My Little Megas XLR

by Alkem

The Doctor's Visit

Chapter 8: A Doctor Visit.

Down, beneath the dense leafy rooftops of the Everfree Forest. A small, insignificant piece of scrap metal was lying alone in the darkness. The black device, a fusion of circuits and metal, seemed out of place surrounded by the forest's lush flora. Whatever it once was apart of, it now remained silent, motionless; hidden away from the warm rays of the sun, hopefully never to be disturbed.

Interrupting that silence was an odd grinding noise. A sort of metal screeching sound that proceeded to fade in and out in volume. Accompanying the noise was a blue wooden booth that materialized in the woods out of nowhere. Each of its sides were decorated with white shaded windows and at it top was a label that read "Police Public Call Box". The screeching died down, finally coming to a halt and the booth's doors slowly creaked open to reveal an earth pony step outside. Walking upright on his back hooves the mysterious stallion circled around to take in his surroundings.

"Ah, finally arrived. The warm waters, the crystal reefs, the endless sea of trees blocking out all sunlight. Now hold on a second. This isn't the warm crystal beaches of Nal Verasef Three."

He looked out to the forest, scratching hoof against his dark amber mane. He then turned back and walked towards the booth he came from and placed his right hoof on it. "Now why'd you bring me to this place?" he asked, looking up towards the top of the box. Moving his head back down, he became aware of his hoof.

"Oh, fancy that," he said to himself, amused by the sight as he held his hoof in front of him.

His eyes trailed up his leg, soon realizing that the rest of his body had also been changed. "Let's see now; brown fur, mane, long face, four legs with hooves at the end, a bushy tail, aaaaaannnnnnd…" he turned his head to look over his shoulder and checked his backside, "yes, the hour glass crest on my rump. So then, I'm a pony... again. Meaning I must be in Equestria." He put his attention to the trees that surrounded him. "And by the looks of it, I'd say smack dab in the middle of the Everfree Forest. So then, why was I—" He was unexpectedly interrupted by a nearby crash that rocked the area. "Ahah! That must be why I was brought here."

Galloping over rocks and roots to investigate the origin of the crash, his expectations were dulled by what he discovered. "Oh come now, a hydra? That's it? Well that's just, boring," he said, annoyed over the four headed beast laying on the ground. "I'm missing out on getting a tan under the three suns of the Pelokti system for this. Fine, If that's all it is let me just—" As he walked away, making his way back to his booth, another crash caused him to pause.

"Alright, two hydras. Maybe this won't be so boring after all," he said, turning to what he expected was a second four headed beast. He turned his head up, surprised to see the second crash belonged to a metal blue giant. "Well, that's something new."

The hydra sprang back to life and attack the giant. Circling around the two dueling colossi, being careful not to alert them of his presence, the stallion noticed that the head of the giant was actually a car. He managed to get a peek inside and noticed that two ponies were inside who appeared to be in the middle of a discussion.

"Coop! I told you to be careful." said Twilight Sparkle, her head bobbing back and forth as Megas wrestled with the creature.

The colt at the wheel looked over to her in the passenger seat and shrugged at her. "What's the big deal Twilight? It's only a bunch of trees. It not like a hit any buildings or anyone."

Shooting him a sullen look, Twilight Sparkle pointed to the rear window. "What about that?"

Adjusting his rearview mirror to get a look, Coop noticed an E.D. radio station billboard behind them, or at least what was left of it. Thanks to the modifications a hydra made when it was hurled through it, the sign now had a hydra sized hole in its center.

"Ah it looks better that why anyhow. Besides, who's gonna read that thing way out here." he replied, waving his hoof in disregard. He then grabbed his game controller and tapped a button to grab the hydra by its tail. "Just give me one more try, please?"

Twilight stared at him Coop who was shooting her a pair of puppy dog eyes. "Fine," she sighed. "Just one more try."

"I'll make it into the bog for sure this time," Coop said, grabbing hold and turning the steering wheel.

Megas began spinning, Twilight dug her hooves into her seat they began rotating faster and faster. The force from the intensifying speed now locked her in place as everything out the window now appeared like a giant blur. "I sure hope so," she hardly managed to say.

Over in the newly created gap in the trees, sunlight shined on the soil for the first time in ages. Its warm rays cast down upon the lonely little device lying in the dark and, reacting to the sun's warmth, began to come to life. A red speck of light shimmered on a small circular lens in the center of it and blue lights shined from its circuitry. The cherry colored illumination scrambled about the boundaries of its lens, surveying its surroundings. It's lights flashed for when it came upon the blue box in the distance. Fixated on the wooden structure, its wires moved out of its casing like tentacles and slowly began pulling itself over. The device made significant progress, reached the end of the sunlit area, but paused before the shadows of the trees. Its target, just a few feet away, was in the dark shaded region of the forest.

The lone stallion, to which the booth belonged to, continued to watch as a spinning Megas finally released the hydra, hammer throwing the beast into the wild blue yonder before its rear rockets ignited and it flew off as well.

"Well, there's something you don't see every day, especially not 'round here." he commented, left standing at the edge where the action had taken place. "What is a bipedal machine like that doing in a land of quadrupedal equine? Certainly far too advanced for this planets inhabitants to have made themselves. Let alone even have the need for such a destructive thing." He stood there, looking at the direction the mech flew off towards. "One thing's for sure, I recognized that girl aboard. And if things haven't changed too much since my last trip there, I think it'd be best to pay Ponyville another visit."

As he made his way back inside his phone booth, shutting the door behind him, the little device was now a mere inches away. While the box began to make its grinding sounds again, the small contraption swiped its cable, missing it as the box vanished before it. With its target gone, the little device was now stuck alone in the dark once again. It's circuit lights began to fade in the shadows. Sensing it was shutting down, the scrap desperately tried crawling back towards the sunlight. But, with its energy depleted, it slumped on the dirt and fell silent once more.

While everything fell back to its usual tranquility, a light suddenly appeared, hovering in midair before the shutdown device exactly where the blue box had just vanished, it expanded, forming a crack in the air. The mysterious glowing rupture opened wider and an eerie growl could be heard coming from inside it. Whatever was on the other side was getting closer. Down below the phenomenon, the lights of the deactivated device began to come to life once more, in reaction to the mysterious entity headed its way.

Ponyville was tranquil as always. Everyone went on with their daily lives, shopping, working, chatting, whatever else ponies would do. It was a routine day as always. Something which struck an earth pony who was strolling about as odd

"A town inhabited by hundreds of peaceful rural ponies. A giant robot comes flying over in this direction and they all seem as if nothing out of the ordinary has happened. Am I missing something?"

