Author's notes: This story is mine and atsf's headcanon of what caused Smudger to turn for the worst. What do I mean? Well, read on and see.

The Mistress And The Apprentice

(Crovens Gate, 1990)

William: Oh my goodness. You mean you never got him back?

Duke: (Sighs) No William. As far as I'm aware, Bertram is still stuck down there.

Rachel: If Bertram wasn't found, who took over as number 2, then?

Duke: Well Rachel, it was an engine built up in America. His name was Smudger. He was very willing to work… but, me and Pioneer didn't take too kindly to him. Mistress on the other buffer, actually took him under her 'wing', and Shire Horse became Smudger's closest friend.

William: What happened to them then?

Duke: (Sighs) Well, I had still not reached my full maturity state when this happened, and this lead to my sister having a nasty accident.

(Mid Sodor, 1888)

Narrator: Not even a year had passed since the loss of Bertram and the work load started to increase. Bertram's loss was felt deeply by the other engines and the ponies. Despite the way he portrayed himself for being lazy, they finally understood why he was reluctant to working the mines. Duke and Pioneer missed him, but for quite a different reason.

(At Alresburgh sheds)

Pioneer: Hmph! That stupid Bertram! Fancy him get stuck in mine! Now we're being rushed off our wheels! What an idiot being scared of stupid little mineshaft!

Duke: I know, and now thanks to that klutz, we have to do his work as well as our own.

Sky Dasher: Hey! Leave the poor engine alone. He didn't mean to do that and you both know it.

Mistress: Sky Dasher's right you two! Everyone has a phobia and at least he tried to conquer his phobia! No thanks to your jives and teasing. Need I remind you about your incident with the trucks on your 1st run ever, Duke?

Narrator: Duke seethed in silence, but Pioneer wasn't going down that easily.

Pioneer: He's just seems like a weak and feeble engine in my mind. We engines have to be fearless to run a railway! Not a coward like that Bertram.

Sunny: You outta be ashamed of yourself, picking on a lost friend of yours for being scared of something!

Shire Horse: She's right. You were Bertram's friend and all you did was bully him because he was scared.

Pioneer: And who cares about him? If he wasn't such a coward, he wouldn't caused that accident and caused us such a grievance on this dead end railway line.

Narrator: Shire Horse let off steam crossly!

Mistress: Don't pay any attention to those rude engines Shire Horse. They don't understand the meaning of respect!

Twilight Dusk: Why, they wouldn't know respect if it came and bit them in the back of their tenders

Narrator: Duke and Pioneer glared at the ponies and the two engines.

Pioneer/Duke: Just remember who you're talking to, little miss Pony.

Zap Apple: Oh put an apple in it you two! Mr. James Holden and Miss Marie Ravens have told us that the manager is buying a new engine from some place called the United States of America. We don't want the new engine listening to your rude attitudes.

Narrator: When Pioneer's driver arrived, Sky Dasher still scowling at the green Small England tender engines, climbed aboard and Pioneer steamed crossly to collect his trucks.

Pioneer: Oh great! Now I've heard everything. First a klutzy engine gets himself trapped in a mineshaft and now a Yankee's coming to help us.

Narrator: Soon the new engine arrived in late September 1888 and the other engines and the ponies were surprised. He looked Rather odd to be American engine. He had 4 wheels, he was painted Red and he did not look like American at all. The manager climbed down to introduce him.

Manager: Morning engines and staff, I'd like to introduce you to our new No.2 engine, Smudger.

All the engines ponies and engines: Hullo their Smudger.

Mistress: My name is Mistress, and these are my 3 brothers.

Shire Horse: Hullo Smudger. I'm Shire Horse.

Narrator: Duke and Pioneer just muttered quietly

Pioneer and Duke: (Under breath) We can introduce ourselves to this so called Yankee.

Pioneer: (Normally.) Pioneer's the name.

Duke: (Normally) And I'm Duke. Named after his grace, the Duke of Sodor. And proud of it too.

Smudger: Howdy y'all. Name's Smudger. Not really named after anything really, but ah don't mind all..

