Winter had come to the Island of Sodor, as thick white snow covered the ground. This caused delays for everyone, including the Diesel Military and the rebels scattered across the Island. Delays were affecting the roads, the railway and other aspects of life and with the military forces of the Empire taking priority, very few solutions appeared. However, the rebels faired a lot better in these conditions, since they required less resources to operate compared to the military might of the Diesel Empire.

In recent months, the Empire had been cracking down on the various rebellions that had appeared. Arresting anyone who was believed to be a rebel or rebel synthesiser, raids had become more common in searching for rebels or anyone in possession of illegal weapons. For the Steam Engines of Tidmouth, this proved to be a big worry, since they had successfully robbed an engine full of weapons, they needed a secure place for their stash.

Fortunately, Henry had been working in the yard at Tidmouth, when he had discovered an old goods van, abandoned in the far corner of the yard. Because of its seclusion and relatively good condition, the team decided to use it to store their equipment and use as a hideout.

Inside the van, were several crates stacked against the side with a few opened ones scattered across the floor. The only light inside came from a small lantern on top of a crate, where a large map of Tidmouth lay and was surround by the Steam Engines. They were planning another attack against the Diesels. This time they were going after a fuel depot near the outskirts of town, their plan was to sneak in, plant some radio controlled bombs they had stolen from the Diesels, sneak out and watch the fireworks.

"So, does everyone know what to do?" asked Edward, everyone nodded. There was an uneasy feeling in the atmosphere, since the Steam Engines had been becoming more and more defiant in their attacks, the Diesels had started sending more and more troops into the town, making it difficult to operate.

"Are you sure that the Fat Controller was thinking straight when he said we should do this," asked James, "It's fucked up if you ask me."

"The Diesels require fuel to help keep them moving," replied Thomas, "Without it, they're going to struggle, especially in this weather."

"What is the Fat Controller doing, anyway?" asked Gordon.

"He's researching into other Rebels on the Island," replied Edward "Hopes to find us some allies."

"Yeah, well he isn't the one out getting his ass shot at," fumed Henry.

"Look, he has to keep his work with us secret," defended Thomas.

"Exactly, if the Empire found out, they would kill him and control the railway," Percy pointed out; the others all had looks of regret on their faces.

"Now then," said Edward, "Back to the task at hand, since the Diesels upped their presence in town with large numbers of troops and vehicles, to lose a large amount of fuel will greatly weaken their forces."

"Yeah, but," interrupted James, "They also would of realised that, and have tight security."

"If we succeed in planting the explosives and sneak out," said Thomas, "We'll weaken their garrison, and strain their forces."

"We need every victory to count," said Edward, "Only then will the people be truly brave to revolt against Diesel 10 and his forces."

Everyone agreed with what Edward had said.

"We'll attack at midnight," said Thomas, "Until then we better rest."

Quietly, they opened the door to the van, checked to make sure it was clear, before sneaking off to resume their normal lives. Today was a day off from work and so they were planning to do just that.

Gordon and Henry were walking through the snowy streets of Tidmouth, both heading for their favourite pub, 'The Night Train'. Inside there was quite a few people, drinking alcohol and having a laugh, even in these grim times. The pair approached barman at the counter, who was cleaning some glasses.

"Alright Lads," he said as the two approached, "What would you like?"

"I'll have a pint of larger," said Gordon.

"Same here," said Henry.

The barman poured two pints of larger and handed them over, Gordon paid for the drinks and the two went to sit in a quiet corner. They sat a small table with two chairs and began to chat about anything that came to mind.

"Remember when we would all come here to drink after a hard day's work," said Henry, with a small smile.

"Yeah, coming in covered coal dust, and having a well earned pint," said Gordon grandly after taking a sip.

Meanwhile, James was running through the snow buried streets, the snow crunching under his boots as he ran home, trying to avoid slipping on any ice. When he got inside, he hung his winter coat on a hook and went into the sitting room. There he found Emily sitting on the couch, wearing a dark green long sleeved shirt, black trousers and socks, watching TV.