Continuing his walk, trying and find any clues that would lead him to the mysterious robot, he finally spotted the two ponies he saw from earlier. He quickly hid behind some wooden wagons and watched the two of them. "There they are. Now, maybe I can find out what's going on around here."

Twilight and Coop making their way back to the library. They both were enjoying some ice cream as they carried saddlebags full of sweets.

"I can't believe we're bringing so much back with us. Don't you think you've eaten plenty back there with Pinkie Pie while we were at Sugarcube Corner?" Twilight asked as the weight of her bags started to overcome her.

"What can I say; I always get hunger after fighting off giant monsters." Coop replied, finishing off the rest of his ice cream in one gulp.

Twilight sighed. "Still, I feel bad for the Cakes. They always have to restock their shelves every time you stop by."

"But they tell me I'm their favorite customer."

A short distance away, hiding behind some fruit stands lining the pathway; the colt was tailing the two of them. Sticking behind carts, a group of barrels and then the back of a house in order to stay hidden. "Hmm, no sign of anything odd just yet." Too busy with his spying, he didn't notice a mare came up behind him.

"Ummm, what are you doing Doctor?"

He didn't turn, too focused on what he was doing. "I'm trying to find out what the connection is between those two and that giant robot I saw earlier."

"What giant robot?"

He turned to face the pegasus speaking to him. "The one I saw in the Everfree Forest. Now please Ditzy, I need to stay focused so I don't miss anything important," he said as he turned back to his spying.

She stood there for a few second before it finally hit him. The Doctor turned to face the pegasus standing behind him. "You're Ditzy."

"Yeah."

"Ditzy 'Derpy' Doo?"

"Yeah, that's me."

"Oh, well then… Ditzy!" he shouted, standing on his back hooves to give her a hug. "It's so good to see you again."

"It's good to see you too Doctor!" she said while he embraced her.

The Doctor then snapped back to focus, leaning back against the house, pulling Ditzy with him and placing a hoof over her mouth. "Keep quite."

"Mhm?" voice muffled behind his hoof.

The Doctor poked his head out of the corner and pointed to Coop and Twilight. "Because. I'm following those two over there."

"Mmm, mmm?"

"I'm trying to—oh," he removed his hoof from her lips. "I'm trying to find out about that giant blue robot I saw earlier."

"Giant blue robot? You mean that one?" she asked, pointing towards the town library, where Megas was parked behind it, towering over the tree house.

The Doctor was left scratching his head, amazed that the eighty foot tall giant he was searching for was standing next to the tree house that barely reached its knee and towered over the rest of the town. "How did I miss that thing? It's enormous!" He cleared his throat to regain his composure. "Well anyway, now that I found it—"

"I found it," she cut in.

"Now you're just splitting hairs now. Anyways, I just need find out how those two got their hooves on such a machine."

"Uh, Doctor? Couldn't you just, oh I dunno, go over and ask them?" she asked, watching her friend peering over some barrels.

He stayed focused on the pair walking home. "Ask them? Come on Ditzy, where your sense of adventure. Haven't you ever played detective before? Investigating and finding clues makes it more fun. You should try it sometime. Just be careful, you don't want to wind up getting yourself arrested for peeping. Trust me it's hard to convince people otherwise after that."

With his pair of light grayish azure eyes trained on the two in the distance, The Doctor noticed a third pony approach them. "Look Ditzy, there's someone joining them. Maybe if we can get her alone we can interrogate her for some answers. Hmmm, that's funny. She kind of looks like you." He turned his head to see that he was talking to himself. "Ditzy?"

Standing by Coop and Twilight, she waved to him. "Over here Doctor!"

See her blow his perfect hiding spot, he sighed and moved out from behind the barrels he was crouching behind. He waved to them as he trotted over with a smile. "Hello there."

Ditzy placed a hoof over his shoulder as he stopped by her side. "This here is my friend, The Doctor."

"Thank you Ditzy," he said with a pinch of agitation in his voiced. He took a step forward and shook hooves with Twilight Sparkle. "Twilight Sparkle I presume, I've read about what you and your friend did. Might I say it is truly an honor to meet one of the legendary heroes of Equestria in person." He then turned to the colt beside her and shook his hoof as well. "Pleasure to meet you, My name is The Doctor."

"The Doctor? Doctor who? Is there more to your name or is it just The Doctor?" Twilight asked.

"It's just The Doctor. Everyone calls me The Doctor. I quite don't know why. But I call me The Doctor too. Still don't know why. Anyways that isn't important. Right now though there is something I wish to speak with the two of you about." He stared at Coop as a little grin appeared under his nose. "Let's have a talk about giant robots."

Inside Twilight Sparkle's abode, Twilight, Ditzy, Coop and The Doctor were sitting in the living room where Coop had just finished explaining his story. Needless to say, The Doctor was a little taken back by what he and Ditzy just heard.

"So you're telling me that you were originally a human from another world?"

"Yup."

"And in your world you just happened to get your hands on a colossal war machine that you happened to find in the middle of a junkyard?"

"Hey, I didn't just find it. I paid two bucks for it."

"Right, a human happens to get acquire a destructive weapon, winds up traveling through dimensions to this planet where he is turned into a pony. And now you're living here in Ponyville, where you just happen to get into situations where you have to protect the town from all sorts of dangers."

"Pretty much," Coop replied, nodding his head to him.

"This all sounds like the sort of thing you'd see in a Saturday morning cartoon. But then again here we are, So what do I know. What I do want to know is, if you've been living here for this long already and nothing has gone wrong. And by that I mean nothing you apparently can't handle, then why did I wind up here? Why now? Why this exact moment in time? When I arrived and saw you fight against that hydra today."

Coop jerked his head back slightly. "Hydra? I didn't fight a hydra. The last time I dealt with one was two weeks ago."

The Doctor stared blankly back at him. "Two weeks? No. After I saw you in the forest, I popped into my ship and... No. So then if two weeks had already passed since then, it mustn't be you then. I was brought to this time for another reason."

"Excuse me, Doctor. What do you mean when you say 'brought back to this time'?" asked Twilight Sparkle.

Still a little concerned over his discovery, he shook his head and spoke. "Well, seeing as you and Coop have plenty of experience with otherworldly thing and have been so open to me and my assistant, I suppose it won't do any harm to tell you about myself. I'm an alien, who's done quite a bit of traveling. By a lot of traveling I mean in time. I'm a time traveler. An alien with a time machine."

"A time traveling alien? But you look like a regular pony," said Twilight.

"Yeah, It's a rather complicated story. Let's just say that I'm also like our friend Coop here. Just a traveler who happened to find his way into your dimension." He leaned forward on his wooden chair and looked over to the colt sitting to his right. "So, Coop, interesting name by the way, is it short for something?"

"Cooplowski."

