• Published 25th Nov 2011
  • 25,096 Views, 262 Comments

Doctor Whooves - The Series: Episode One - The Pinkie Conundrum - Loyal2Luna



After the harrowing events of "Traveller," the Doctor is forced into having some downtime in Ponyville while the TARDIS rests. Meanwhile, Twilight goes to confide in her beloved mentor, but ends up learning far more than she expected.

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Ch. 3: Old, Sad Eyes

Chapter 3: Old, Sad Eyes



Mane Street
Ponyville
12:28 p.m.

The Doctor trotted alongside Pinkie Pie, or at least tried to, as the bouncing pink ball of energy constantly seemed to be distracted by this or that. Rushing off to one side of the road to inspect an odd-looking bug. Gasping in awe and moving to say hello to a trio of mares who were standing around a vegetable stand as if she remembered she had forgotten to say good morning.

When she rushed off to give proper attention to a lopsided bush filled with newly blooming yellow flowers, the Doctor’s newly extended patience was reaching its end.

“Good lords, Pinkie, do you ever stop moving?” the Doctor asked incredulously, shifting his haunches a bit to make sure that Spike remained in place and didn’t go falling off onto the dirt.

“You’re one to talk,” Pinkie responded pleasantly, prodding a bloom that had yet to open.

The Doctor recoiled a bit at this accusation. “What is that supposed to mean?”

“That’s what you and Spike were talking about this morning, isn’t it? You have a chance to sit down and relax and the only thing you want to do is go rushing back to your box and fly away. You haven’t even had a chance to enjoy what Ponyville has to offer yet.” The pony prodded the still-closed bloom for a few more moments, looking it over curiously.

“That’s not… entirely accurate,” the Doctor protested. “It’s a nice place, to be sure. In fact, it's quite lovely. Very… quiet. Serene. Quaint, even…” The Time Lord fought to keep the displeasure out of his voice as Pinkie’s topic began to move towards a nerve.

“Have you seen Sweet Apple Acres yet?”

“Sweet Apple…?”

“That’s where Applejack lives. It’s the biggest orchard this side of Hoofington! It's got hills that are just covered in apple trees,” Pinkie cut the Doctor off as she explained. “Or how about Rainbow’s cloud house?”

“Cloud house?” The Doctor found his ability to believe what the pink pony was telling him strained yet again. “You mean ‘clubhouse,’ don’t you?”

“No, cloud house. Rainbow's always making changes and improving it; moving the clouds around to make it more and more pretty and showing off her artistic side. She's even got a rainbowfall running down the side. You do know that pegasus ponies can walk on clouds, right?”

“Well, I…”

“Have you seen the Everfree Forest?”

“As a matter of fact--”

“Or enjoyed a day at the spa? Lotus and Aloe always have the best foams and bubbles.”

“That’s not the sort of--”

“Did you know that we just finished fixing this place up from a parasprite infestation? Or that you completely missed the Spring Bloom Festival? Not that it was exactly at its best with that nasty thing in the toyshop.”

“Now, hold on a moment, Pinkie. I didn’t mean to say that it was--”

“So you barely take a glance around the town, and say it’s nice. Quaint, even. You mean it’s ‘boring,’ right? That’s what you wanna say?”

Unsure where the conversation had turned around on him, the Doctor found himself taking a step back, trying to respond. “Well, I just meant that--”

“If you take the time to look for more than the most obvious, outlandish sorts of things, Doctor -- those dangerous, scary kinds of things -- then you could see there’s so much more to a place like this. If you… If you would slow down a little; enjoy the moment rather than rushing off for the next adventure you could… You could…”

Pinkie’s agitated expression lightened up with an almost audible "ding" as she smiled, then leaned closer, a soft melody filling the air a moment before she burst into song.

“You could laugh aloud for hours,
Stop and smell all of these flowers,
Come roll around with meeee! Whee!”

The Doctor gaped in shock as Pinkie suddenly drove into her lyrics, complete with seemingly rehearsed choreography, stopping to sniff at the blooms in mid-verse and then diving to the grass along the side of the street to roll around.