Narrator: The engines were surprised. He was an American and spoke with a strong southern drawl. Soon, the ponies came up.

Smudger: Well howdy there. I didn't see them ponies here. So, what are their names.

Mistress: Oh, I almost forgot. Smudger, these are our pony helpers. Twilight Dusk, Zap Apple, Sky Dasher, Jewel, Sunny and Party Time.

Smudger: Howdy y'all.

Party Time: HI!

Smudger: Well I'll be Uncle Sam's nephew! So y'all do talk. James Holden and Marie Ravens told me all about y'all ponies.

Zap Apple: Pleasure to meet ya Smudger. So, your really are from the U.S.A?

Smudger: Eeeyup. Ya hit the hammer right on the nail their partner.

Pioneer: But you don't even look like a yankee engine.

Mistress: SHSSH! Manners Pioneer!

Narrator: But Smudger laughed it off.

Smudger: Heheheh. Ah agree with y'all there. Ah really don't look like much of an American do Ah? But don't y'all worry. Ah can assure y'all am a yankee doodle dandy…. y'all should have seen some of the first engines. I heard about in the states all built originally in the UK and came to work on ol' Uncle Sam's soil's. Let's see. There was Stourbridge Lion, he was built in England, same as the Dewitt Clinton and of course the first british engine to be built in the states, the John bull whom worked on the old Camden and Amboy Railroad. He came to America in pieces unbuilt at all and the Yankees back home built him straight up from the ground and without blueprints or schematics.

Shire Horse: Oh wow. How incredible. And what's a Railroad?

Smudger: Heheheh. Oh a railroad is the same thing as a railway, just different wordin' there partner.

Shire Horse: Oh. I didn't know that.

Narrator: Soon after some happy gossip, Smudger asked about what he would be doing.

Mistress: Don't worry. I'll show you around so you can start work. Shire Horse here is also learning too.

Smudger: Oooh boy! That's mighty fine Mistress. Can't wait to start workin'.

Narrator: Soon, the three engines went off together. Smudger soon started with James Holden and Zap Apple, and he soon became good friends with Shire Horse, Mistress, Marie Ravens and the other ponies. Shire horse and Mistress taught him everything that he needed know. He soon learned what he had to do and he didn't mind what job it was; shunting, goods trains, mine duties, it was all the same to him. At first, the trucks tried playing tricks on Smudger, but they soon found out that playing tricks on Smudger was a mistake.

Truck 1: Hold back. Hold back.

Smudger: (Bumps them) Listen little buckeroos! In the states, trucks that play tricks on other engines, never get heard from again. Y'all won't want ta end up like them, would ya?

Truck 2: Uh, I think we should roll his way, fellas.

Truck 3: Point taken.

Narrator: Mistress and Shire Horse were very impressed.

Mistress: Well done Smudger! You're doing great

Shire Horse: Yeah. Definitely.

Zap Apple: You sure are. You've tackled those goods trains very good.

(Party Time comedy drums, then goes back into Shire Horse's cab)

James Holden: Yeah. You did a lot better than Duke did.

Narrator: And they told him about Duke's near accident.

Smudger: Whoa boy. That engine was pretty darn lucky

Sunny: Yeah. That was one scary ride. But luckily, James Holden and Marie Ravens all knew what to do.

Smudger: Thank heavens for that.

Mistress: Anyway, I bet if you keep this up, you'll be on passenger duties before you know it.

Smudger: Oh boy. I can't wait to try that out…

Twilight Dusk: That's good, but take our advice; watch out for Duke and Pioneer. They're sure to try some nonsense.

Marie Ravens: That's right. You want to watch out for them. They're tricky ones they are. Mistress and Sunny are the only ones whom can keep them in order.

Smudger: Thank you for the warning. I'll make sure to be very careful.

Narrator: Pioneer and Duke became jealous of Smudger as he became more favoured by Shire Horse, Mistress, the two drivers and all the ponies.

Duke: I can't understand it!

Pioneer: I can't understand it either!

Shire Horse: What can't you understand?

Pioneer: That Smudger!