"Right, sorry I asked. I can see why you prefer the nickname. Anyway, what say you giving me a guided tour of your ride eh?"

Now outside, The Doctor circled around and examined Megas. "I like your choice in color, and the flames are a nice touch. Judging by the look of it, I'd say you did it yourself."

"You've got a good eye on you Doc. It took me days but it turned out just perfect." Digging his muzzle into his red vest pocket, he pulled out his keys and dangled them in his mouth. "Sho, wanna take a look inshide?" Coop asked with the keys still in his mouth.

Inside hotrod cockpit, with hundreds of switches before him, The Doctor was absolutely fixated on the little dashboard ornament. "Look at the little thing, and she dances." he chuckled, prodding the little hula girl figure's skirt to make it sway.

"So Doc, what do you think?"

He took his eyes off the ornament and looked around the car. "It's a lot smaller on the inside then I imagined it would be. Especially for how big it is on the outside."

"Hey I don't see you with a giant robot of your own," Coop grumbled.

"Oh course not. Why would I need something so big and bulky when I have this," said The Doctor as he pulled out a little device from his mane.

"What's that, your ride?" Coop mockingly asked, staring at the little pen shaped device he held in his mouth.

"No." he said, placing the object into his hooves. "This is just a sonic screwdriver. Small portable and probably more useful than anything on this giant thing." Holding it carefully in his hooves, he pointing it out the window and shined a green light from it. Something suddenly crashed down to the right of them. The Doctor pointed over to the blue box that landed on Megas's shoulder. "Now that would be my ride."

Something on Megas's dashboard screen flickered in reaction to the box's appearance. The Doctor noticed it and leaned in to read what it said while Coop was busy trying to hold back from laughing at the blue phone booth. "What this, 'time drive'? Wait a minute, time drive! You mean this thing is capable of time travel?!"

Coop coughed, getting rid of any urge he had to laugh. "Well sorta. The time control device needed was broken beyond repair." His eyes started to shift left and right. "I had nothing to do with it. With it broken, I never ended up using it."

"Seeing what you can do in this thing, that's probably for the best," The Doctor whispered to himself.

Opening the car doors, they stepped out of the car, and headed over to The Doctor's ship. "Coop, allow me to introduce you to my ride, the Tardis."

"Fan of blue yourself I see. But, it's a phone booth. Kinda small for a ship."

Unlocking and opening the door, The Doctor let Coop step inside. "It may not be as big as your Megas on the outside, but on the inside… "

After taking a moment to look inside, Coop quickly stepped back outside. He circled around the Tardis and took one more look inside before he stepped out again. "Okay, now that's really cool. But I still think my Megas is still better."

"Is that so?" The Doctor asked with a gleam in his light grayish azure eyes.

What followed was a series of competitions between the two stallions. Both trying to one up the other's machine by showing off their abilities. Coop won when it came to camouflage with its wide array of various color schemes. But The Doctor took the time travel competition hands down. Megas's stereo system was unmatched, but was no match when it came to interior space compared to the Tardis. Not about to let himself be shown up, Coop prepared to launch some missiles for a display of firepower. A voice called out to the two of them, stopping Coop before he could hit the button to fire.

"Would you boys stop showing off your toys already?!" Twilight yelled from down below, with Ditzy standing beside her. "Overkill much Coop!" she shouted, as Megas had its arms raise and ready to fire.

"Maybe we should stop." The Doctor suggested, standing besides Coop as they looked down at one angry unicorn. He reached his hoof out to him. "Truce?"

"Truce," Coop answered, shaking his hoof. "Now let's get down there before she kills us."

"Just one moment, I need to get dressed, With all the craziness today I totally forgot I show up here with no clothes on." He quickly popped back inside and reappeared with a red bow tie around his neck. "There we are much better."

"That's it a bow tie?"

"Yes, that's it. Not like you have much on either," he said, point to Coop's red vest.

He looked down at his only scrap of clothes, and then looked back at The Doctor. "Point taken."

After rejoining with the girls below, The Doctor and Ditzy were saying their goodbyes and preparing to depart.

"Well it was nice to meet you two, but Ditzy and I must get going. We got loads to catch up on, and trouble to find, get into and possibly solve."

"It was nice of you visit," said Twilight as she walked them to the door.

As they stepped outside, Ditzy leaned closed to The Doctor and whispered to him. "Doctor, do you think it's a good Idea to leave that thing with him? I mean Twilight's told you about all the things that have happened since he came."

"Equestria has been put on the brink of destruction dozens of times. And yet you and all of Ponyville are still here, alive and well. He may not be the most competent human, well pony now. But I don't see any harm in him keeping that thing. That and I already tried maneuvering the bloody thing. Almost accidentally fired a rocket into town hall. Only he can fully control it. And besides Twilight and the other five heroes are also keeping an eye on him, so I'm sure it'll all be fine. Well then enough about that. Considering we're here and there doesn't appear to be any sign of trouble, what say we get something to eat."

Walking beside him, Ditzy's wings flapped with excitement. "Yeah! I could go for some muffins!"

"I knew you would be. Alright then, off to Sugarcube Corner."

The two of them headed off, with Coop and Twilight waving them off.

"Aaaaaaaaaaaah!"

Ditzy and the Doctor as well as Coop and Twilight turned to the direction of the scream. Along the pathway leading to the marketplace, they heard more screams and saw ponies flee from the area.

The Doctor started running to where the screams were coming from. "Come on Ditzy!"

"Let's go Coop!" Twilight shouted, galloping off to join the other two.

Arriving at the marketplace, nothing but the dozens of empty wooden sprawled throughout the place greeted them. Twilight and Ditzy couldn't shake the eerie feeling something was nearby as they watch drapes hanging from the shops sway in the wind. While the girls worried over something jumping out at any second, both colts couldn't hide the excited expression they wore on their faces. The Doctor moved further in, approaching a lump covered by a large mat.

He inched closer to it. "Now, what could possibly… be… here!" he yelled, yanking away the tarp. Twilight and Coop gasped as he unveiled a bucket of apples. "Ah, apples. It's alright everyone; it's only a bushel of apples,"

"Doctor!" Ditzy called out from across the shops.

Hearing his assistant, The Doctor along with Twilight and Coop galloped as fast as they could to find her.

"Over here!" Coop hollered, spotting Ditzy standing next to another pony.

Running up to her, The Doctor placed his hooves on her cheeks. "Ditzy are you hurt? Are you alright?" he asked, checking her forehead, eyes and mouth.

"I'm fine Doctor." She tilted her head to the left. "But I'm not the one you should be worrying about."

With their eyes still on Ditzy, the three in front of her slowly turned their heads to the direction she was pointing to. Coop and Twilight gasped, seeing that standing next to her was a pony made of stone with a terrified expression on its face.

