Rusty's mind. He once again saw the engine's red-gloved hand stroking Pearl's soft cheek as if he had the right - and he saw Pearl, without complaint, without question, merely take the metal loops upon Electra's red belt. The steamer shook his head. "It's no use, Poppa. I ain't gonna tell you different."

"Perhaps so," Volta agreed, finally stirring from her spot. Once again she was in front of him, and once again her eyes held an icy glare - but, strangely enough, he saw heat deep within them, and her oil-powered cooler hummed louder than before. "But you actually have a chance - many engines would kill for a spot in this race, but you're ready to throw in the towel just because one little girl couldn't keep a promise? Listen to me, you little - "

"Rusty," Poppa intervened, cutting the woman off, "you have to believe. The Starlight Express can help you," he went on, not seemingly to care about the strange look Volta shot him. "You can't rely on your own strength, son." His eyes, though still serious, softened slightly with empathy. "How many times have you found, though you were firm on the ground, still the world around you sways? You notice all that you got does not add up to a lot, and the way ahead's a maze." Poppa set his mouth grimly. "We've all been there," he said quietly. "I know what it's like. You've used everything inside you, so maybe it's time you tried to find a new power to shine a light - a light to brighten up your darkest hour."

Rusty moved away. He had enough. Sure, the Starlight Express had sounded nice the first time Poppa had told him about it, but after years of hitching and switching instead of long-haul locomotion, of thuggish diesels beating on him, of arrogant foreign engines treating him like a slave - he had enough. Believing in the Starlight was like believing in the wheel fairy: fun when you were young, but impractical when things got tough.

"Starlight Express hears your distress," Poppa urged him. "He's there all around. Starlight Express will answer you yes. He's waiting to be found."

Rusty shook his head - it was all that he managed to do before the authoritative voice of his employer once again shouted out, "Control! Control! Five minutes to second heat! Five minutes to second heat!"

"Well, I guess that's it then," Volta practically spat. "Thank-you, Rusty, for wasting my time - "

"Just a second, miss," Poppa interrupted politely, and there was something in his face that made Rusty's stomach knot - and with good reason. The old engine asked: "Would you race with me instead?"

Rusty started. "What?"

"What?" the Rockies cried in unison.

Their surprise, however, could not begin to rival Volta's. Her hard face had suddenly morphed, and she stared, agape, at the elderly engine. "You?"

"Are you insane?" Rusty demanded.

Poppa ignored him. "One entry available," he said to Volta, "one engine, one partner. You have the same chance with me as with him."

"Rockies, grab him!" Rusty exclaimed, turning to the boxcars.

The muscular brothers looked at each other uncertainly. "You first," Rocky One finally said.

"I'm not sure," Volta said, her eyes fixed on Poppa. Hope flared within Rusty, and he spun around and looked anxiously at the calculating visage. "You're rather old."

"But I'm still strong," Poppa replied, "and you look lighter than the Rockies. Are you carrying cargo?"

"Other than Electra's hair products, no."

"That ought to weigh her down," Flat-Top cracked.

Poppa did not seem to hear him. "If you are willing, Miss Volta..."

Volta studied her prospective partner, and Rusty could see that those brown eyes were taking in the whitening hair, the wrinkled skin, the limbs that moved slowly with age, the few dents that Poppa's pension had not been able to remove - and the corroded steamer was reminded of how Electra had looked when he had first spotted Rusty. Volta had the same judgmental gaze of someone who slavishly followed changing fashions and frowned upon anyone who did not measure up to their sense of style. Insulting as it was, it fanned his hope. He knew right then that she would say no.

"Very well then."

Rusty jumped so hard the coal within him hit the roof of his firebox. "You're mad!" he cried as Poppa turned his couplings to the black-clad woman.

Volta accepted the metal loops with a ladylike grace, and before Rusty could do anything, Poppa pistons were moving. The new partners departed the light of the coal tower, leaving the others to watch, stunned.


Author's note of acknowledgement - Can you believe that I had "Pearl, You've Been Honored" mostly memorized, but I couldn't remember what came after "His coach has a headache"? Well, I got "Also he says you're second to none" from the Starlight Express page on Judie's Place.

You've probably noticed that I've used some of the lyrics from the scene following "Poppa's Blues". I've actually used a mixture of the New London and the Broadway lyrics, which were obtained from the website "The Midnight Train Crossing". I have not used any of the author's narrative of her novelizations. (You really think I'd post plagiarism where other StEx fans would find it?) I felt funny about blending the productions together like that, but I guess it's okay since this is an alternate story.

For this story the lyrics were either obtained from those two websites, the soundtracks, Youtube, or my own memory.