She smiled when she saw him, lying down on the couch; she beckoned him to come closer with her finger. James grinned and leaped into the free space beside her; he then crawled on top of her and pressed his lips against hers, while running his hands along her sides. James soon moved his lips away from hers, and moved to her neck, Emily moaned from the feeling, she moaned even louder as James put his hands underneath her shirt, and brought them up to her breasts.

"Oh James," she moaned, "We...we really shouldn't...be doing this...here, someone might see."

"I know," said James, "But you're so...arousing."

"Well, maybe later," said Emily through another moan, "I can treat you to something special."

James smiled as he continued to massage Emily. After a few minutes, James removed his hands and sat. Emily also sat up and snuggled up to James, as they both watched TV.

"I've heard there've been more attacks recently," said Emily, James was now feeling uncomfortable.

"So have I, and the Empire is making things worse," replied James, trying not to sound biased.

"It's not just the Empire," said Emily, "The rebels are to blame as well." James was surprised to hear this, especially from Emily.

"What makes you say that?" asked James.

"The Empire uses the Rebels as an excuse for them to be even more aggressive," said Emily angrily, "And the Empire was bad enough before the rebels came."

"The rebels are fighting for our freedom Emily," argued James, "The Empire got this coming to them."

"I know you hate the Empire James, I hate them as well," said Emily, "But every day, I worry about you, what if you were walking down a street and the Rebels attack, you could get killed in the cross fire."

Tears began to flow down her cheeks; James wrapped his arms around her.

"Don't worry," he reassured her, "No rebel is going to kill me."

Outside, Thomas and Percy were shovelling snow off the footpath of a person's house. Though it was their day off, they still needed to pay for rent and food and that required them finding work where ever possible. It was their seventh house today they had cleared snow away, and after receiving their pay, moved on.

"It's unfair isn't it," moaned Percy.

"What is?" asked Thomas who was confused.

"Well, we're fighting for freedom but are forced to work in the snow on our day off," grumbled Percy, as he shifted more snow.

"Would you rather like it if the Empire knew and we had to constantly run?" countered Thomas, Percy was quiet after that.

Meanwhile, Edward was returning to the van, with a large rucksack on his back. When he was sure he was alone, he opened the side door to the van and clambered inside. He took off his back pack and stashed away what he had, some food, medicine and first aid supplies, some sleeping bags and a tent.

Edward had always been worried about being discovered by the Empire, so had been planning for such an event by gathering supplies. If the Empire discovered the identity of one member, they could at least be supplied before heading out to escape.

Meanwhile, out in the open sea north of the Island of Sodor, was a lone Destroyer-Elite class warship of the Diesels Imperial Navy, patrolling the waters for pirates, and unlicensed ships. Approaching the ship was a black transport helicopter. It hovered above the landing pad at the back of the ship, before gently lowering on to the platform.

The side door of the helicopter opened, and out stepped a woman with blonde hair tied up, wearing of a black officer's uniform, that consisted of a black coat, black skirt, with black tights and shoes, on the sleeves of her coat, was the Golden Claw Badge, Diesel 10's personal award. It her hands she carried a grey folder. She walked across the platform towards a squad of marine's standing at the end of the pad. The groups Sergeant notice her coming and saluted, the officer saluted in return.

"Where is your Captain, Sergeant?" asked the officer.

"Ma'am, the Captain is on the bridge," replied the Sergeant.

"Was he not informed of my arrival?" asked the officer in a stern voice.

"He was Ma'am, but he chooses to remain on the bridge, Ma'am."

The officer huffed and entered the warship, heading for the bridge. She walked along narrow metal corridors and up metal staircases. Finally, at the end of the last corridor, was with the word Bridge above it. The officer walked down the corridor and opened the door to the bridge.

Inside the bridge was a large front window, with computers, radar, and other pieces of equipment. Five crewmen were on the bridge, all looking at computers and other pieces of equipment, another two were standing by the ships helm, one was controlling the helm, while the other was instructing him.