The Doctor approached the statue. "Okay. This is odd." He started examining the rock pony; tapping his hoof against it, pulling out a stethoscope from his mane to check its pulse. He then pulled out his sonic screwdriver and shined its green light on the petrified pony. "Aha!" he said, looking at the top of his device. "She's fine."

Twilight raise her brow at his diagnosis. "Fine? Doctor, that doesn't look fine to me."

"Well not fine like you or me, but she's still alive. We need to figure out what did this to her if we want to help her."

"Well judging from the fact that this pony has been turned to stone, I'd say it was the work of a cockatrice." Twilight said, standing close to the statue to examine it.

"Guys, she wasn't the only one," said Coop.

The others turned and looked behind him to the dozens more of the grey stone ponies. They were sprawled throughout the marketplace; all of them had the same terrified expression. As they all looked out at the statues, something smashed through one of the stalls behind them.

"Grrruuuuuuuaaaaaaaaaa!"

"Monster!" Ditzy screamed, pointing to the creature that shattered the wooden stall. It stood there for a second, with bits of lumber bouncing off its solid stone body, before it started smashing through more of them.

"What is that thing? Is that a cockatrice?" Coop asked as they all watched the four legged beast run amok.

"No, I dunno what that thing is. Doctor, do you?" Ditzy asked, flinching from the deafening sound it made as it broke through the vendor stalls.

The Doctor gazed upon the rampaging creature with captivated eye. "That's impossible. It can't be. It's a Canis lupis macadam, otherwise known as a—"

"A Rockdog!" Twilight interrupted.

"A what?" Coop asked as he and Ditzy turned to her while The Doctor flashed a smile at her.

"Exactly! Well done Twilight, good to know a pony who knows her historical creatures."

She smiled back at him. "I'm just well learned, thank you very much Doctor. But what in Equestria is a Rockdog doing here? I mean how can one even be here? That's impossible." While they focused on the stone dog smashing through the stalls, the sounds of rumbling stones could be heard coming from behind them.

Coop turned and noticed a second Rockdog bashing through more stalls. "Uh Twilight, there's more than just one of those things."

The beast behind them noticed the four ponies. It hunched its back and it aimed its head towards them. They quickly leaped into one of the stalls, dodging the monster just as it came charging towards them. Dusting off his fur coat and fixing his bow, The Doctor and the others poked their heads over the top of the stall's shelf.

"You three stay here." He turned to the lavender unicorn. "Twilight, since you know about these creatures I'll leave it to you to fill these two in."

"That's fine Doctor, but where are you going?" she asked watching him hop over the counter.

"I'm going to have a closer look."

While The Doctor was out admiring the vicious beasts while they tore apart the market district, Coop and Ditzy were huddled in the stall while Twilight gave them a brief lesson on Rockdogs.

"Okay you two. Long ago, before Equestria was founded, Rockdogs packs roamed across the land. Big doglike creatures made of stone; they were feared for their ability to turn anything they touched into stone to feed off of the victim's energy. One day a mysterious illness wiped out the entire species and their fallen bodies ended up forming the mountains we see today. At least that's what the history books say about them."

Ditzy raised her hoof. "So if they are supposed to be extinct, what are they doing here?"

The doctor watched one of the creatures grab a petrified pony in its mouth and run off. He then made his way back to the stall. "No clue!" he shouted, jumping over the counter to join the two mares. "But the good news is these Rockdogs are only infants. Babies, just newly formed."

Ditzy watched one of the beasts, bigger than four ponies put together, smash into a building. "That's a baby?!"

"Well they tend to vary in size of course, but yes. And that's good news."

"Not that I doubt you Doctor, but how is that good news?" Twilight asked, joining him in watching the beasts as they continued to attack the town. He then backed away from the counter and started pacing around the small stall, with Ditzy following behind him.

"It means there's a mother out there, a momma Rockdog. One that will lead us to answers. Now all we need to do is find a way to get them to lead us to her." He turned, facing the girls. "And why are there only three of us in here?" Finishing his question, they felt a big crash outside.

"Take this you oversized garden statues!" Coop bellowed as Megas slammed down, picking up one of the creatures and punting it into the Everfree Forest. The Doctor stood below with Twilight and Ditzy, watching helplessly as the Rockdog pups were sent flying across the sky.

"No, no, no!" He frantically waved his hooves up the colt in the mech. "What are you doing?!"

Megas turned to face him, smashing up more shop stalls with its feet than the Rockdogs have. "Me? I'm stopping these things from wrecking the town."

"We can stop them without resorting to violence. Now shut that thing down before you cause anymore damage."

Coop looked down at him and paused. "Just a sec." Megas turned and launched a hail of laser fire down on the remaining Rockdogs. The blasts ripped holes through the soil, scaring them off while some carried off petrified ponies with them. "There. Now I just need to go save those ponies and—"

Coop stepped on the gas, but to his surprise Megas powered down. "Huh? What's going on?" He turned the ignition, but nothing happened. Sticking his head out the side, he noticed the tiny brown frame belonging to The Doctor standing on his robot's foot with a small green light shining close to his mouth. "What did you do?"

The Doctor spat his sonic screwdriver onto his hoof and looked up to him. "Sleep mode. Can't have you causing anymore damage." He jumped off the mech's foot, landing on the ground and started making his way out of town. "Even though it wasn't how I would have liked it, the Rockdogs are fleeing back home. Now let's see where they came from, shall we?" he said to Ditzy and Twilight.

"What about me?" Coop asked, still sitting up top.

"You? You can just wait here, take a breather. Let Megas's engines cool down while I go and figure out what's going on and how to fix it. And don't worry; sooner or later its main systems will be good as new. When it does start up, I'll need you to run a little errand for me."

Twilight, along with The Doctor and Ditzy, was carefully tracking the fleeing pack. Fortunately it wasn't hard, since they happened to leave a trail of giant paw prints in the soil. Still following the trail of prints and broken trees, The Doctor stopped for a moments to surveyed their surroundings.

"Everfree Forest, a lush, harsh wilderness. Uncontrolled by ponies and home to many mysterious, not to mention dangerous creatures."

"Uh huh," a rattling Ditzy answered, constantly looking over her shoulder.

Twilight was also looking around the trees, but unlike Ditzy, she was concerned with something else. "Yeah… you're right Doctor."

"You noticed it too Twilight Sparkle."

"No-no-noticed what, Doctor?" asked a teeth chattering Ditzy.

"Everfree Forest, a place where ponies fear to tread because of all the dangerous creatures inside, so… Where are all the creatures?" After scanning around the forest, he focused back onto the trail. "It seems the Rockdogs have been very busy."