“Pinkie... What in the name of sanity are you doing?”

“You could party and be merry,
Life is just as sweet as cherries,
If you only would belieeeeve!”

“Wait, do you hear that? I hear music! Hold on, I know that tune… Is... is that The Wizard of Oz?”

“I could show you all the ponies,
Fillies, mares and all the bronies,
We’ll make their day compleeeete!"

“Is that an MP3? Or, perhaps a small CD?” the Doctor started, then realized almost too late that, as he spoke, his words were following the rhythm of the song playing in his ears. “Why am I speaking in verse?”

Pinkie, however, didn’t miss a beat, incorporating a slight dancing routine to her tune.

"Oh, I~ could show you why~
There’s more here than you can see~
Out beyond the edge of Twilight’s door~
It’s waiting here, if you’ll belieeeeve!"

“Pinkie, really, how are you doing this? Can you even hear me?” The Doctor was beginning to grow concerned as he recognized the song nearing its end.

“My dear Doctor, you’re mistaken,
You have not been forsaken,
In this brand new world you’re in.

Don’t just stand around debating,
You’ve got all new friends a-waiting,
If you only would belieeeeve!”

The music ended right on cue and Pinkie straightened up, chest heaving and grinning wildly at the Doctor’s bewildered expression.

Looking around, the Doctor saw that there were several ponies continuing to mill about, completely unfazed by the sudden burst of musical accompaniment that had just taken place. “What… just… happened?”

“I dunno.” Pinkie shrugged slightly, drawing an awkward glance from the Time Lord. “I just do that sometimes.”

The Doctor shook his head in his own sense of disbelief. “Wait, so you’re telling me... what? All of that was just spontaneous?”

“Yep! Nice tune, though. I gotta jot that one down for later. Now, where were we…? Oh, right, TO THE LIBRARY!”

Bounding off again, Pinkie started to hum the tune of the song she had just completed performing, apparently on a whim, while the Doctor remained stuck in place for a moment, looking past where she had been standing…

...to the formerly closed-up, late-bloom that had opened apparently all by itself within the course of the last few seconds, easily the largest and most lovely of the flowers that Pinkie had stopped to smell a few moments before.

————————
Books and Branches Library
Ponyville
12:45 p.m.

With Spike set in the small basket that served as his bed up in Twilight’s loft, Pinkie and the Doctor moved down the steps to the basement of the Books and Branches Library of Ponyville.

For the better part of the day, the Doctor had been out of his element, moving around and trying to interact with individuals who were more than passingly familiar with him without the need for his usual talents and expertise. He had found himself stunned at various moments by the twists and turns of this world that were taken for granted as common knowledge by the local ponies. He noted that he still needed to read up on the natural variances of the world, such as the specific differences between the four species of pony he had encountered thus far -- namely, earth ponies, pegasi, unicorns, and alicorns -- as he had focused much more on the history and basic development that had occurred up to the current age. Pinkie, Twilight, and even Spike had had the "upper hoof" (as Twilight had termed it) on him all day.

But as he carefully navigated the steps down to the basement, the pink, candy-making pony in tow, he felt far more comfortable than he had since early that morning.

There, sitting up straight and tall in the center of the basement, stood the focal point of the Doctor’s life: A wooden, blue-painted, unassuming box with small windows and a light fixture mounted on its top, which contained inside it a universe of wonder in and of itself.

“And here she is. Isn’t she lovely?” the Doctor remarked proudly. “A Type-40 TARDIS, one of Gallifrey’s finest. And here’s hoping, all rested up and ready to go. What say you, Pinkie? Want to take a little trip? Care to visit the Moon?”

“The Moon!? You really mean it!?” Pinkie bounced up excitedly.

“Of course. Just a quick trip to stretch her legs out, so to speak. Now...” The Doctor strode up in front of the box, looking it over in an admiring fashion. “Let’s see if this trick still works... Remember what I said a few days ago, right after we met and fell down the trapdoor?”

Pinkie tilted her head to the side a bit. “That you missed your sleeves and that you’re rubbish without pockets?”

