EDIT 12/3/10: The following chapter has been modified. Narratives were tweaked; dialogue was altered, added or removed; a new scene was written (starring Flat-Top).


Rusty's arms pumped as he zoomed towards his mentor with the freight trucks in tow. A smile stretched across his face as he saw Poppa take off his helmet. Even from that distance the older engine looked tired, but Rusty's amazement did not cease a bit. He had never seen Poppa in a real race before, not even a friendly one. When Rusty used to practice on the sidings with Pearl, Poppa would stand watching, calling out suggestions and commands. Only a few times had Poppa ever given him a visual demonstration, but those had always been at low speeds. Rusty would have never expected that kind of performance on the track. Sure, Poppa had been a little shaky at first, but he had soon found his groove, and at times he seemed to fly down the rails.

Rusty felt his chest swell with pride. Not only had Poppa just beaten three of the world's fastest engines (and at his age, too), but he had also taken care of himself out there. The freezer was a good fighter, of course, and Rusty was glad she was tougher than she looked, but the way Poppa avoided punches and delivered that damaging blow to Turnov was truly impressive.

Rusty shot a sly glance towards the Russian engine, who was still stumbling off the track; the repair truck had already vanished, and Turnov now tried rolling himself forward with the safety rails for support, but the mechanical barriers quickly sunk back into the ground. Turnov stumbled and fell, suddenly a metal heap half-dangling over the ledge the track rested on, but he managed to push himself up, and with some difficulty he began to limp slowly away towards his assigned track, unaided. And all because of a steam engine, Rusty thought.

Rusty looked back to Poppa, who was suddenly on his knees. The switcher instantly felt concern, but at the same time the young engine resisted shaking his head. The elimination heat had obviously winded the racer; still, Rusty knew better than to say "I told you so" to the stubborn steamer. "Hey there, Poppa! You were great!" he called, making his voice sound cheerful as he circled around the champion and his partner. "Hey, you..." A sudden look from the freezer made him trail off, and it was then that he noticed Poppa's labored wheezing.

Rusty was instantly on his knees, barely aware that Rocky One had disconnected from him. "Look at you!" He laid a careful hand on Poppa's back, but he almost withdrew it when he felt the green metal. Terror immediately filled him to the brim. "Y-Your boiler is cold!" he cried. He had been expecting the heat of bubbling water, but Poppa's back was like ice. "How could this happen?"

"Oh, Poppa!" Dustin groaned, releasing his hold on the flat car's belt in front of him. His face crinkled into a tight, distorted mask as Rusty heard him swallow noisily.

"It's your own fault, steamer," Flat-Top snapped, looking at the locomotive with bitter eyes. "You shoulda stayed back at the yard and blackmailed Rusty properly like a normal old geezer."

"Shut it!" Rocky Three snarled, slapping the brick truck's arm with the back of his hand.

"Turnov must have hit him harder than I thought," the freezer said, ignoring the trucks. Her previously cold eyes now contained a grave concern. "Let's get him to the repair shop," Volta ordered, taking Poppa's arm to lift him up, but Rusty shook his head.

"Poppa's pension won't cover that sort of bill."

"So, you're going to do nothing?" Volta asked, incredulous.

"C.B. has tools back in the freight yard," Rusty replied, barely looking at her, and addressed Poppa: "I can get you there fast. Think you can stand?"

Poppa pushed himself up. He opened his mouth, but only a hard panting came out. Poppa placed a heavy hand upon the younger's shoulder, and Rusty patted his forearm encouragingly, though inside he felt sick. "I'll be fine, boy," Poppa finally managed to cough. "But... I can't carry on."

"What do you mean?" Rusty asked faintly.

"Looks like my racing days have come and gone," Poppa said grimly. Rusty looked at him miserably. "Proved that I could do it," Poppa went on after another forced breath, "but... I used too much power. Even if I pulled Flat-Top, I couldn't do it again."

"Just rest now, McCoy," Volta said in tone she must have thought was gentle, but still managed to sound commanding. "Save your strength."

Poppa barely glanced at her: his brown eyes locked onto Rusty's blue ones with a meaningful gaze. "But I did it, Rusty," he said quietly, yet proudly, as if he had not been interrupted. "See what steam can do? It's no more dead than the new models of locomotives. Everyone says that progress left us behind and that we're useless and slow." Poppa gave the younger's shoulder a firm squeeze. His old lips, caked with cracks from years of being exposed to the elements, suddenly curled into a smile. "But I got me a position, Rusty. I've got a placing in the race."