Finally reaching a clearing, the band of ponies hid themselves behind a set of bushes and poked their heads through to see a lone Rockdog standing guard at the entrance to a cave. Others of its kind were constantly coming in and out. Those coming in were bringing their captured solidified prey. As The Doctor stared at the entrance, a ray of bright light a short distance away caught his attention.

Ditzy noticed him staring off in a daze. "Doctor, what's wrong?"

"Oh, Ditzy. It's, nothing. I just… I thought I saw something is all," he replied, shifting his attention back to the cave. "Right, they've led us to their cave as expected. We just need to find a way in without alerting them to our presence."

"I think I've got just the thing," said Twilight as her horn shined with a purple hue.

The Rockdog keeping guard noticed a bright flash of light coming from the bushes nearby. It growled as it made its way over, causing the ground to shake with each intimidating step of its paws. It snarled as it shoved its head through the shrub. Turning its head left and right, it found nothing. Snorting in disappointment, it turned around and headed back to its post by the cave entrance. Back behind the bush, The Doctor and Twilight breathed a sigh of relief while a small thud could be heard between them.

"That was close. But it looks like your invisibility spell worked brilliantly. Great job Twilight."

"Thank you Doctor. Now we just need to stay together. This spell is hard enough to do on just myself so having it cast on three ponies at the same time makes it harder to concentrate. We can't split too far apart from each other or it will wear off. Now where's Ditzy?"

"I distinctly remember hearing a thud as the Rockdog left, so my best guess is she's right…" He started checking the ground with his transparent hooves until he bumped into something. "Ah here we are." He started shaking the passed out see through pegasus. "Ditzy, Ditzy, wake up, we've got to keep moving."

"Am I a stone statue?" she asked in a daze.

"Not yet. You're still my cute, adorable, muffin loving assistant you've always been." He grunted, trying to get her back onto her feet. "Although judging by your weight, you had me doubting it for a bit. You really should think about cutting down on the muffins."

"Never!" she adamantly replied, quickly getting back onto her hooves.

"Guys, hurry up and let's go," said Twilight.

Tiptoeing across the opening, sticking close to each other, the three of them cautiously made their way inside. Twilight and Ditzy paused, standing a few feet away from the guard. The Doctor tugged Twilight onward which pulled Ditzy as well who was surprised by the sudden yank.

"Yeeep."

Hearing the small, high pitched cry, the Rockdog tilted its head down. Seeing nothing, it bent down to sniff. Frozen with fear, Ditzy dared not move. She held still as the creature's nose was just a few inches away. A second tug, this one more forceful, pulled her away from the creature and inside the cave where she landed and let out a long but silent sigh of relief. Twilight and Ditzy look back and saw that the Rockdog didn't notice them.

"Wow, I thought for sure that Rockdog was going to pick up you scent," Twilight whispered, helping her back onto her hooves.

"I know right? Since they're dogs, you'd think they have good noses," Ditzy murmured.

"That is a common misconception." The Doctor whispered as they continued making their way further inside. "Since you lot haven't seen a Rockdog in thousands of years and because they look like and them and have dog in their name, you assume they have the same anatomy and behavioral traits a dog would."

Twilight's ears perked up. "And how would you know they don't, Doctor?"

"Well, I've seen them before. And aside from the infants that do behave like dogs, which probably led to the misconceptions, Rockdogs are actually intelligent creatures. I had the not so pleasant pleasure of meeting one. A rather troublesome fellow who went by the name of Crunch." He couldn't help but smile as his mind briefly remember something in his past. "Oh that takes me back. How Luna and I ran for our lives. We had such a laugh."

Although no one could see it, Twilight stared at him with both eye brows narrowed. "But Doctor, Rockdogs existed thousands of years ago."

"I've got a very good memory."

"So Rockdogs aren't dogs at all?" Ditzy asked.

"Nope. In reality Rockdogs share nothing in common with actual dogs aside from appearance, well just not made of rocks. It's quite fascinating really, they're stone on the outside but inside their internal structure is—"

"Excuse me, Doctor."

"Yes, what? What is it Ditzy?" he said, slightly annoyed by his assistants interruption.

"I think we're here," she said, standing at the edge of an opening that led into a giant circular chamber.

He stepped inside and gazed upon the room. "Oh." Down below, he noticed hundreds of statues littering the base of the chamber. A thin layer of fog blanketed the floor, where hundreds of manticores, bears, timber wolves and various other forest creatures along with ponies stood frozen in stone. "This would explain why the forest was so vacant."

Twilight looked over to a pillar standing in the center of the room, gasping at what she saw on top. "Doctor, look over there, on the pillar. What is that?"

He scrunched his eyes to get a look, seeing a mass of black metal that stretched down from the top of the chamber to the top of the pillar, where the mass collected itself. The Doctor noticed something that sparked his interest.

"Come on you two. We need to get up there."

While the three of them were making their way through the field of statues, over in a different part of the Everfree Forest, the ground trembled as two earth ponies made their way through the trees aboard Megas.

"So this weird pony asked you to go to Zecora's?" asked Pinkie Pie.

Casually driving through the woods, Coop nodded to her. "Yup. He said to tell her about those rock dog thingies that attacked earlier."

Pinkie started rocking back in forth in the passenger seat. "I still can't believe I missed all that. I wonder what kind of rocks they were. I hope its rock candy."

"I wish. Anyways Pinkie, we're here."

Disembarking from the mech, Pinkie and Coop stepped towards the tree with tribal masks decorations hanging on it, clay pots hanging from vines on the branches and a door at the base of it. Pinkie began rapidly tapping on it.

"Zecora, hey Zecora are you home!"

The door opened and there stood the zebra they were looking for. "Oh Ms. Pie, it is just you. From those rumbles I thought it was…" She paused, noticing Coop standing behind her. "You!"

Coop stared back at the now agitated mare, nervously rubbing the back of his neck. "Hey Zecora. You still mad about the whole flipping your hut thing." There was an awkward silence between them. "I said I was sorry."

"As you should be, the cleanup took ages for me."

"I'm really sorry for that Zecora. But right now we need your help. There's this pony, he's called The Doctor and—"

"Oh no, not that colt! He's caused me more trouble then you have you dolt," she said with a huff as she walking back inside.

Coop and Pinkie followed her. "Please Zecora, I don't know what happened with you and him before, but Rockdogs have appeared and we need your help."

Hearing him mention the beasts, she stopped for a moment then strolled over to her shelves at the other end of her living room. "So what has that pony done, to make such dangerous creatures come? Turned to stone their victims will be, so he'll probably want me to make the remedy."