The Doctor’s huffed slightly, both amused at what she chose to remember, and surprised that she had remembered it at all. “No. That I can normally open the door with a snap of my fingers. But seeing as that's not going to happen again anytime soon, let’s try...”

Looking towards the TARDIS with a determined expression, the Doctor raised one hoof slightly as he glared into the blue wooden box, his face lined with concentration.

*Clip-Clop-Clip*

A simple, clipping three count on the ground, and the doors of the TARDIS swung wide open.

Oooooooh...”

The Doctor smiled, basking in Pinkie’s impressed noise. “Yup, I still got it. Now, let’s see what she’s got in store for us.” The brown stallion rushed in, seeming far more excited now than he had been all day. A genuine, giddy, heart-pounding excitement that Pinkie found much more appealing than his earlier seriousness.

Trotting behind him, she made it less than three steps before nearly crashing into the Doctor’s rump.

“Oh… look at you… Ohhhhh! Look at you!” The Doctor looked around, absolutely amazed as he took it all in. Pinkie followed his lead, also marveling at the changes.

“It’s… all different. It didn’t look anything like this the other day.”

As always, it was bigger on the inside, but now it was even larger than before -- if only by a bit. The flashing, blinking lights and the retro techno color scheme along the walls were gone, replaced with a glowing, light sky-blue surface that conveyed a fanciful, outdoorsy feel. The roundels that typically adorned them had shifted higher towards the ceiling, and now emitted a soft white light that gave the room a sunny ambiance. The raised stairs, walkways, and metal railings were also gone, giving the floor around the control station a surprising degree of open space. As for the control station itself, it was, as before, sitting on a solid, transparent platform above a mass of exposed circuitry and wires that gave the illusion of being in constant motion. But now, they seemed to form almost vine-like connections of lights and wire, giving it a more organic look with softer colors.

Although she was hardly familiar with the controls of the TARDIS, Pinkie was able to tell that the buttons and levers had shifted around from before; several hoof-shaped panels, a set of levers that looked like they were designed to be grabbed by the mouth and pulled down, and a brace piece was set up to push against with a shoulder or flank along one corner to turn another mechanism.

Where there had once been two staircases on opposite sides of the room -- one of which Pinkie had gone zipping through on her last visit -- there was now a single staircase, made at the proper length and angle for pony legs to easily navigate, that led to a completely different direction than before that must have contained the rest of the rooms inside the TARDIS.

One thing that had not changed was the central glass column, which still sported the bulb-like fixtures moving up and down inside of it. But now, instead of glowing green and orange, it was adorned on three sides by decorative ponyshoes. Too large for any real pony Pinkie knew -- except maybe Big Macintosh -- they were each studded with two dark buttons, each one of a different color. Almost as if it noticed her looking at it, one of the buttons suddenly lit up a lovely shade of pink.

“She’s changed the desktop theme again… No, she just didn’t change the template, she customized an entirely new one.” The Doctor looked around, surprised by the alteration and with a slight squealing giddiness to his voice as he pranced around, taking it all in with excitement. “My word… she’s gone native on me. Look at that! It’s a little horseshoe. And these controls… Oh, this is going to be interesting. Set up for hooves and mouthpieces and everything! I was wondering how I was going to turn the axis rotators without thumbs. That’s my TARDIS, always one step ahead! Makes sense, though. After all, I doubt she wants to end up back in the eighties again because I can’t keep my hooves on the right buttons.”

“'She'?” Pinkie asked inquisitively.

“Oh, why, of course. The TARDIS isn’t just a machine, you know. TARDISes are not built, they're grown. And she is very much alive, with a living, beating heart and a personality all her own,” the Doctor responded happily, moving around the center console and leaning into it with his flank as he set his hoof up to run along the edge.

Pinkie giggled a bit at the scene, causing the Doctor to look up at her. “Would you like a moment alone with your time machine, Doctor?”

“No… not at the moment. It’s always better to travel with a friend now, isn’t it?” the Doctor returned with a smile.