Rusty nodded. He tried to swallow, but his mouth was dry. "Yeah, Poppa," he said hoarsely. "You did it. You did it real great."

"C'mon, Poppa," Rocky One encouraged, grabbing hold of the engine's thick arm. The boxcar wore a smile, but Rusty could see that it was as strained as his own. "Let's get you to the yard now."

"Yeah, Pops," Rocky Two agreed, bending over to help as well, but Poppa shook his head.

"Please, boys – "

"You're an antique, McCoy," Volta cut him off, "but I doubt Control has a big enough insurance policy to risk getting you further damaged." Her eyes were as frozen as ever, but a strange firmness appeared in those brown orbs. Her hands, now with a odd dusty look on their fingerless black gloves, snaked around the engine arm, gripping the inner-side firmly. However, when her bare fingers met the more sensitive metal, Poppa suddenly cringed, visibly shuddering. "See?" she said with a note of grim triumph. "Your fire isn't bright enough to warm a freezer's hand. C'mon," she added, pulling on the arm. The Rocky brothers followed suit, but Poppa shrugged them off.

"I appreciate the concern, all of you," he said with a grimace, "but – "

"But nothing," C.B. jumped in. The thin man maneuvered around Dustin and stood before the kneeling engine with his red-clad arms akimbo. Though the caboose was usually easy-going, an authoritative tone had entered into his tenor voice. "You've had us all jumping through hoops trying to make sure you didn't keel over, and right now you need help. If you're gonna be a hot-head about this, we can drag you kicking and screaming to your shed, and that ain't gonna make steam look any good. You understand me, Ramblin' McCoy?"

Poppa winced slightly, but he seemed unfazed. "Boy, you're a great truck, and I hear you well, but I need to do something before anything else happens."

"Well, you can wait until I make sure your boiler ain't gonna fall off or something," C.B. retorted. "As much as you're looking forward to visiting the Starlight Station, I doubt the Midnight Train wants you to come 'cause you're being stupid." The blond man jerked his head towards the boxcars. "Rockies, help him up."

The brothers did not hesitate. They immediately leaned over and grabbed hold of the steamer. Poppa resisted, but he was too weak to do anything other than to make himself heavier for them by curling up. He shot a pleading glance towards Rusty, but his student shook his head.

"I'll help you with whatever you want to do, Poppa," the switcher answered, "but I ain't gonna help you damage yourself further. C'mon," he added gently, standing, and his mentor reluctantly allowed himself to be set onto his feet as well.

Poppa took Rusty's couplers as the freight train formed a separate line beside them, but Rusty looked back to see Poppa turn towards his race partner. She stood straight, glancing between the engines and the trucks coolly, but it seemed that she was unsure about going with them.

"Rusty," Poppa said softly, releasing the younger's holdings and placing a hand on the switcher's shoulder, "let me say one thing, and I'll go with you quietly, but I gotta say it quick before anything else happens."

Rusty sighed and turned, and Poppa awkwardly adjusted his hold on the younger as the switch engine moved. "If it's fast, then you can say it," he said firmly.

The champion's mouth twitched upward into a small grin, though his eyes still managed to seem somber. "Fair enough." The older man straightened himself as best as he could. "Remember when you were younger, and I used to tell you that everything happened for a reason?"

"Yeah, Poppa," the switcher replied softly.

"There is a reason for this happening too," the dark-eyed engine wheezed. "I told you things will happen because of tonight. Maybe they won't come right now, but they might come tomorrow or next year. The point is that they're coming, and they'll be here when we need them. Do you believe that, Rusty?"

"Yeah, I – maybe, Poppa," he choked out even as his throat clenched.

"Well, it's true, son," Poppa returned. "It will happen. Steam needed to be in that heat. I could feel it. If it weren't so, I would have never been able to do what I just did. You think an old man could beat a TGV relying on only earthly power?"

"Poppa – " he began, but abruptly the brown-haired switcher noticed that the thick hand on his shoulder had become slightly heavier, and it was then that Rusty realized that the old man had been using him for balance. Suddenly, the younger man found it difficult to look into the warm brown eyes before him.