Pinkie and Coop stood back and watched as Zecora took one ingredients after another from her shelves. They observed her fast moving hooves, becoming dizzy as they moved lighting quick at work. With a plume of smoke rising from the bottle she poured her mixture in, Zecora tossed her finished work at them.

Catching it, Pinkie popped the cork and took a whiff. "Mmm, chocolate."

Zecora turned and pointed to the door. "Now go and use that on those turned to stone. While you go to The Doctor. I shall be making more of the cure here alone."

"Thank you Zecora," Pinkie said as she and Coop headed out the door.

Coop popped his head in through the doorway one last time. "And sorry again."

With their task completed and both of them back inside Megas, Pinkie and Coop strapped in and were about to head back to Ponyville. Before they took off, something brushing through the trees got their attention.

Pinkie Pie pressed her face against the window to see what it was. "Is that one of those rock doggy things you were talking about?"

"We'd better hurry back to town." Coop said as Megas took to the sky.

Down in the underground chamber, nothing but the sound of a pair of invisible wings belonging to Ditzy Doo could be heard flapped vigorously as she carried both The Doctor and Twilight up to the top of the pillar. Almost out of breath, she finally reached the top where her two passengers swung from her hooves and onto the platform.

As she landed alongside them, The Doctor extended one hoof to point towards a figure in front of them. "Ditzy, Twilight. Allow me to introduce you two to momma Rockdog."

What laid before them was the largest Rockdog yet, but something was wrong. The ominous looking metal was surrounding her body, causing her to moan in pain. The Doctor's eyes widened as he saw the creature's condition and how the mishmash of black circuitry was gripping her. He pulled out his sonic screwdriver, shining its green light to scan the creature then looked at the results. "This isn't right. This is terribly wrong."

"What is it Doctor? What's happening?" Twilight wondered, growing more concerned as she watched him run around the creature, continuing to scan her.

Over by the pillar's precipice, Ditzy peered down to see Rockdogs coming in. Each of them dropping off more petrified victims before running back out. The matriarch began to howl loudly in reaction to the newly brought statues. To their surprise, a Rockdog pup began to form from her stomach. Twilight and The Doctor watched in awe as it happened.

"Doctor, is she doing what I think she's doing."

Quickly making his way next to Twilight, he couldn't help but smile at the sight. "That is exactly what she's doing."

"What? What is she doing?" Ditzy asked trotting over to join them. Poking her head over The Doctor and Twilight's shoulders, she blushed at what she saw and lowered her head to hide behind the two of them.

The Doctor looked back to his assistant. "Oh come on Ditzy, you're old enough to know about this sort of thing."

"That doesn't mean I don't get embarrassed about it."

As the newborn's body finished forming, it jumped away from its mother and started frolicking a few feet away from her. The three ponies watched on as the infant clumsily ran about, admiring the innocent new life. Suddenly interrupting the peaceful moment was a pair of black cables that shot out of the mass encompassing the pup's mother. They reached out and ensnared the pup, which yelped and whined in terror as the coils tightened around its small body and started pulling the newborn into itself.

Ditzy ran over, grabbing hold of the Rockdog pup by its front paws and pulled as hard as she could. "Guys, help!"

Twilight and The Doctor joined in, grabbing hold of her by the waist and pulling as hard as they could. They pulled with everything they had, but no matter how hard they tugged, the puppy slipped further and further towards the mound of metal. One big yank from the cables caused Ditzy to lose her grip. With one last yelp the young creature vanished within the mass of scrap. The three watched in horror, hearing crunching noises coming from inside and then seeing a group of rocks being tossed out of it.

They watched as the group of stones, which only a few seconds ago was happily running about and so full of life, now plummeted lifelessly to the bottom of the chamber.

"Doctor, what just happened?" Twilight asked, turning to the colt that was scanning the pile of metal.

"It's this thing. It's has a bunch of tiny regenerative nanomachines living inside its highly adaptable alloy."

"What does that mean?" Ditzy asked with tear running down from her eye.

"Whatever this thing is, it's using the Rockdog matriarch. Force feeding her in order to create more Rockdogs." He turned, heading over to the edge of the pillar to look over to the collection of statues down below, where more Rockdogs could be seen dropping off additional victims. He then looked back to the two girls and pointed to the mass of metal. "In other words, that thing is farming Rockdogs. Now I just need to figure out why."

Now in Ponyville, Coop and Pinkie had their hooves full protecting the town from more of the stone clad pooches that had made their way there. Bashing away one that leapt up towards the cockpit, Megas was kicking and punching all over the place. Sending the invading creatures flying one after the other.

They came dropping down all over the place, crashing into houses, trees, wagons and shops. Trying not to hurt them as The Doctor wanted, and trying not to wreck the town as Twilight wanted, Coop was doing his best to send them all back into the forest.

"Watch your left! Punch your right, kick, jump, duck!"

With Pinkie as his navigator, Coop was effortlessly smacking away the seemingly endless horde. "I could do this all day. Come on, you guys got anything bigger I can smash?"

The duo continued making short work of the invading canines, preventing them from getting into town and gathering anymore ponies. While Coop focused on all the Rockdogs at Megas's feet, Pinkie Pie noticed something in the distance and pointed to it.

"What's that thing?"

Over by a large collection of the pack, a black colored pool arose from the soil. It expanded around the dogs, swallowing all of them within its reach inside of itself. Hundreds of rocks fell from the collection of metal as it grew in size and began form a body.

Recognizing the machine forming in the distance, Coop fell back into his chair. "That! No! It can't be!"

Pinkie looked over to her friend and noticed the distress in his expression caused by the thing in front of them. "Coop what is it? What is that thing?"

Coop just sat there. Silently watching the object take shape before them. Piinkie started to shake him.

"Coop, Coop! Come on; tell me what that thing is."

"It's, it's—"

The mass finished shaping itself. It now had a torso, a head, a set of arms, and a bug-like lower body with six legs. It stood as tall as Megas and its red eyes stared right at them.

"I am the R.E.G.I.S. Mark 5."

Still Inside the Rockdog cavern, the three ponies stepped back from the Rockdog matriarch as they heard the voice announce itself. With Ditzy and Twilight standing behind him, The Doctor stepped up to the collection of scrap that held the beast captive.

"Tell me, R.E.G.I.S. Does the stand for something?

"I am the Replicant Engineered for Galactic Infiltration and Sabotage Mark 5."

"What is it that you're doing here? Though judging by your name I already have a good guess as to what your purpose is."

"R.E.G.I.S. will destroy all."

Coop stared down the robot standing in front of him as it stated its purpose "Yeah, yeah. You said that the last time a faced you and I still whooped you're sorry butt. Though you still give me nightmares about all the Mega Slush machines being eaten. Thanks to them though I remember what stopped you last time." Coop looked over to his passenger. "Pinkie, know a way we can reach Rainbow Dash."

