As the turn of the last century approached, the Midland Railway wanted to improve services and modernise, whilst remaining competitive and comfortable for passengers. With a variety of routes between London and the North, it was important for them to be mindful of this fierce competition. However, with profits in mind, and the ever-growing weight and size of express locos being rolled out by their competitors, the Midland Railway wanted a way to achieve this goal without the costly expenditure of replacing or upgrading bridges that imposed restrictions on loco weights. Thankfully, this conveniently coincided with the Midland experimenting with loco wheel arrangements throughout the late 1800s, led by designer Samuel W. Johnson. By 1900 the 4-4-0 arrangement had won the arms race, beating the iconic ‘Singles’, as such, a multitude of 4-4-0 locos were built, these were designated as Class 2’s. With further developments in boiler designs and the advent of superheaters, loco technology had moved on quite a bit through the early 1900s, and with the aforementioned profits on the minds of the Midland Railways leadership it was decided that the Class 2s would receive an upgrade in the way of a ‘rebuild’.