“Are you saying we're friends now, Doc?” Pinkie gave him a sideways look, keeping her smile, but leaving the question hanging.

“Of course we are,” the Doctor responded offhoofedly, turning the TARDIS' scanner display towards him and setting his forehooves onto the console. “Now, let me just check these readouts and see if…”

The Doctor’s smile faded slowly as he looked over the monitor, while Pinkie was unable to see exactly what it was he was looking at.

“That… shouldn’t be possible.” The Time Pony's amusement dropped like a stone.

“What is it? What’s wrong?”

“She’s been resting ever since Twilight and I came back the day before yesterday, and everything is functional, but... her energy stores are almost completely gone.” The Doctor’s tone turned more worried as he looked over and pressed a set of enlarged, hoof-sized buttons. “Where are my brainy-specs when I need them?”

“Maybe she’s hungry?” Pinkie offered, unsure what to do as the Doctor moved around the console.

“The TARDIS does need to eat, but she feeds on aurtron energy; power from the universe itself. Well, in my home universe she does, anyways. I was worried at first that this universe wouldn’t be compatible. That it would be like diesel in a petrol… Oh, wait, that metaphor doesn’t apply here does it? Hmm." The stallion brought a hoof to his chin as Pinkie merely looked at him, confused. "Oh! Oh, I know! It would be like feeding a pony gemstones. It might be good for Spike and dragons like him, but you couldn’t get by on them, am I right?”

“Okay, I get that… So she doesn’t like our world, then?” Pinkie gasped as she came to a horrifying conclusion. “She’s not going to starve is she!? I can go get things from the bakery!”

“No, she’s getting energy from somewhere, but she’s being picky… very picky. She had enough fuel leftover from my home universe to run for a while, but now that’s all out. Must be why she was all over the place the last few trips.”

“You mean when it… Oh, sorry… she crashed into Fluttershy’s cottage and Mr. Tinker’s toyshop?”

“Precisely. Granted, those were both accidents, but the fact that she’s still functioning means that she’s getting new energy from somewhere… and…” The Doctor paused, his eyes glued to the monitor. “And what's this…? Hello...” He looked a bit closer. “Seven percent… Nine percent... There we go, that-a-girl. Now, where are you getting it from?”

The Doctor took a step back and nodded, obviously relieved as he looked about. “I’m sorry to say, Pinkie, it looks like I’m going to have to give you a rain-check on that trip to the Moon. The TARDIS will be fine, it looks like, but it will take some time to get to a stable fuel level. In the meantime, I’ve got to figure out what she’s using for power.”

“That’s okay. Do you still wanna show me around, though?”

The Doctor smirked, looking up to Pinkie with a large smile again across his features. “Sure, it’ll be the first time for me too, after all. Let’s go exploring, shall we?”

As his good humor seemed to return with the relief that the TARDIS was safely, if a bit slowly, recharging itself, the Doctor and Pinkie Pie moved to the stairs, easily trotting up them and further into the interior.

So distracted was the Doctor by the drastic change in the TARDIS’ look and the strange turn of events concerning his time machine’s design and layout, that he had forgotten to close the doors behind him.

————————

Pinkie Pie and the Doctor half-walked, half-waddled out of the newly discovered arboretum that had formed on the TARDIS, both laughing at each other’s antics, which had led to the two of them ending up in the pond that had been fitted at the center, and soaking them both to the point that Pinkie’s fluffy, curly hair was drenched and flat on her head, showing just how long it was when it wasn’t in its usual "puffed" state.

“She’s really gone all out with the nature settings, hasn’t she?" the Doctor asked, tilting his head to the side in an attempt to drain the water from his ear. "I didn’t even know she could manufacture treeborgs like that. And the little waterfall is a nice touch.”

“You know what we need to get for that pond?” Pinkie asked.

“A guardrail to keep pink ponies from pushing unsuspecting Time Lords into it?”

“No, silly! We need some fish! They sell the prettiest kinds of fish in Ponyville at Miss Pond’s shop.”

