"It's about time those steam engines adhere to an agenda which could be deemed more traditional. Perhaps you could call it the natural course of things."
Derek and the Two Faced Engines
Ernest and Derek
Season 3, Episode 10
Vital statistics
Air date December 14, 2015
Written by EnterprisingEngine93
Directed by Matt Michaud
Episode guide
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Culdee Fell The Suggestion Box
Derek and the Two Faced Engines is the tenth episode of the third season.


The Culdee Fell Railway, a rack-rail line is one of the best ways to experience the scenic views of Sodor, but has recently run into trouble due to its manager, Walter Richards having difficulty running the railway, in addition to having its namesake engine, Culdee, being out for repairs due to an earlier accident. While Culdee has now returned, he has been severely traumatized. As he leaves the main yard to receive his orders, the engine who delivered him there, Derek, is greeted with a ghastly sight.

Said ghastly sight is the old mountain engine Ernest, who introduces himself to Derek. He states that Culdee is a credit to their line, and that himself and Wilfred have been relegated to less exhausting work due to newer engines handling the work better. He says that that's the natural order of things, the way things are supposed to be.

Those last seven words strike a chord with Derek, as several prior events flash before him. First his accident caused by Bill and Ben, and secondly, an encounter he had had with Diesel. Diesel, seeing a glum Derek come up to him, asked if Derek was gaining "common sense", and was told that Ben and Bill were already up to their old tricks, having just played one on Donald. Derek lamented how quickly they went back to their pranks, with Diesel stating that they would never listen to any lesson given to them. Derek tried to defend them, only for Diesel to interrupt Derek and state how the railway was defying the natural order of things, namely the advancement of diesel traction. Derek tried to defend the railway by stating how he was given a second chance, only for Molly to unintentionally interrupt them. Even so, Derek still refuted Diesel, pointing out that Bill and Ben did not speak for the majority of the island's steam engines and that Diesel was exaggerating. Diesel however, stated that with the continual learning of morals that were constantly being repeated, while the diesels always got the unacceptable short stick in terms of learning said lessons. At that moment, Edward arrived.

He was carrying dire news. Bill and Ben's latest prank had caused Donald to go over a cliff and fall into one of the clay pits. A meeting would thus be held later that day to discuss the matter, to which Edward assured the two diesels that they'd get through it, though he worried about the branch lines. Concerning Bill and Ben, Marion had been assigned their chaperon. Edward asked if they would attend the Fat Controller's meeting, but while Diesel said that he would, Derek said that he couldn't attend due to his radiator heating up. After Edward left, Derek was in complete disbelief in how another engine was harmed by Bill and Ben's seemingly harmless "pranks", which caused Diesel to go on about how Bill and Ben's ignorance was an unbreakable cycle, and that they continued to disregard the well-being of the other engines. Diesel, taking a breath, admitted that he did exaggerate, but he felt that it was wrong to be cast aside by the railway, and how he and engines like Derek were unfairly treated all the same. Diesel described his desire and plans to not be vengeance, but rather, "getting their own back", Derek asked how this theory would be carried out, to which Diesel replied that it was the natural course of things.

Back in the present day, Derek finishes Diesel's words. Ernest replies that indeed, upon the arrival of Alaric and Eric, both of whom were friendly, the older engines knew that their time was coming. Ernest describes how the Mountain Engines are all two-faced. Ernest himself, for instance, hides his envy for the younger engines, and describes how Culdee will most likely be hiding his trauma. Ernest chuckles and asks Derek to forgive him for venting his frustrations, but Derek says that it is fine.

Ernest continues, stating that all of the Mountain Engines are said to be two-faced. Derek inquires, to which Ernest replies that he is a very jealous engine, but the other engines will not know of this. Ernest states that he is old and wise, and he acts professionally, but he always hides his second "face" from others. Derek is unnerved by Ernest as the old engine continues to discuss the nature of a second face. Ernest then says that he feels that it is a good idea to vent to someone once in awhile, helped by what he perceives as Derek's warm presence, which he tells Derek to never lose. Derek gives an awkward thank-you, then asks a bit about the whole "two-faced" thing, asking whether it should be taken figuratively or literally. Ernest answers that it is both, revealing the second face present on the backs of every mountain engine. Samson, who is now passing by, sees this and shouts out that it's terrifying.

Later, while getting a train of tankers from The Lumberyard, Derek muses on the concept of "two-faced" engines, and flashes back to Bill and Ben. He wonders that, considering what he and the other engines have gone through, if the higher-ups do indeed favor the steam engines, and that the system may indeed be in need of change. As the noise of logs and Hank roll by, Derek tries to calm down, but wonders if he has become too willing to rationalize the situation instead of seeing the bigger picture. As he leaves the Lumberyard, he decides that for now, its best to keep his guard up.

However, unbeknownst to Derek, Diesel 10 has been watching him. He mutters that this is interesting, to which Splatter and Dodge come up, making fun of their boss' tendency to talk to himself. Before the two Class 08s can continue, Diesel 10 tells them to stow it, stating that he didn't get everything Derek said, but he got the gist of unsavory disenchantment of the steam engines, and leaves saying that any diesel who has that is a friend of Diesel 10.

In a post-credits scene, Hank rolls up to Rosie. After a discussion of the day, Hank says that he heard of Rosie getting Percy to help out Culdee. Rosie reveals the exact details, to which Hank is shocked about Culdee being afraid of a bridge, while Rosie helped pull one back together once. Rosie tries to downplay what she did, to which Hank tells her to stop that. He says that Rosie has several positive qualities, and that she needs to give herself more credit, as well as stopping Hank from calling her "little lady". Rosie thanks the departing Hank, to which the big engine says that while the truth is not deserving of thanks, he'll take it anyways. Rosie then comments on how Hank takes of care of his own, wondering who learned it from whom, ending the episode.


A shunter also speaks.


  • This episode's story line was originally part of Culdee Fell, but was made into its own episode when EE93 felt the two stories worked better separately. As such, the first trailer for Culdee Fell contains footage from this episode.
  • The story's continuity with Culdee Fell is similar to that of Toad's Bright Idea and Tale of the Brave, being that both episodes are supposed to take place in the middle of the movie.
  • Flashbacks from Marion Saves the Day and This Too Shall Pass are used, events from this episode are referenced, the scene where Diesel and Derek talk takes place before the events of Perhaps He's Got a Corset, on the scene after credits, Hank also mentions some events from Rosie.