The Instructor wore a red officer's uniform with yellow trim, a red cap with yellow trim and black peck; he had short black hair and black boots. Attached to his belt, was an historic officer's sword, and on his sleeves was the Golden Claw. He was so busy instructing the man at the helm, he didn't notice the other officer enter the bridge.

"ARRGH! Good work matey, now turn her gently port side," he boomed, the helmsman did as he was commanded.

"Captain Salty," yelled the female officer. Salty spun round to see the Officer; he gave her a toothy grin, and received a stern glare in return.

"Ahoy, Colonel Mavis," greeted Salty, "What do I owe this pleasure?"

"I am here to inspect your ship and crew," informed Mavis.

"Then lets us take this to my quarters for further discussion, in private," suggested Salty.

Mavis nodded her head in agreement, and Salty lead her to his quarters. Inside was a single bed with a desk and two chairs next to it. Both of them sat down and removed their caps, Mavis placed the folder on the desk.

"Feels like being back at the Academy, doesn't Matey?" said Salty, remembering.

Mavis just ignored him and those memories that came with it.

"Come on you must remember?" urged Salty, "ARRGH, we sure had some fun times together, didn't we?"

"That was before we were we graduated," replied an annoyed Mavis, "I admit I did enjoy our 'nights' together, but we have a professional working relationship. Now, this report..."

"Very well, Matey," said Salty, "The Spirit of the Sea has been operating at 200% efficiency, though that's not a surprise for the finest ship in the Navy, like her sisters that were never made." Salty's voice was filled with sadness at the last part.

"And what of your crew?" asked Mavis.

"ARRGH, what can I say about me crew?" said a proud Salty, "They're the finest in their line of work, all of them handpicked by me. No one comes to work on my ship if they're not good and experienced at their job."

"Well, that's the personal statement you've made," said Mavis, "Now let's see if that's true."

Both of them got up from their seats and exited Salty's quarters. However, before they could set off to inspect the ship. One of the crewmen was running down the corridor.

"Sir! SIR!" he yelled at the top of his voice, before stopping in front of the Captain, "There's an unidentified ship off the starboard bow."

The three of them ran to the bridge, Salty pulled out a telescope from his jacket. Looking down the telescope, Salty saw what appeared to be a cargo ship, loaded with stacks of containers cutting across their path. The ship was grey in colour and was similar in shape to a Diesel Navy transport ship.

"It's a cargo ship from our navy," said Salty, annoyed that this crew would be so foolish, especially during an inspection.

"But Captain," said his first mate, "There no shipping lanes in this area."

Salty was now concerned about this mysterious ship, he returned the telescope to his eye, and looked at the ship again. On the ship's bow, he caught sight of writing, The Cursed Treasure, a ship he had seen before. That ship had once been part of an Imperial Fleet; it had been raided and stolen by pirates.

"BATTELSTATION'S!" commanded Salty, everyone on the bridge immediately got to their post on the bridge as an alarm sounded. Suddenly, there was the loud roar of running footsteps banging against the metal floor as all of the crewmen scattered to their positions.

"Helmsman, head straight for the ship, full power," commanded Salty. The helmsman complied and moved the ship to the starboard side, before applying full power to the ships speed.

The enormous ship had within moments picked up speed, was now charging directly at the stolen cargo ship. Large waves splashed against the side of the ship as it closed in on the target. Outside on the ship's deck, the crew were manning the gun turrets as the marine's maintained position along the edge of the deck.

On the bridge of The Cursed Treasure, the crew were watching the equipment and carefully guiding the ship. They were smugglers who had stolen a Cargo ship a long time ago, and had been using it to smuggle in well needed supplies such as food, medicine and other needed goods, for people suffering under the cruelty of the Diesel Empire.