"Steam can beat them. Steam has raced them," the grandfatherly engine said. "Now, boy… I can trust you." Poppa said it softly enough, but there was a strange excitement in his voice that immediately called forth that familiar knot which seemed to enjoy the company of Rusty's stomach - the knot that said Poppa was going to do something both unpleasant and unexpected.

It was right.

Poppa raised himself up a little more, his dark eyes gleaming, and he said, "Go and enter in my place! Get in there and win the game!"

Rusty jumped back as if bitten, gaping, but he instantly regretted the action because the champion immediately lost the support the younger engine had supplied and tipped forward. Suddenly, the Rocky brothers were at his side and managed to grab hold of him in time to lessen the impact of his fall.

"Are you okay, McCoy?" Volta questioned seriously, and to Rusty's surprise, she dropped to one knee beside her partner.

"Maybe we should bring the tools here instead," Dustin suggested softly.

Poppa did not seem to notice them. Those brown orbs zeroed in on the switcher once more. "Rusty, you must. There's no one else."

For a moment Rusty wildly hoped that this was just a result of fatigue, but he could see that Poppa was dead serious. "No, Poppa, no!" he cried.

Poppa frowned, and his eyes suddenly held a strange fire. "Must I kill myself to make you see sense?" he demanded.

"Settle down!" Volta ordered.

Poppa scowled at her, annoyed, but he seemed to think better of it and sank back on his heels. Still, that determined gaze shot once again to Rusty.

The corroded engine shook his head, hating the way the strained locomotive and the seven trucks were looking at him. "I do not believe," he said to them all, backing away. "No point in pretense. I - I can't do it, Poppa. I won't."

The anger on Poppa's face increased. "You couldn't face that losing shame," he said. "Are you willingly to think back forever on this night and think about what you could've done - "

Before the graying steamer could finish, a loud laugh suddenly broke out, cruel and mocking, and cut Poppa short. Rusty started and immediately cringed, recognizing the taunting, merciless voice. The young switcher looked up to see the newcomer, along with six other engines, roll out of the darkness.

"Well, lookey here," Greaseball smirked. "They said this train could go." He slowed to a stop, right beside the ailing locomotive, and placed his thumbs on his belt. He gave Poppa an inspecting look. "If it can go at all, it sure goes slow. It just can't be the real McCoy." His companions immediately snickered. Greaseball's sneer widened, and his eyes suddenly shot to Volta. Greaseball gave the freezer a smile, but he continued to speak to Poppa. "I gotta say, though, I do like your taste, old timer. Maybe you got a little life left in ya after all." The diesel winked at the woman. "If he's too slow for you, snowflake, you can give me a call."

Poppa immediately stiffened. Greaseball chuckled again. "This is going to be a swell race, ain't it, Poppa? If you do as well as you did just now, it'll just be like I'm only racing against two engines instead of three." Again, as if on cue, the other diesels laughed. Greaseball waited for their guffaws to subside, obviously pleased with himself, before adding, "That is, if you can even make it to the final."

Suddenly, he turned his head towards Rusty, and the switcher felt himself tense. With a saunter Greaseball closed the distance between them. "Will you be racing in his place?" the black-haired engine questioned.

"Should do!" his gang encouraged, flashing the steamer shark-like smiles as they suddenly gathered close. It took all of the switch engine's will power to resist taking a step back.

"Yeah, go for it, Rusty!" Tank added.

"We want to see you race, chug boy!" Lube put in.

"Then you can show them steam is really through!" Greaseball finished.

Rusty looked away, feeling his face heat, but he knew better than to make any effort to leave. The diesels would be on him in a second.

"C'mon! Do it!" Greaseball smirked, punching the switch engine's arm, hard, with mock-friendliness. "It ain't fun if I don't have enough engines to beat - not that you have enough un-rusted parts left to be called an engine," he added. "But it can be Poppa or Rusty, I don't care which. Both are going to make this year easy for me."

Rusty felt his teeth grit, but he lowered his gaze, forcing himself to focus on the track.

"Maybe you should invite them to your victory party, G.B.," Tank suggested. "It's only right if they're going to help you win."

Greaseball laughed. "Well, one of you better show up," he said, glancing at Rusty. "I can't prove steam is useless if it ain't there." The air once again rang with their mocking guffaws, and Rusty's ears suddenly perked as he heard movement, and he found himself looking over towards the freight trucks and Poppa. Some of the diesels began to loop around the rolling stock. The Rockies' fists immediately came up as they took on defensive stances, and C.B. broke formation and drew closer to Poppa protectively, though the caboose was too thin to be of much help. Flat-Top, on the other hand, had quietly moved away from the group and kept his eyes away from the trucks, giving no reaction even when Lube shoved at Dustin

"Leave old Poppa and race Rusty," Tank cracked. "He will be less of a challenge."