Knowing full well that the TARDIS was capable of cleaning up inside of itself, the Doctor shook himself dry, Pinkie following suit a moment later and her hair exploding with a loud "poof" as it seemed to air dry instantly.

“That's a wonderful idea, Pinkie. This room would certainly benefit from a few homey touches, along with all of those extra bedrooms and the kitchen. I mean, a kitchen? She’s never stocked more than few cupboards in here before. You’d think that she was expecting a whole lot of company from all of the spare bedrooms she’s got set up in here... Anyways, let's see what's beyond the next door, shall we?”

Over the last couple of hours, Pinkie Pie and the Doctor had enjoyed exploring the new TARDIS, which, the Doctor had come to realize, was easily twice the size of its older format. Fit with multiple bedrooms; a library that seemed to be almost an exact replica of the Books and Branches; full, working kitchens; the pool; a gymnasium that came equipped for a whole set of equestrian sports; an arboretum with a large, manageable garden inside; a Treasure Room of his own (in which he had spent a good deal of time regaling Pinkie with a few stories of his more… appealing adventures); and his little-used Wardrobe Room -- even though, given his current physical situation, most of those outfits were now completely useless.

It was not like his TARDIS to go so "all out" in designing the side-rooms as she had this time around, but the exploration and investigation did have a certain thrill to them, and doing so alongside Pinkie was all the more fun as the party pony made an effort to explore every aspect of the area, asking any number of questions.

Moving along to the next door, the Doctor set his hoof onto the handle and turned it, looking inside.

When he looked in, it took him several moments to realize exactly what it was that the TARDIS had done with this particular room. And when he did, he found that this was not somewhere he particularly wanted to be.

But Pinkie had already pushed by him at this point, entering to take a look at the eleven vacuum chamber tubes that circled the room. Encased inside each of them was a familiar outfit, preserved for posterity.

Whooaa… More goofy clothes,” Pinkie remarked offhoofedly, amused as she started pacing around and looking at them. “Rarity would probably faint right away at seeing these.”

“They’re… not goofy,” the Time Lord responded, moving into the room and noting the perfectly immaculate way in which the suits were set.

“Oh, yeah? Look at this scarf. It’s huge! Why would anypony wear something so bulky? They'd be tripping over it all the time!”

The Doctor tried to contain himself, although he did have to admit it looked rather silly now that he thought back on it. He couldn’t help but remember the time that he had picked that ridiculously long scarf out.

“Is that… celery? Okay, as a cutie mark is one thing, and fruits if Rarity is doing the outfit, maybe. But vegetables on clothes?” Pinkie snickered at the white and red-lined outfit before moving on. “Oh… Ooooohh, wow. Yeah, you should never let Rarity see this one. She would spit a bit if she saw this. Wow! The rainbow umbrella is one thing, but whoever wore this had to be colorblind, or something!”

Pinkie laughed aloud as the Doctor joined her, looking up at the sixth outfit in the line. But unlike before, he didn’t share her laughter, his face instead a somewhat solemn expression.

“Whose are these?” Pinkie asked curiously, still giggling a bit at the question mark-lined vest that was inside the next chamber.

“Mine.”

Pinkie paused, turning slightly towards the Doctor as he looked up at the sixth outfit.

“To be fair, that time around I was quite a bit... quirky. More-so than usual. All in all, I would say the Rani did me a favor.”

“Oh… Well, um... These last few are… nice,” Pinkie started apologetically, trying to keep a forced smile as she looked over the last in the line: a tweed coat and suspenders complete with a bow-tie and a fez. Part of her was curious as to who "the Rani" was, but hearing his tone, she thought better of it, her own expression surprisingly sober. “So… these are…?”

“Pieces of my past. Of each of my lives, set up like they are meant to be in a museum. But then again, perhaps they should be.” The Time Lord sighed heavily. “Well over a thousand years… Eleven lives… and into the twelfth. I keep these, just a reminder sometimes of how far I’ve come, where I’ve been… You see, Pinkie, this is my Memory Room. I don’t usually come in here.” He looked to her. “I don’t often let others in here, either.”

The statement was left to hang thick in the air for a moment.