The Captain of the ship was a veteran sailor, having served as a coastguard and after witnessing the cruelty of the Empire, had chosen to become a smuggler to aid people suffering under their regime. Captain had blonde hair, a yellow jacket and blue trousers from his days as a lifeguard, with yellow boots.

It was rather quite on the bridge; they had just stolen more supplies from the Diesels and now were transporting them to the Island of Sodor. Unlike previous raids, this time they had stolen a large shipment of weapons and munitions, along with their normal loot, hoping to trade some of the weapons away to possible rebels on Sodor, or use them for more raids. One of the crewmen was sitting in front of the radar, when it suddenly started beeping; the crewman looked at it to see what it had detected.

"Captain!" yelled the Crewman, "We've got an incoming ship on our port side."

Captain walked over to the port outside door of the bridge. Opening it, he looked out across the waves to see a large battle ship, charging its way through the water. Its speed was incredible, as it moved across the waves without hindrance. Captain knew what to it was doing, it was going to attack.

"EVERYONE, GRAB A WEAPON AND PREPARE FOR BATTLE!" ordered Captain, his crew scattered to arm themselves and repel their attackers.

On the Spirit of the Sea, Salty was waiting; he had put on body armour over his uniform, with his jacket over his armour. On his belt were a sword in its holster on his left side, and a pistol in its holster on his right. His ship was now charging directly at the cargo ship and everyone was in position. Mavis approached him, full of questions about his strategy.

"What are you doing?" she yelled, "Just sink that ship with your cannons."

"Arrgh, and waste good ammo," complained Salty. Soon, they could see several bright lights from the cargo ship. Suddenly, explosions and water flashed in front of the ship, causing it to shake. Salty pulled out his telescope and looked at the cargo ship.

On the ship's deck, he could see men and women running across the deck, most of them were armed with some sort of weapon, and others were holding rocket launchers, preparing for a second wave.

"Heavy weapons," cursed Salty.

"Have your cannons fire on the ship Captain," ordered Mavis, "Sink it before the crew can do more damage."

"No," said Salty firmly, and he activated the ships speaker system. "All crew, prepare for boarding process."

"What are you planning, Salty?" yelled Mavis, angered that Salty would consider such an act.

Salty, however, didn't reply, instead he turned around and left the Bridge.

On the bridge of The Cursed Treasure, Captain watched as his crew readied to fire again, their rocket launchers had done very little damage to the ship. And now it was closer, some of the men had opened fire on the soldiers on the battleships deck, who were also firing on his crew.

As the ship drew closer and closer, Captain realised what it was going to do. Quickly, he grabbed onto the radar and braced himself for impact. Suddenly, there was a loud bang as the battle ship rammed into the cargo ship. Captain looked out to see that the bow of the ship had ripped into the deck of the cargo ship. All he could do was watch as his crew fought and died as the Diesel Marines boarded the ship and slaughtered the crew.

Salty was now running across the deck of his ship, his troops were boarding the enemy ship and he was going to join them in this assault. He jumped from the bow of his ship and landed on the deck of the cargo ship. All around him, he could see both groups fighting it out on deck, with the Diesels armed with well maintained modern rifles, while the pirates used guns both modern and old, along with clubs, fire axes and knifes.

Salty watched as a pirate ran across the tops of several containers, with a fire axe in hand. He leaped off the container and landed on top of a marine, slamming the axe into him as he fell, screaming from the pain.

The pirate removed his axe and caught sight of Salty, with axe in hand, he charged at the Diesel Captain. Salty drew his pistol and fired at the pirate. The man dropped to the floor dead. Salty ignored the body and charged in the direction of the bridge, fighting his way through the countless numbers of villains to reach the bridge, with four troops guarding his back.

Salty and his troops fought their way to the bridge, despite only losing one man, their enemy was being slaughtered. They fought on the stair case, until they reached the corridor that lead to the bridge, guarded by rebel pirates.

The guards were swiftly dealt with by the well trained Imperial troops, all that stood between them and the bridge now, was a single steel door. Salty ordered one of the troops to open the door, when he did, a barrage of bullet fire struck down the trooper as the door fell open.