"I'm on it!" she shouted with a salute.

She reached up to the sun shield and flipped it open, revealing a button in the back. Pressing it, the dashboard compartment opened up and from it she picked out the microphone that was inside. Her voice echoed through Megas's speakers as she yelled into it. "Hey Rainbow Dash, we could really use your help over here!"

Coop couldn't help but stare at her. "Pinkie Pie, how'd you know that button would do that?"

She looked down at the microphone in her hooves then back at him. "I dunno. I just pressed it and hoped for the best."

"Works for me." Coop said, tightening his grip on the wheel and focusing on the robot in front of him. "Okay, while we wait for RD, I say we have some fun smacking this guy around."

He charged in, knocking away the dozens of Rockdogs at his feet as Megas ran over and punched R.E.G.I.S's face, knocking its head off. Megas kept up the offensive by landing more crumpling blows against it. Each attack dented and crumpled the robot down in size.

"Haaaaaaaaaaaaaaah!" Coop cried, losing himself in his barrage of attacks. Tossing R.E.G.I.S. into the bell tower.

Pinkie tapped on his shoulder, trying to get his attention. "Uh Coop."

"Huuwaaaah!" he hollered as Megas elbow dropped onto the crumbled up scrap ball. flattening it and a bunch of nearby wagons. A laser blaster popped out from Megas's arms and Coop started to open fire with it. A number of shots missed the stationary ball, hitting a couple of heavily worn down homes that were gated off and labeled, "Scheduled for demolished anyways".

"Coop!" Rainbow Dash shouted.

The colt turned his head to the back seat and noticed the rainbow maned pegasus lying back across the cushioned chairs. "Rainbow Dash, when'd you get here?"

"Oh just before you landed the first punch, by the way that was awesome. So I thought I'd let you have some fun." She's got up and pointed over to the R.E.G.I.S. ball. "So, that big thing is what you needed help with. Seeing how you just thrashed the heck out of it, I don't think you need me anymore."

"Actually Rainbow, what I need is enough clouds to cover up sky."

She got up on her hooves and stretched her wings. "Seriously? Is that all? This is just like last time. Okay, one cloudy day coming right up." Coop opened the sun roof and Rainbow Dash flew off.

As the sunroof closed back up Pinkie looked over to the colt at the wheel. "Hey Coop, why do we need the clouds if you already beat the bad guy?"

As Pinkie and Coop watched Rainbow fly off, an arm reached out from the mashed up ball to try and catch her. Missing the pony, it reached out and grabbed hold of a Rockdog. Pulling the beast inside, it grew in size and then reached out for more.

"Oh, that's why."

As the ball reformed itself, standing to face Megas, another one formed behind it. From the new copy, one another after another emerged until Coop and Pinkie were now facing an army of the black machines.

Its voice echoed from all the copies of itself. "Foolish life forms, there is no stopping the R.E.G.I.S. Mark 5. You and this entire insignificant planet shall be vaporized by R.E.G.I.S., which will destroy all."

The Doctor faced the R.E.G.I.S. blob before him. "So, you're just Mr. big bad robot wanting to eliminate all life, is that it? An evil machine and all it wants to do is destroy? A bit cliché, don't you thing? If you're so powerful like you keep saying say, why all this then? Why hide down here to farm Rockdogs? I can't Imagine your just doing it to try and bring back the species."

A glass orb appeared in the mass above the capture Rockdog and a red light shining from it, looking down at The Doctor. "The R.E.G.I.S. hides from no one."

"'Hides from no one', right. What do you all call this then? Seems to me like you're harvesting these creatures, why? Why Rockdogs. And why are you staring straight at me." He turned to face the unicorn and pegasus behind him. "Uh Twilight, can you and Ditzy see me?"

Both girls turned the heads down to him and slowly nodded. "Yes Doctor."

"And I can see the two of you just fine. So that means… " He slowly rotated back to R.E.G.I.S. who continued to stare straight at them. The red light flashed as small bug like creatures emerged from its body. "Yes, well you can see us, just simple ponies. Probably nothing for you to fear right? But if you're as smart as you say you are powerful, I have one suggestion." He noticed the drone advancing towards them. "Run!" He turned and started galloping. "I meant us girls, run!" he said in a squeaky voice as he grabbed the girls by their hooves, leading them to the edge of the pillar and jumped. They started plummeting down. "Ditzy, spread your wings, fly!"

"What? Oh right. Okay Doctor!" Her feathery grey wings opened up; halting their vertical decent and gliding them across the giant clearing towards the opening they came from.

Holding on tightly to The Doctor's back hooves as he dangled onto Ditzy's, Twilight looked back to see the group of little R.E.G.I.S. bugs crawling down the rock-face and headed for them. Clearing the forest of statues below, they crashed landed at the tunnel entrance.

"Go, go, go!" The Doctor shouted as they got back on their hooves and made their escape up the tunnel. The clicking metallic footsteps echoed behind them as they galloped towards the surface. While they fled from crawling creatures, hundreds of Rockdogs were also making their way out of the tunnels and ran alongside them.

"Doctor, where are they all going?" asked Ditzy.

Twilight, noticed something odd as they ran alongside the heard. "And why aren't they going after us?

"I dunno. Maybe they're being called somewhere." He looked back and saw a straggling Rockdog get engulfed by the swarm of creatures. "Or maybe they're just running too."

Reaching the end of the tunnel, Twilight turned to face the entrance while the other kept on running.

The Doctor noticed the unicorn, and stopped a few feet away from her. "Twilight, what are you doing?!"

"We can't let those things get outside." Her horn glowed as a purple aura of magic appeared around the rim of the cave entrance. "Ngggh! It won't budge." Still trying her best to shut the entrance, the drones reached the opening.

"Twilight, get out of there!"

Making their way out, one of the creatures lunged at her.

"Aaaaaaaah!" she screamed, shielding her face.

Twilight was suddenly knocked back into Ditzy and The Doctor as a metal blue arm came crashing down, crushing every drone in front of them and burying the tunnel entrance.

"Coop?" Twilight said, rushing over to the head of the bot, with the other behind her to see the smiling face of a pink pony greet them.

"Hey Twilight, hey Ditzy. Who's you're friend?"

Rainbow Dash shoved her head in front of Pinkie's from the backseat. "Never mind that, just get in!"

It was a tight squeeze as Twilight, Ditzy, Rainbow and The Doctor now sat in the back seat. Pinkie Pie, sitting in the passenger seat, turned to face them.

"So what have you guys been up to?"

The Doctor pushed his ways through the sets of heads to talk. "Oh just discovering a psychotic computer menace bent on destroying the planet and all life on it. So same old, same old. How bout you two?"