“There they are again…”

“What?” The Doctor's ears perked up as he regarded Pinkie quizzically.

“Those old… sad eyes…” the mare started, looking back at him with concern, then looking past him. “Who are they?” Pinkie asked, moving aside the Doctor before he managed to turn and see where she was heading.

The shelves there were filled with pictures of creatures that had no fur, pony-like hair, and flat faces. Some in black and white and others in color, all set along in rows. Some of the individuals in them appeared to be quite young, while others included individuals that were wearing the different outfits that Pinkie had unwittingly been laughing at.

“So this is what humans look like... Is this your family?”

“Oh, no… Well, in a sense, I suppose… sort of,” the Doctor hesitated. “These are my… well, my companions. They traveled with me for a time… This one is named Susan. She was the very first, and also my... um, well… That’s a… long and complicated story... Ian, Barbara... Jamie McCrimmon, that daft highlander... The Brigadier, now he was a good man. I always regretted never having that last visit... Oh, Sarah Jane Smith. She was a tough act to follow...” The Doctor nodded to himself, his eyes fogging over slightly, as if his thoughts were a thousand miles away and his mouth was running on automatic.

Pinkie stayed quietly at his side, not asking who they were or commenting on the alien-sounding names. There was an almost dreamy quality to his voice, as if he found himself lost in memories, pointing a hoof to at some, but ignoring others.

“Peri Brown… Sweet Peri. Oh, how she put up with me when I was at my worst. I always loved her for that… Ace, now she was something else, a real spitfire. No, I take that back. Donna, she was the spitfire. Oh, she drove me absolutely crazy, that Donna Noble." He chuckled, moving along to the very last of the pictures in the line: a human lady with hair almost as curly as Pinkie’s own. “And River Song. Oooohh, Professor Song. The trouble we got into and out of together…”

“Don’t worry, Doctor…” Pinkie set her hoof against his flank in a comforting fashion. “You’ll get home to see them again.”

“No… Oh, no. That’s not…” The Doctor shook his head, keeping his voice steady even as he started to pull himself out of his train of memories. “No. There’s nobody waiting for me back there… Not anymore. Besides, I am home. The Doctor in the TARDIS, always together. Out exploring the unknown.” His smile was forced as he turned, taking a breath and starting out of the room. “Well, this was fun. We should take a look at what’s in the next room, don’t you agree?”

“Who's she?”

The Doctor stopped, turning to where Pinkie’s hoof had pointed, towards several pictures that were separate from the others. Set in a small shelf off to the side were multiple pictures of the same human girl with longer, yellow hair.

Pinkie watched at as the Doctor’s forced smile faded, looking over the pictures with a pained look of regret. “...Rose… Her name was Rose.” The stallion tried to contain himself as the pink pony noted the sudden mix of expressions that crossed his face. “Pinkie Pie… I would… really like to leave… Now.”

“What happened to her?”

“It’s not important.” The Doctor started to turn away.

“Why not?”

Because it isn't!” The harsh edge of the Doctor’s voice cut like a knife as Pinkie finally pushed too far. “And besides that, I think it’s my turn to ask the question, don’t you? So, here it is! Why is it that you are always at it with the personal questions? I swear, you ponies. Just like humans in that respect. Monsters and Reapers and Weeping Pegasi at the door and you’re all asking about things that don’t have any bearing on what's going on! Can’t you just see that this is who I am!? Right now, in this moment. Not what I might have been or who I was in some past life!”

Pinkie Pie stood her ground, looking past the Doctor, towards the door for a moment. Was she considering running? He wouldn’t have been surprised. As free-spirited and bubbly as she was, it would have been the smart thing to do. And at this point, it may have also been the best thing.

He knew that when he had these moments, he was not someone that anypony would want to be around. But she looked back to him, holding her ground without tears or yielding a step.

“Why would you possibly want to know?” the Doctor asked, his anger dissipating after a moment as a more apologetic tone started to seep in.

