In 1853 and 1854, the Manchester, Sheffield & Lincolnshire Railway received two 0-6-0 goods locomotives from Sharp, Stewart & Co. which were probably the most powerful standard freight locomotives in the UK at this time. They had a large firebox with a direct heating surface of 145 square feet or 13.5 m² that was located above the third driving axle. As usual for a 0-6-0, the cylinders and valve gear were on the inside, with only the coupling rods on the outside.

The first one, No. 117 “Orestes”, was delivered in September 1853 and No. 121 “Europa” followed in February of the following year. Later in this year, the LB&SCR bought these two locomotives as they were apparently too powerful for the tasks of the MS&LR. At their new owner, they were used to haul chalk trains with 50 loaded wagons. In 1877 and 1878, they were renumbered to 362 and 370. The second one was withdrawn in 1886, but the other one was renumbered again to 398 in 1887 and withdrawn in 1888.