"Leave young Rusty," Lube countered. "Poppa will do better, and it won't look as easy.'

Rusty, without realizing that he was doing it, put a foot forward, starting towards his friends, but he immediately felt a hand on his shoulder, and he was yanked back and was suddenly face to face with Greaseball.


The Rockies stood their ground as the locomotives tightened their circle around the trucks and Poppa, but Flat-Top knew that the diesels were not planning to bother the boxcars. Even though they were only three freight cars against six engines, the Rockies were not easy targets. They knew how to fight, and that made them a problem in this kind of sport. No, the engines' prey was the exhausted Poppa, who put his arm in front of the freezer chick as if he could really do anything, or Volta herself, who crouched, tense, with her eyes focused on the attackers, or the shrinking Dustin, who staggered as Lube smacked him hard, or even C.B., who turned his head toward Greaseball as if he expected the engine to call his gang off.

Dustin suddenly grunted, and Flat-Top looked over in time to see the truck clutching his shin as if in pain while the engines broke into snickers once more. Gook, the youngest engine, came close and raised his leg, aiming for the injured area, but the hopper drew back quickly, and the engine's wheeled foot missed by mere inches. Rocky Three quickly grabbed Dustin's arm and, yanking, guided the large man behind him. The big hopper crouched behind the boxcar brothers, his gray eyes wide with fear.

Flat-Top looked away.

Do something. The brick truck gritted his teeth against the thought. He was used to cheering the gang on whenever they jumped a helpless truck or tore off the brakes from some upstart engine and shoved him down a hill. He had seen them dent the frames of male coaches, and he had helped them chain a large gondola car to the tracks after the truck told Tank to leave his sister alone. They were the toughest machines he had ever encountered, and he was not about to cross them - not even for his friends.

Do something. Flat-Top closed his eyes, but it seemed that the lack of vision only served to make his ears stronger.

"Leave old Poppa. Leave young Rusty. Leave old Poppa. Leave young Rusty." He could hear the rush of wind as the engines passed by him, and he could hear the muttered curses of the Rockies.

"What you gonna do about it, Mr. Clean?" Gook laughed, and there came a grunt of pain that sounded like C.B.

Flat-Top had the sudden urge to raise his hands to cover his ears, but instead he lowered his head, finally opening his eyes, and focused his attention on the wooden ties beneath the rails. Even as he tried to block out the noise and the streaks of movement that prodded the corner of his sight, he knew with a sickening clench of his inwards that he would have to look at the scene again. If he seemed at all uncomfortable, the diesels would turn on him for being sympathetic towards their victims.

Flat-Top felt himself swallow, and his lips pressed tight together without him meaning to. He clenched his hands into fists, narrowing his eyes, but he could not bring himself to raise his gaze. The nauseous feeling increased, and his teeth ground together as the corners of his lips jerked downward.

They won't hurt them too bad unless G.B. tells them to, he reasoned. Greaseball just wanted to mess with Rusty and Poppa. He was not after Dustin or the boxcars or C.B.: the hopper barely interested him, and the Rockies had cheered him on in the past – they had even been rooting for him earlier when the diesel had broken up the scene with the electric freak; C.B. himself was a friend of the champion, even though most people thought he was too much of a goody two-shoes to be seen with the diesel. Greaseball would not tell his gang to hurt the trucks. He was there for the steamers.

It's only what those two deserve, the brick truck told himself. Poppa was always saying that oil was of the infernal engine, and Rusty picked up on his attitude with that stupid "Nobody can do it like a steam train" talk. Of course, the diesel engines would be offended. Did the steamers honestly think that they could insult a whole branch of locomotives without getting somebody upset? Poppa McCoy and Rusty were only getting what they had coming to them.

Dustin suddenly yelped, and a chorus of snickers followed it. Flat-Top winced, but still he could not look up. It felt as if gravity itself was deliberately pulling harder on his eyes. Any moment one of the engines would look over at him and see that he was not pumping the air with his fist or laughing along with them when they passed close enough to give C.B. a smack. Any moment they would see that he was not rooting for them, and they would start doing the exact same thing to him. Still, he could not bring himself to raise his eyes.