Pinkie Pie was quiet for a long time, having faced only a glimpse of something that was hiding under the Doctor’s fur. “Because… I’m your friend,” she responded softly. “You said so yourself. And all of these other friends you have… There are so many of them, and these are just your closest, aren’t they? I bet there are a whole lot of others out there too that don’t have a picture in here.”

Now it was the Doctor’s turn to take a step back, shame setting in at his outburst as Pinkie continued, her tone set with concern and hurt, but still defiantly attempting to reach out to him.

“How can somepony with so many friends… feel so alone?”

The Doctor took a few breaths, looking over to the side, down the line of pictures from Susan to River… then over to the eleven suits standing as mute memorial to his past.

“I’m sorry, Pinkie Pie…” he apologized, finally bringing his eyes back up to her. “It’s just… hard for me… sometimes. You see, one of the "side-effects" of living so long... is that nobody else does. They all traveled with me for a time, and I cared deeply for each of them. For Susan and Sarah Jane… For Peri and Ace, Donna and River… just to name a few. And Rose? She was…” The Doctor took a steadying breath. “...something special.”

“What happened to them?”

Life happened, as it should have.” The stallion shook his head. “After some time, most of them went home, got on with their lives, had their own families. They moved on… Sometimes, I could see them again. And sometimes I couldn’t. Most of them lived out the rest of their lives… without me.”

Silence hung in the air for a moment as Pinkie struggled to imagine what such a thing must have felt like. To have so many friends, and to have to leave them behind time and time again.

Then a thought occurred to her.

“But… aren’t there others? Like you? I mean, what was it you called yourself before? "Time Lord"?”

“...No.” The answer was simple, short, and blunt, but then carried an afterthought. “Not anymore.” The Doctor sighed, his tone dragging down. “I’m not just a Time Lord, Pinkie Pie. I’m the last Time Lord. I’m the only one left.”

Tears now welled up in Pinkie’s eyes as she tried to comprehend what the Doctor told her, laying down with her legs folded under her as she trained her gaze on the chestnut-colored stallion. “What happened?”

Resigning himself to tell a familiar, painful story, the Doctor lowered himself down on the ground across from Pinkie, carefully folding his hooves under him in a more comfortable fashion. “There was… a war. Do you know what that is?”

Pinkie nodded, but kept quiet.

“My people fought against monsters, called the Daleks,” he explained, his voice on the verge of trembling with pain as he shared this moment with the bouncy, laughing pony. A pony who was not bouncing or laughing now, as she listened to her newest friend. “We fought them for the sake of our universe… for the lives of everybody that had or ever would live. In a war that stretched across time and space. We fought them because… we were the only ones who could. We fought…”

The Doctor hung his head low. “...and we lost.”

Pinkie’s mouth fell slightly open at the admission, but was unable to speak.

“We lost… They lost… Everybody lost. Until in the end… there was no one left. No one… except for me,” the Doctor continued sadly, lifting his head as a tear rolled down his cheek. “It’s all gone now, Pinkie. Gallifrey… My home… My family… My friends… The Time Lords… all gone. All that is left of it now is the TARDIS and me… The only survivors.”

Pinkie had no words to say as the Doctor cleared his throat, taking a moment to let the weight of what he said sink in.

“And so I travel, Pinkie Pie. I keep going… because I have to. Because I can’t stop. Because I have to know that it was worth it. I have to know that what I fought for… what we lost so much for… that it was worth it so that they…” He looked to the line of portraits, each one of a smiling face that had been so important to the Doctor in the past. “…So that they each had the chance to live and have their own lives. So that they could have their friends and families. I have to see what is out there and know that what I did was for them. I have to give them a chance. And not just the people, but the monsters, too. They all should have the chance. The price that was paid for it is too high to ignore.”

Tears flowed freely down Pinkie’s face as she listened, nodding slightly in understanding.

“You were right. I do have old, sad eyes. They’ve seen so much, perhaps too much…” he continued. “But… they’ve never seen anything like you.”

Pinkie looked up as the Doctor allowed a weak chuckle to escape him.