As the crew reloaded their weapons, the group charged into the bridge, guns blazing. Within moments, the entire crew on the bridge was defeated. Salty and his remaining troops stood proudly, at the fact they had removed more enemies of the glorious Diesel Empire.

Suddenly, there was a loud gunshot and one of the troopers fell to the floor. Salty spun round to see the other trooper get stabbed through the chest by an officer's sword. The wielder removed the sword and struck at Salty, who blocked it with his sword.

"Get off my Ship," growled Captain, as he brought his sword back for another swing.

"You stole this ship, pirate," roared Salty, as he blocked the swing

"PIRATE!" roared Captain angrily, "I'm no pirate, I come from a line of good honest sailors. You Diesels are the pirates."

"How dare you?" yelled Salty, offended, "My family have always been true great sailors."

The two men exchanged strikes with their swords, despite the equal level of skill, Salty was holding out. Captain thrust his sword at him, only for it to be countered. Seeing his chance, Salty punched Captain the side and knocked him to the floor, sending his sword flying to the other side of the room.

"Your kind terrorise the sea, destabilising the navy," shouted Salty, pointing his sword at his throat. Captain refused to be threatened.

"Do you think you do any good by what you do?" asked Captain, "You blockaded Islands, leaving the inhabitants to starve and die just to show you had power."

Salty twitched slightly, he had heard stories of such actions, but believed then to be lies.

"And you take the sea away from the world; restrict its use to your own purposes. The sea belongs to everyone," argued Captain.

Salty was at a loss for words, had he been supporting an evil that had been using his beloved sea for evil? Before he could even think, a squad of troops burst into the bridge.

"Sir, all hostiles have been dealt with, we have been able to capture some prisoners, what should we do with them?" asked a Trooper.

"Take them aboard and place them in the cells," commanded Salty, still fighting the shocking revelation.

It was nearly midnight in Tidmouth, and the Steam Engines were hiding in Edwards Land Rover in a quite road. Down the road was a large area surrounded by a large stone wall with a large metal gate, the tops of large fuel containers could be seen behind the wall and large search towers with searchlights could be seen along the wall.

"So Edward," said James with false enthusiasm, "How are we supposed to get in there?"

"Simple," said Edward, "I've checked out the perimeter of the depot, and have spotted a small gap in their security. The searchlights don't fully cover the wall, so if we can climb other the wall there, we sneak in and plant our explosives, then sneak out and watch the fireworks."

The rebels left the land rover and snuck towards the wall, being careful not to make too much noise. When they reached the blind spot in the security, everyone hide within the shadows of the alleyways, waiting for the searchlight to clear away. When they did, they quietly dashed to the wall and stood against it.

"Everyone, keep the silencers on your weapons," said Edward, "Gordon, give Henry a leg, to help the rest of us get over."

Gordon kneeled against the wall and held out his hands on his lap. Henry put his foot in Gordon's hands and grabbed the top of the wall as Gordon pushed him up. Henry pulled his legs over the wall and rested on his stomach, with his left arm behind the wall and his right reaching down to help pull Percy up who Gordon was pushing up.

When Percy was up, Gordon pushed Thomas up, with Percy and Henry pulling him up. When Thomas was up, Percy dropped down, allowing Thomas to move over and help pull Edward up. James came after Edward, who dropped down and allowed James to get ready to help Gordon.

Gordon ran at the wall, before jumping up with his arms out. Henry and James both grabbed his hands and pulled him up the wall. When Gordon was on the wall, James and Henry both dropped, soon followed by Gordon. With everyone over the wall, everyone ducked to cover behind some barrels.

Inside the depot they could see a countless number of fuel barrels stacked into organised piles. A row of ten fuel trucks could be seen across the yard, large piles of snow that had been cleared away were cleared against the wall. In the centre were some incredibly tall tankers which held a large frame surrounding them, and finally, there were a few buildings dotted around the complex. The sight of troops patrolling the area was however, not unexpected.