Do something, the voice inside him said again, but he remained still.


"I guess if you're going to race, you're gonna take your new mommy as well," the tanned man said softly. "What happened to Pearl?" Rusty felt his jaw tighten, but he did not answer. Greaseball's grip became firmer, his fingers digging into the rusted shoulder. "Answer the question."

Rusty glared, but the diesel's thumb suddenly brushed across the switcher's pressure point. Greaseball pushed down, and the pipes within the steam engine protested as Rusty resisted a cry of pain. "I won't tell you again," Greaseball warned and suddenly released him.

Rusty staggered but somehow kept his footing. Greaseball's hand captured his shoulder once more, and the mainliner's grip tightened as before. Rusty looked away. "You were in the race," he finally muttered.

The half-answer did not seem to offend Greaseball; rather, he actually smiled. "That's right. I was," Greaseball said as if he were remembering a pleasant picnic. "Your little pink friend decided to play with someone else, didn't she? I always knew observation cars were smart, and Pearly ain't different. You don't think you'll make her jealous with the freezer, do you?" Rusty refused to look at him. His fists began shaking, and he tried to stop them, though it was difficult. Greaseball rapped a knuckle on the switcher's forehead. "Use your head, boy. Pearl ain't gonna look at you unless you win, which you ain't gonna do. Of course, the spark-plug's ain't gonna win either, so Pearl's gonna lose interest in him. She'll just go back to her place in my fan club while you go back to hitching and switching at everyone's call for the rest of your life."

With that he suddenly shoved Rusty forward. The steamer, arms flailing, managed to stop himself from colliding with the freight trucks, but now he had the attention of the other diesels, who, distracted from their sport, left off accosting the small group and turned their attention to the switcher.

Rusty braced himself as the diesels started moving about him, coming uncomfortably close. "Don't stop, Rusty!" they said, looking more shark-like by the second as they passed in and out of his line of sight.

"Let's see what you got!" Gook said, shoving him as he passed, and Tank followed suit, but Rusty remained still. He knew that they wanted a reaction from him, and any response would encourage them to continue.

However, even as they circled him like buzzards waiting for their prey's last breath, Rusty felt the water inside his boiler bubble. His fists clenched, and an image flashed across his mind of himself flying at each of them and knocking them all senseless. However, the rest of his mind instantly reminded him of the physical limitations of his corroded body, so he was forced to stand there, doing his best to avoid the oncoming blows, all the while feeling the steam pressure build up inside him.

"Clear my track!" a voice suddenly rang out. The locomotives immediately left off their assault. Everyone, including Rusty, looked up to see a blue-and-red engine steer into the illuminated vicinity, his chest flashing with red light as he pulled five cars with him.

Out of the corner of his eye, Rusty caught a streak of movement, and he saw that Volta had suddenly risen. Even with the bottled emotions building up within him, Rusty saw fear cross her white face, and the freezer backed up against the Rockies.

The last four cars of the incoming train broke off respectfully as Electra haughtily made his way into the crowd of metal figures, but a pink-and-white car continued to hold on. She did not seem to notice anyone else around her - or even that anything else existed besides the electric engine.

Rusty felt his stomach drop. The steamer looked at the observation car, who was obliged to release the AC engine as he made a sharp turn. Even with the unceremonious disconnection, Pearl seemed to be radiating pure energy as she wobbled to keep balance, panting slightly. Rusty glanced again at Volta. The freezer had somehow squeezed herself between Rocky Two and his younger brother, and her eyes were trained on the flashing AC engine. Her mouth was set, but Rusty spotted her hands clutching Rocky Two's couplers, and the steamer suddenly noticed that a low hum was coming from the freezer's previously silent cooling system.

"What's all this rubbish?" Electra demanded with a sneering glance at Poppa. "I thought this was a high-tech race course, not a scrap yard." With an air resembling a stereotypical art critic turning his nose up at a poor piece, Electra turned away from the group and said, "This rusty junk must go! Clear my track!" Electra barked out a taunting laugh.

Rusty cringed and shot a glance at Pearl. To his surprise the observation car did not look offended, or even shocked, at the blatant insults: on the contrary, she did not even seem to notice. Her usually observant eyes were fixed solely on Electra like a moth fascinated by a flame.