Duke: That little tank engine. How did that Yankee manage to upstage me and Pioneer. We are much strong than he is. After all, we are tender engines!

Twilight Dusk: Oh for the love of pete! Do you really have to be so shallow, Duke.

Sky dasher: Same with you Pioneer! You and Duke are really nothing but bullies! At least Smudger's learning better than you two are.

Pioneer: Hey! I'll have you know that we can handle trains better than he could! How can some yankee runt even manage to learn so fast.

Mistress: That's because he's willing to learn, Pioneer! He's patient and willing to learn. If you two were more patient and cooperative, then maybe you would be able to learn more.

Pioneer: We haven't time for your little words, Mistress. Stop getting in the way of our fun.

Duke: Hmph now if you'll excuse us, we've got trains to pull!

Narrator: Pioneer and Duke left in a huff.

Mistress: Not again. (Sighs) Boys. Those 2 will never learn sense at this rate.

Sunny: I hope they will learn.

Shire Horse: Same here…

Narrator: One summer morning, Smudger was to double head a train of passengers along the mountain road with Mistress. Marie Ravens was going to drive Mistress with Buttercup whilst James Holden was going to drive Smudger with Zap Apple. Mistress was going to lead whilst Smudger took the train.

Mistress: Now carefully does it Smudger. Back on to the coaches slowly.

Sunny: Um, yes. Please be careful with the coaches. They don't like being bumped and they can be as timed as little baby bunnies.

Smudger: (Gulping nervously) So, I back onto them slowly. Um...

Narrator: Smudger was so keen and worried about making a good impression that he accidentally bumped the coaches.

Coach 1: Oh! Ouch!

Coach 2: That hurt.

Coach 3: Watch it!

Coach 4: Ow!

Zap Apple: Whoa there Smudger! Whoa!

Mistress: Not like that. Carefully, Smudger.

Smudger: Oh dear. Sorry, Mistress. And sorry coaches. Didn't mean to bump you like that.

Mistress: It's alright. Any new engine can make that mistake on their first day.

Narrator: Soon, Mistress backed down onto Smudger. After they were coupled up, both engines puffed to the station. Smudger had never seen so many passengers before.

Smudger: Whoa! That's a lot of passengers.

Narrator: He was surprised and excited that whistled loudly.

Mistress: Easy on there Smudger. Wait until the passengers are onboard the train before wheshing steam.

Smudger: Oh, sorry.

Mistress: It's ok. Remember, patience is the key.

Smudger: Right. Patience is the key.

Narrator: Soon the guards whistle blew and both ponies and drivers looked back and the green flag waved.

James Holden: Ready Marie?

Marie Ravens: Sure am James! Let's get going.

Narrator: And away they went. Twin columns of steam poured from their funnels into the air as they worked hard.

Smudger: Well I'll be. This is fun!

Mistress: I'm glad your enjoying it. Me and shire horse are very impressed.

Narrator: They weren't the only ones happy.

Sunny: Oh, I'm so excited Marie Ravens. He's doing absolutely well, wouldn't you say?

Marie Ravens: He sure is. He may have made one mistake or two but he's really making up for it.

Zap Apple: You know James Holden, ah think Smudger is an example to the whole railway. He's truly the bees knees.

James Holden: You got that right. He's going to do swell on this railway.

Narrator: They were going well. When they arrived at the top station, the manager spoke warmly to Smudger and Mistress

Manager: Well done both of you Sunny, Zap Apple. You, Marie Ravens and James Holden have done well today. And Smudger, even though you did bump the coaches and whistle before the passengers got on board, you did very well and I'm willing to let that slide. Well done all of you.

Zap Apple: Aw shucks sir. It was nothing

Sunny: Oh, why thank you sir.

Smudger: Oh thank you sir, but I couldn't have done it without Mistress.

Narrator: Mistress smiled broadly and she, Shire Horse and Smudger along with the two drivers, Sunny, Zap Apple and Twilight Dusk worked happily together for many months. However, come winter, things were going to change drastically. Pioneer and Duke were shunting about the yard grumbling bitterly.