The rebels quietly snuck off amongst the mess of parked trucks and fuel tanks, planting explosives stolen from the Diesels at the most damaging locations, being careful to avoid the troops patrolling around them. Each explosive had been set for 30 minutes, hopefully giving them enough time finish and escape before getting caught in the following explosion.

At their seventeenth zone, James was planting another bomb as the others kept watching for approaching patrols. Suddenly, a small group of three troops was walking in their direction. Panic set in as the troops came closer and closer, James was still setting the bomb.

"James, hurry up!" whispered Percy loudly.

"Hold on," replied James, "I need to set the timer."

The squad was getting closer and closer to the rebels, soon they sound be close enough to see them and sound the alarm. Eventually, Percy, Thomas and Gordon hid behind some barrels and boxes.

"James leave it, we need to move," said Edward, pulling James away with Henry.

Everyone was hidden as the troops walked past their hiding spot, however, instead of marching on; the group chose to stay right next to the bomb. The group quietly cursed at the troops, but there was nothing they can do, if they attacked that risked hitting the bomb and killing themselves. So quietly, they crawled along the floor behind the mess of boxes and barrels, being careful not to make too much noise. James however, was worried, he had been in a rush to set the bomb and didn't get to fully work on the timer, and he could only hope that the timer hadn't been activated.

After crawling along the cold floor, the rebels slowly stood up behind a small brick hut. Just around the corner was their final target area, a large line of tankers loaded with fuel ready to ship out across the island. Edward watched the guards walk away to continue their patrols, before the group snuck up to plant the bomb.

Just as James was finishing on the bomb, there as a loud roar followed by a flash of bright orange light. Everyone stopped to see the explosion destroyed a large fuel tower, sending large pieces of broken metal everywhere. Unfortunately, the group had been watching the sight for too long before they were spotted.

"INTRUDERS!" roared a soldier, right before Gordon shot him with his machine gun.

Everyone ran back to the small hut as the Diesels fired on the group. As soon as everyone was inside, Thomas and Percy moved several boxes in front of the door to stop any Diesels from entering, while everyone else ran to the windows to return fire.

Outside, large numbers of Imperial Troops charged across the yard through the flames of burning scrap and debris. Many fell to the ground as the Steam Engines fired on them due to the little cover them had. Suddenly, more explosions went off around the base, destroying more structures and scattering more rumble and flames across the area, killing more troops. As the situation became more and more difficult for the troops, the remaining men abandoned their assault and retreated to the gate where more reinforcements had arrived.

For the Steam Engines, things got worse; they were now trapped inside the small hut as the entire depot collapsed around them. More explosions from the burning fuel barrels caused flames to spread everywhere.

"We need to get out of here!" yelled Thomas.

"How?" asked James in reply.

"We're gonna have to run!" yelled Gordon, as he began moving away the boxes. When it was clear, Henry kicked down the door. The heat from the flames was unbearable and the smoke made breathing difficult, more explosions went off, sending on of the towers falling and crashing into the wall.

"That's our way out," yelled Edward. Everyone covered their mouths with their hands and charged through the burning base. The tower had left a large enough hole from them to get through without being burnt. The team ran through the hole before dropping to the floor in the middle of the road. Everyone was coughing and gasping for fresh air, they're clothes were dirty and they're faces were covered with smoke and dust.

"Come on guys," wheezed Thomas, as he stood up through a fit of coughs, "We need to move, before the Diesels find us."

Everyone stood to their feet before running off as fast as they could. When they reached Edwards Land Rover, everyone scrambled in and Edward drove out, all looking forward to a wash down and a rest.

There chapter 3, read and review and tell me if you have any ideas for me. Plus to answer GomanTow38's question, there will be no slash, sorry.

Also, if there are any characters you want to see let me know, they can be from the TV series or Railway series. And I'm thinking of giving Thomas a love interest in the next chapter, so let me know who you'd like to pair with Thomas, See ya!