"Oh, I don't know," Greaseball suddenly said, shooting a sly glance at the electric. "Even though he's old, Poppa's taken good care of his frame, and I don't think he gots rust - unlike some engines out there. Explains why your freezer's so fascinated with him."

Electra immediately twitched - a jerk that moved his whole arm. "Like I said," he answered, facing Greaseball, "this rusty junk must go. Clear my track."

Greaseball folded his arms, but, surprisingly, he seemed entertained. Suddenly, the muscular locomotive turned, stepping off the track, and rolled over to his friends. "Boy," he said to them, loud enough for everyone to hear. "Electrics are so testy when their coaches make disconnections."

Electra straightened his shoulders and, glowering, opened his mouth to speak, but almost immediately a sweet little voice sang out, "Clear my track!"

Rusty whirled around. A warning signal appeared in his mind and immediately switched to red alert as the observation car zipped past the collapsed Poppa without a glance. Electra sent her a smile as she rolled up to him, and she took his arm, rather possessively. "I'm with the megastar, and he's going places."

"Like the Milwaukee Road," Greaseball snickered.

Electra's brown eyes hardened once more, but Pearl gazed up at his contorted face longingly. "This is my train now."

Rusty froze. She did not just say...

"That's real cute, Pearl girl," Greaseball replied, unaffected. "I'm sure you'll like the limited track and all. Electrics lose more and more lines each year, so the cramped conditions will be perfect for a long-haul coach."

"Even if it's just a siding, I'll stick with him," Pearl said, not taking her blue eyes off the electric. A dainty hand came up and traced the side of the illuminated box on Electra's chest. "He's the best of the best."

Electra smiled, pleased. Greaseball shot a smirk at Rusty, but the steamer barely noticed the silent taunt. The warning signal in his head was now accompanied by a high-tech prison siren system wailing at full volume. This was more than something being squirrely - this was a complete overhaul of reality. Pearl was the coach that had told him she had "to be certain" when he had first asked her to race with him. She was the coach who had only agreed to his request after he had made it clear that it would be a "just friends" date. Sure, he had seen her swoon over Greaseball plenty of times, but she had not leaped into the diesel's arms only an hour after she had met him. She did not make snap decision like this, especially when it came to romantic relationships. Pearl had told him in confidence once that she was afraid of ending up in a bad marriage - "like the coaches on Buffy's soaps." She was terrified at the thought that she might fall for a guy who seemed great but "could turn out wrong." Pearl was not like this.

Greaseball, meanwhile, folded his arms as he looked at the fawning observation car and her engine, but he continued to grin. "Well, you'll come to your senses eventually."

Pearl did not seem to hear. "This could be my dream," she said, as if to herself. "Clear my track!"


Pearl turned, as did Electra, and all eyes were suddenly on Rusty, who stood straight, feeling pure fury streak through his frame. A strange sensation etched the back of his throat, residual from the shout that had exploded from his mouth, but Rusty did not care. "I'll take Poppa's place!"

"Good for you," Greaseball drawled.

Rusty turned towards him, and he suddenly felt an urge to remove that smug sneer from the tan face. He had hated that arrogant grin before, but now he absolutely despised it. Still, even in his rage, he knew that brute force would be futile against the muscle-endowed tyrant. There was only one thing that would make that conceited snake stop smiling, one thing that would make him swallow his own medicine and bring him to shame without mercy. "I'm going to race you, Greaseball!" he declared, stressing the engine's name.

Greaseball instantly burst out laughing, followed by the other diesels, but Rusty did not care. Greaseball was only part of the problem. His gaze flicked over to Electra, who still had Pearl on his arm. "And I'm going to race you, Electra!" The four components snickered, and Electra sneered. Pearl barely looked at the switcher; her blue eyes remained on the electric, and that only increased the corroded engine's anger. "I'm gonna show you just what steam can do."

There was not even a second of silence. All the engines, save for Poppa, broke into guffaws along with their respective supporters, but Rusty ignored them. He rolled beside Poppa amidst the laughter, and the old steamer looked at him with pride twinkling inside his dark eyes.

"Rusted-Wheels thinks he can keep up with the rolling stock!" Tank snorted.

"Rolling stock? He'll be a laughing stock!" someone else said, but it was hard to tell who. The diesels seemed tickled by it and suddenly took it up as a chant. "Rolling stock? He'll be a laughing stock! Rolling stock? He'll be a laughing stock!"

