Between 1932 and 1936, the Baltimore & Ohio built four different and unique 4-6-4 „Hudsons” which were designated classes V-1 to V-4. What they had in common was the water tube firebox designed by master mechanic Colonel George H. Emerson. After the V-1 had been a rebuild of a P-1c Pacific with an extremely long firebox, the V-2 was built from the ground up in 1935 in the B&O's Mount Clare Shops.

It got the number 2 and was named “Lord Baltimore”. Inspired by the British GWR King class No. 6000 “King George V” that had visited the Fair of the Iron Horse, it was designed with all tubes and rods inside the boiler shell to create a clean look. The boiler itself was operated with an exceptionally high pressure of 350 psi. Large drivers with a diameter of 84 inches and cylinders with a small diameter assured high speeds with light trains.

After No. 2, the B&O built two additional 4-6-4 in its Mount Clare Shops in 1935. No. 2 was used to haul the new lightweight train “Royal Blue” between New York City and Washington, D.C. Later it hauled short express trains over the hilly line between Washington, D.C. and Cumberland, Maryland. It was scrapped in 1949, its sisters a year later.