Duke: Ooh. This snow is making work difficult and that yankee keeps taking our real work with that goodie goodie Mistress, Sunny and that Shire Horse and Party Time.

Pioneer: And we're stuck with Sky Dasher and Twilight Dusk shunting, doing that Yankees work here there and EVERYWHERE!

Narrator: And they bumped the trucks hard.

Trucks: Oh oh oh. You just wait. We'll pay you both out!

Twilight Dusk: Knock it off you two!

Sky Dasher: You're really pushing it!

Narrator: Later that day, the two ponies went on a lunch break and Pioneer came up with a plan. A very nasty plan.

Pioneer: I know what to do. We'll play truant tomorrow and then we'll make Smudger and Shire Horse do all the work.

Duke: Good idea. Lets do it.

Narrator: They did so next morning. Smudger and Shire Horse were sorry to see the two looking glum.

Smudger: Cheer up! It's lovely winters day.

Duke/Pioneer: We don't feel well…

Smudger: Don't worry. We'll help out if your ill.

Zap Apple: No problem

Party Time: Same here.

Shire Horse: You can count on us.

Narrator: And Smudger puffed away to collect Pioneer's trucks while Shire Horse went to collected Duke's coaches. Duke and Pioneer snickered quietly, but no one heard. Soon, Smudger collected the trucks and steamed away to the mines at Ballamoddy. Smudger whistled a friendly greetings to Mistress whom was whom just passed with a down passenger train.

Smudger: (Whistles happily) Good morning to you, Mistress.

Mistress: (Whistles happily) Good morning to you too, Smudger.

Narrator: But the trucks were cross.

Trucks: We couldn't pay Duke or Pioneer out, so we'll just play tricks on Smudger instead. One engine is as good as another.

Narrator: But neither Smudger, nor James Holden nor Zap Apple heard them. They soon arrived at the mine collected his slate and then set off back to the port. Mistress warned Smudger to be very careful due to icy tracks. The trucks knew this and waited till they got to Ulfstead Road.

Zap Apple: Alright, here are smudger ulfstead road.

James Holden: Now all we have to do is set the wagon brakes so we don''t run out of control.

Smudger: Very smart thinking partner.

Narrator: Soon James Holden put on the brakes

Smudger: Alright little buckaroos. We're stopping…. We're stopping we're… ooffppff WHHHOOAAA!

Trucks: ON! ON! ON!

Narrator: The stupid trucks surged forward. James Holden and Zap Apple we're knocked into one of the cab walls and before they could pick themselves up again, Smudger was away. He was out of control with the trucks screaming and yelling behind like hyenas.

Zap Apple: Whoa nelly! We're out of control!

Narrator: Smudger, taken off guard, couldn't stop them and in a moment, they were rocketing down the Mountain Road and swerved violently around a sharp curve just barely staying on the rails. James Holden set Smudger's brakes hard until they screeched loudly with sparks flying. Smudger whistled a loud warning hoping someone would help.

Smudger: HELP! HELP!

Narrator: Mistress was at works station when she heard the whistle and knew something was wrong.

Mistress: Oh my goodness. That's like Smudger and sounds as if he's in trouble

Narrator: Then, Marie Ravens and Sunny saw them coming around the Mountain Road, very fast and very frightened.

Sunny: Oh my. Mistress! Smudger's out of control! What do we do?

Narrator: Mistress knew what to do and explained to them.

Marie Ravens: It's too risky. You'll get damaged yourself….

Mistress: Don't worry about me. Their's no time. Please!

Narrator: Reluctantly, Sunny spoke to the stationmaster quickly and he stopped all trains and then then she climbed back into Mistress and they puffed across the points trying to gain enough speed. They were going to trying add more braking power to save Smudger.

Station Master: Good luck and god speed to all of you!

Narrator: And Mistress raced down the line. Smudger and his trucks were now racing downhill faster than a roller coaster. He felt like he was going to fly off the rails the accident had happened so fast that he was very frightened and didn't know what do. Whilst James Holden ran along the train doing the same tactic as his friend did to save Duke. Then, Smudger saw to his horror Mistress right in front of his path.