"He hasn't got a chance," another voice said, noticeably female and seeming to come from Electra's cars. However, Rusty tuned the noise out, staring straight ahead with as much dignity as he could muster as the rolling stock began moving again, this time to depart.

Rusty sensed the Rockies encircling him protectively, but Poppa suddenly said, "You boys go get my things and bring them to the coal bunker. I want to look Rusty over again before he enters the big one." Rusty turned and saw that Poppa had managed to get on his feet again. The old steamer was breathing normally once more, though he still looked wearied.

"And we'll get C.B.'s stuff, too," Rocky promised.

"Maybe you should come with us, Poppa," C.B. suggested, and Rusty detected a concerned note in his voice.

"No, no," Poppa shook his head. "I'll just be over there, son," and he gestured towards one of the branching lines which led to the sidings. The other groups had already dispersed, with Greaseball's group going in one direction, and Electra's in another. Poppa turned to Volta, who quickly released her tight hold on Rocky Two's belt and stood with an awkward dignity amidst the men. "Would you like to go with them, Miss?" the old steamer asked.

Rusty saw her eyes flicker towards the direction that Electra's train had gone, and she looked at Poppa coolly, though Rusty detected a note of uncertainty. "If it's all the same, I think I'll stay with you steamers."

"That's fine," Poppa said amiably. "I just thought I'd ask." He turned to the other trucks. "Go on then, boys."

The five men nodded, and, linking together, they skated off towards the coal bunker. Flat-Top had completely disappeared, no doubt to leave with Greaseball.

When they were gone, Poppa returned his attention to the freezer. "If you would give me a moment?"

"Certainly," she replied with a graceful nod and skated towards the branch line. However, Rusty noticed that she did not start down the darkened track but remained at the edge, waiting for her aged partner, who, meanwhile, laid a hand on Rusty's shoulder.

"That's my boy," he said, grinning. "I knew you'd believe." He held out his hand to him, curled into a friendly fist.

Rusty looked at his mentor and hesitated. "Poppa, I have to believe," he said, forcing himself to smile, and he bumped the proffered knuckles with his own.

Poppa's smile widened, and, with a last nod to the switcher, he skated over to Volta.

Rusty sighed. "I have no choice," he added under his breath, watching as Volta hitched onto Poppa. The two rolled down the line and into the semi-darkness of the track.


"When your good nights have been said, and you are lying in bed with the covers pulled up tight…" Rusty remembered Poppa used to sing that little ditty to him when the corroded steamer was still young enough to receive a lullaby. "…and though you count every sheep, you get the feeling that sleep is going to stay away tonight…." Poppa would always pause then, and Rusty would feel a strange energy flow through him as if something wonderful and thrilling was going to happen. "That's when you hear it coming," the old steamer then would say in a tone that would make the younger both awestruck and excited. "That's when you hear the humming of the - "

Rusty shook his head, pushing back the memory as best as he could. What did it matter? Even if the Starlight was real, would the celestial engine really care about racing? Poppa was sure that winning this race would mean that steam would have a revival, but if the Starlight Express really cared, why now? Why had it not been sooner? Why had he let the steam trains suffer in the first place? Even if Rusty did win, was the Starlight going to make every railroad switch to steam?

But... Rusty was not just racing to win now. Pearl was more important, and he knew that something had happened to her. He had seen her on Greaseball's train before, grinning prettily whenever she was acknowledged by the muscular locomotive, but he had seen her unhitch from the diesel whenever they had passed by a freight truck who stumbled or dropped their wares or needed any other sort of assistance. She would not have gone past an old engine struggling to breathe without at least asking him if he were alright - no matter how much she liked the locomotive she was with.

No, this was Electra's doing - somehow it was, though Rusty did not how it was possible. He had a suspicion that, whatever the reason was, it had something to do with that display earlier when the other rolling stock had closed in around him like star-struck groupies soon after he had arrived.

Though now, in hindsight, Rusty began to wonder if racing was the solution. At the time it had seemed natural to believe that beating Electra would mean Pearl would come back to him, but now that he had time to think clearly, it was unlikely that a racing victory would draw her away from him - not if he really had some weird influence on her.

"What influence?" Rusty berated himself. Electra was just an engine, same as him. He was not some ghost or wizard: he was just a living, breathing AC engine, same as any that could be found in the eastern States.