“There was a reason that I traveled with humans, and it wasn’t just because they looked like me. It was because they were probably the only people in my universe that could understand. The only ones that could look out at the beauty across time and space and see it with the wonder… with the… appreciation that it deserves. And you ponies… Oh, you are so much like them.”

“We are?”

“Well, there are a few differences. You are kinder than they are from what I’ve seen. You have a better grasp of your environment,” the Doctor admitted. “You, Twilight, Spike, and Rarity. You’ve all put up with me in stride, helped me when I needed it, and have asked for nothing in return except for friendship.”

“Well…” Pinkie tried to wipe the tears away, realizing that this was an important moment for both her and the Doctor. “That’s what we value… more than anything: our friends. There’s nothing more powerful in all of Equestria than that bond.”

“A philosophy I dearly wish all other species shared.” The Doctor chuckled at the somewhat childish and naive concept, but it appealed to him all the same. “I think Rarity tried to ask me out on a date while she was fitting my suit… Trying to take it a bit beyond just friendship, but I’m not entirely sure.”

Pinkie huffed a bit, amused even as she started to climb out of the sorrow that the Doctor’s tale had imparted. “Thank you, Doctor.”

“For what?” The Doctor was surprised. He wasn’t sure what to expect from Pinkie now, but that had not been it at all.

“For telling me.”

“...You’re welcome,” the Time Lord replied softly. “Just... do me a favor, and don’t tell Twilight. She’s been curious about me, but I would really rather not tell her before I have to. It’s… a burden, really. She’s clever, and I’m sure she’ll find out or ask sooner or later, but in the meantime, I enjoy her company and I like being able to talk to her without her worrying if this or that might bring up something uncomfortable. I don’t want her to tip-to-- err… prance around the issue. Not just for my sake.”

“Now I understand why you have such sad eyes… I can’t imagine what it’s like…" Pinkie offered consolingly. "And while I know we can’t replace them, I also know that I would be more than happy to be your friend. And I know Twilight and Spike and all the other girls would too if you gave them a chance.”

“I’m sure they would… but we'll have to see. If there is one thing that I have learned in so many centuries of life, it’s that you never know exactly what tomorrow will bring.”

“Not even if you have a time machine?” Pinkie raised an eyebrow, waving one hoof a bit in an outward direction.

Especially if you have a time machine.”

“Then I bet you don’t know what’s in the next room any more than I do.”

The Doctor smiled slightly, pushing himself back up to his hooves as Pinkie did the same. “As a matter of fact, no, I don’t.”

“Well, how about you hold off on the traveling through time and space until after we’ve looked at the rest of the rooms, okay?”

The Doctor had no arguments for once, amazed at how the pink pony had listened to him, endured his moment of anger, and accepted his apologies without any trouble.

As they moved out the door, the Doctor made sure to lock the latch behind him while Pinkie led the way to the next room.

He did not note the still half-open door to the arboretum they left behind as he followed Pinkie down the hall, nor the purple unicorn that emerged as he stepped out of sight, tears of her own having painted dark patches down her cheeks.

Pinkie had been subtle enough to wave her off after seeing her in the doorway of the Memory Room, and now she understood why. The Doctor, that unflappable Time Pony, had his own inner demons to battle, and he thought that revealing those demons to her or to anypony else would drive them away or make them treat him differently.

Of course, Pinkie wouldn’t. Mad as a hatter, three times as random, and always eager to forgive and forget, she would probably never mention it again if she could help it. Not because she forgot, but because she was smart enough not to betray a secret… Even a secret that wasn’t actually all that secret.

Moving back down the hall from whence she came, Twilight retraced her steps back to the main control room of the TARDIS with surprising ease as she looked over the magnificent machine. She had a few things to think about as she left, the forefront on her mind being Pinkie Pie’s description of the Doctor’s eyes.

"Old, sad eyes," she had said.

What struck Twilight most about it then wasn’t that she had missed this detail in her own dealings with the Doctor. She too had noticed the darkness hidden in his shining blue eyes. But that description to her gave it a whole new perspective that she had glossed over.

They were eyes she was quite familiar with, in fact. Eyes that she had seen just that day...

...in Canterlot.