Smudger: MISTRESS! LOOKOUT!

Mistress: Don't worry! I here to save you! Alright! Start braking Marie Ravens!

Marie Ravens: You got it.

Narrator: Marie Ravens gently applied the brakes as James Holden set his reverser hard over full steam sanding frantically and braked hard.

James Holden: Hold them boy! Hold them!

Narrator: Mistress soon gradually caught Smudger and began to brake. Back at Arlesburgh, Duke and Pioneer were joking and thinking how clever they were when they heard frantic whistling and saw to their horror, Mistress and Smudger racing downhill much too fast. Frantically trying to grip the rails, Smudger and Mistress slid helplessly into the yard. As with a despairing whoop of horror they crashed into set of trucks. James Holden, Marie Ravens, Zap Apple and Sunny jumped clear before the crash but Smudger laid piled into a pile of broken slates and led. Although he wasn't badly hurt, Smudger had begun to cry for there laying in front of him, sprawled onto her side in the wreckage battered, bruised and wrecked, was his favourite teacher and mentor he had ever known. Mistress. A short while later, Shire Horse, whom had gotten the news of the accident raced down with his train, Mistress's train and the breakdown train and when he saw the accident scene, he began to cry too.

Smudger: (Crying) Oh Mistress. Y-you were so brave, and strong... I don't know what's going to happen to you. I don't know what managers... going to do to you. It's all my fault I should have been more careful…. I'm sorry Mistress. I'm sorry Shire Horse…. I wish I was never built…..

Mistress: No, no, no, no. Don't say that young Smudger. It was not your fault…. It could have happened to anyone

Shire Horse/Smudger: (Crying) Oh please! Please. We can't let you be scrapped.

Mistress: It's alright boys. I… I want you both to remember something… I've had a long and wonderful life. You've all been such good friends, Duke and Pioneer, and I've had a great time working with you all and especially being your teacher. And come what may for me… just remember what I taught you and you two will be alright.

Shire Horse/Smudger: (Crying) We promise Mistress….

Sunny/Zap Apple: There there now Smudger. There there Shire Horse. there there it'll be alright.

Narrator: The two drivers and ponies picked themselves up and set to work clearing the mess they too were in tears. Smudger and Mistress were soon put to rights and taken to the sheds where the manager was waiting. Both Duke and Pioneer were shocked but Duke felt horrified.

Manager: Oh dear. We have to get you mended as soon as we can arrange it. But we don't have enough money at the moment.

Smudger: Please don't scrap her sir!

Manager: I do not have any plans for that whatsoever, Smudger. We shall leave her in the shed until we can build up enough money to get her restored.

Mistress: Thank you sir.

Narrator: Then the manager turned furiously at both Duke and Pioneer.

Manager: YOU TWO HAVE CAUSED A GREAT DEAL OF TROUBLE DUKE AND PIONEER! YOU ARE TWO ARE TO BE BLUNT, A DISGRACE TO THIS RAILWAY! YOU WILL STAY IN THE SHEDS FOR YOUR ACT OF TRAUNT UNTIL FURTHER NOTICE!

Duke: (More ashamed than ever before) Yes Sir. I'm very sorry sir.

Pioneer: (Ashamed but not as much) Yeah sir. Sorry sir.

Narrator: After the manager left and Pioneer went to sleep, Duke then looked over across the shed. He saw Shire Horse, the two drivers and all 6 ponies consoling a grieving tear stricken Smudger and when they all left, he then saw Smudger glaring demonically at Duke. His eyes were burning red with both tears and complete fury rage and hatred and Duke began to realise that he had lot to think about.

Yeah, didn't see that coming, did you? And this also means I'll have to update the list:

Duke: (No. 1) 1880-
Bertram: (No. 2a) 1880-1888
Mistress: (No. 3) 1880-1889
Pioneer: (No. 4) 1880-
Shire Horse: (No. 5) 1880-
Smudger: (No. 2b) 1888-

What will happen to the remaining 4 MSR engines? Find out in part 4.