Still, he could not forget the way Volta looked when Electra rolled in. The black-haired woman may have exposed Electra's lie by proving that she did not have a headache, but what sort of engine was it that made a proud freezer cower between two muscular boxcars like a child? Pearl was up in the clouds over the electric, but Volta had been utterly terrified.

Rusty looked up at the sky somberly. "If you're there, a little help would be welcomed right about now."

The stars merely remained silent.

The steamer sighed. What was the point? Yes, he had believed in the Starlight once, back when he was a lonely little engine who missed his manufacturer. Poppa had come along in his trademark amiability and had taken the younger engine under his wing, not seeming to care that his new charge was a lowly switch engine or that he was already starting to corrode from neglect. In no time at all, Poppa was sharing his faith in the locomotive that traveled the stars.

"No one would be here if it weren't for him," Poppa would say. "He gives the inspiration to the manufacturers, you know, and they create the engines that they imagine, not realizing it was him who gave them the idea. That's why you're special, Rusty. You come directly from the mind of the Starlight Express himself."

Rusty sighed. It had sounded so wonderful, and he had been fascinated. "You can be a part of his train," Poppa had told him. "Even though your feet are still on earth, your soul can be coupled to his train. Then when you die, you'll go to be with him, rolling among the stars forever."

"But does he need another engine?" Rusty had asked - with a shy hope, he remembered.

"Oh, his train has plenty of engines - and coaches and freight trucks and repair trucks from all sorts of countries. It's a long train, but that's okay. He never thinks it's too big, and he's always wanting to add to it."

Rusty remembered that later that night he had asked the Starlight to let him be on his train. The young engine had stared up at the spot of starry sky that the engine shed's window allowed him, on his knees beside his engine bed. "Starlight Express, please answer me yes," his childish prayer had gone. "I don't want you to go."

He had had such hopes back then - hope that he would ride through the stars someday, hope that his rust would go away, hope that he would get to leave the yard eventually as a true mainliner. "Want you to take me away, but bring me back before daylight," he would again and again request, "and in the time between take me to everywhere - but don't abandon me there," he would add quickly with puerile fear. "Just want to say I've been. I believe in you completely."

Rusty shook his head at the memory. "Though I may be dreaming sweetly," he said aloud. Yes, he had believed alright. It had been wonderful to believe. He suddenly had had a friend who would never leave him, someone he could talk to about anything and who promised to do the impossible. In the midst of his misery, he had had actual hope.

"What happened?" Rusty asked, heaving another sigh. "If you are there..." He looked up again. "Starlight Express, why must I guess? Are you real?" he asked helplessly. "Yes or no? If you are..." His mind flicked again to Pearl - devoted to an electric who put terror on his own coach's face - and an overwhelming desperation swept over him. "If you are there, I need you - more than I've ever needed you before. Show me what to do," he pleaded. "Show me which way I should go."

He hung his head. "She – I – Pearl… is important to me, Starlight. Please, help me." Rusty grimaced. Would the Starlight even care about that? What did earthly matters mean to a divine locomotive? "She's innocent in all this," he pleaded. "She's a wonderful girl, Starlight. She's kind and sweet and helpful and… I need to save her."

He raised his head. Poppa always said that the Starlight was loving as well as just. Surely, the Starlight would understand what was happening, and he would know that Pearl was guiltless in all this. He would make something happen… wouldn't he?

A thought suddenly entered Rusty's mind, one that made his insides tighten. "Are you even going to answer me?" he asked hoarsely. He stared at the soft lights above him searchingly. He remembered, once, that Poppa had told him that the Midnight Train was so just that he refused even to hear the words spoken to him by wicked rolling stock. Would the Starlight bother with someone who had doubted him for so long? Would he listen to someone who had, at times, resented the very mention of the divine locomotive?

"Don't take it out on her, Starlight," he begged, feeling an odd sensation in his throat. "She – She doesn't have to love me," he whispered. "She doesn't even have to like me. She can... she can be with someone else, but if Electra has done something to her, help me get her away from him."

He paused a moment but then sighed. Did he really expect the Starlight to answer him audibly? A corroded switch engine was hardly special enough to hear some deep voice from above or see lightning or fire rain down from heaven, but... still, he had hoped for something to let him know what to do.

"Starlight Express, are you near?" he asked. Did the invisible engine even care? "Starlight Express, answer me yes," he pleaded. "I need you to be here."

The stars remained silent.