"Huh, that's funny. We were doing the same thing," Coop said, looking back at him.

As Megas sat up and back onto its feet, Twilight, Ditzy and The Doctor gazed out the windshield and got a look at a massive version of the bugs that were after them, only it had an upper torso and was a lot bigger. They looked behind it and noticed more of the giants, slowly making their way towards them.

The Doctor patted his hoof against the front seats. "Right then. If we want to stop the R.E.G.I.S. I'll need to know everything we know about it. So, what do we know about it."

"They eat Rockdogs."

"Right Twilight, anything else?"

"Their tough."

"Good Rainbow, what else?"

"Their creepy look," Ditzy and Pinkie said together.

"Okay."

"Their solar powered."

"Right, solar… powered?" The Doctor slowly looked to the colt up front. "Coop how'd you figured that out."

"Oh right, I forgot to mention. I've fought this chump before."

Twilight closed her eyes, rubbed her face and sighed. "Why am I not surprised."

The Doctor poked his head out the open window to see a cloudy sky with not a ray of sunshine anywhere. "If those things are powered by sunlight, why aren't they shutting down then? I mean it's completely cloudy, you can't even see the sun."

"Nice job by the way," Coop said to Rainbow in the back who nodded her head down to him in response. The Doctor continued.

"Yes well, as I was saying. They may have some reserve energy, but what they're doing now should be eating right through it all. So why haven't they shut down already."

"Yeah, you see the thing about that…" Rainbow said, pointing her hoof to the one standing in front of them.

Jutting out of its shoulders were two Rockdog heads. The creatures howled and barked, living fixtures on the robot's body. The R.E.G.I.S. copies making their way over also had Rockdog embedded in them. With their head barking and howling, poking out like warts all over their bodies.

"Why do they have those things sticking out of them? I thought they ate them." asked Ditzy.

The Doctor looked on as the robot in front of them swung its fist. Grabbing the wheel and his controller, Coop managed to block in time. The Doctor continued observing, focusing on the snarling beasts on its shoulder. Then an Idea came to him.

"That's it!" he shouted.

All the mares on board turned their heads to him.

"What's it?" asked Twilight.

"Now Twilight, Ditzy. Do you two remember what I told you about Rockdog anatomy while we were traveling down the cave?"

"Nope." Ditzy bluntly answered.

"Oh that's right. You don't because I never got the chance to tell you. But if I had, I'd have told you that a Rockdog's anatomy is nothing like that of a regular dog. Underneath its hard rock exterior shell aren't any muscles, bones or organs, but instead is a very precious metal. That would explain why the R.E.G.I.S. is farming Rockdogs for itself. To use the metal in their bodies so the nanites can rebuild its own." He looked over to the stallion still turning the wheel, holding back the attacking machine. "Now Coop, you mentioned that the R.E.G.I.S. is solar powered."

"Yeah," he grunted, the steering wheel shaking in his hooves as Megas was rocked with each blocked punch.

"That precious metal inside the Rockdogs exudes a weak form of electromagnetic radiation, similar to that of the sun. That's why they preferred living near volcanoes, or other places with extremely hot temperatures. So that means—"

"The R.E.G.I.S. is using Rockdogs as an alternative energy source!" Twilight concluded. The Doctor looked over to her and gave her an acknowledging wink.

"Always good to see a pony who's quick on the uptake."

Rainbow Dash rolled her eyes at her. "Psssh, egghead."

"Oy! Now be nice, I happen to like a good egghead." The Doctor replied. Twilight couldn't help but smile at him for that.

Ditzy pushed her head forward to join in on the conversation. "So what can we do now?"

They looked out the front window, seeing Coop clashing fists with R.E.G.I.S. while the others were closing in. Then they looked back to The Doctor.

"Okay, I have two Ideas, one you probably won't like and the other isn't my personal favorite."

"Well hurry up and tell us already! If you hadn't noticed, we don't have much time!" Rainbow shouted.

"First option, we fall back and think of a strategy."

Rainbow furrowed her brow at him. "You mean run away?"

"Yes, but it sound bad when you say it like that. Now, the second option…" He lowered his head down.

The ponies around him leaned in close, waiting for the second option. "Yes Doctor? What is it?" asked Ditzy.

He sighed, rubbing his hooves across his face. "The second option is we go back to the nest where the mother is and destroy her. Newborn Rockdog pups are telepathically linked to their mother. The energy in their bodies is still too weak to survive on their own so they remain linked to their mother until they're strong enough to live on their own. If something happens to her, then they won't survive."

Everyone went silent, only the sounds of Megas's engine revving and the crunches of metal slamming could be heard. Still fighting, Coop peered to the depressed group through his rearview mirror.

"Yo Doc, you said something about those things being use for energy. Sorta like a battery, right?"

A smile suddenly came across The Doctor's face. He lifted his head and looked at Coop. "That's right. Just like a battery inside of something that doesn't want to come out. And how do most people take a battery out of a device?"

Coop, with both hooves on the wheel, stepped on the gas. Megas's fists went hurtling forwards smashing into R.E.G.I.S.'s shoulders. "Sometimes you just gotta smack em loose!"

There was a loud clang from the two Rockdogs inside being knocked out. With two gaping holes where its shoulders would be, the machine stood there for a few seconds before crumpling to pieces on the ground. Everyone poked their heads out the windows and stared down, waiting to see if it would regenerate.

Coop turned and gave a little smirk to The Doctor. "And you say I'd only cause more damage."

"That's only because we're miles away from the town. Anyway, if we can keep knocking the Rockdogs out of them, we just may be able to disable the R.E.G.I.S."

Still looking down at the pile of metal, Ditzy Doo noticed a couple of Rockdogs jumping into the collection of scrap. "Uh everypony…" she said, trying to get their attention. But the others were too busy listening to The Doctor.

"Right then, Coop you just aim for the Rockdogs and that should take care of it."

"Guys!" Ditzy yelled, spreading her wings as she stared at them.

They all faced her, but the large figure that started rising behind her drew their attention more. Before she said a word, judging by the looks in their eyes and where they were staring at, it was obvious they already knew what she was going to say. The reformed R.E.G.I.S.'s uppercut decked Megas. Everyone on board, now lying on their back, groaned from the jolt caused by the punch and subsequent fall.

"Everyone alright?"

They all answered Rainbow Dash with simple nods and affirming hums.

In the passenger seat, Pinkie Pie was rubbing her head. "What happened? I thought that thing fell to pieces and didn't get back up."

Ditzy leaned up from her horizontal seat. "I saw some Rockdogs jumping back into the pile. After that, it started to grow again."

"So if we knock them out of those monsters and they'll just run back in? How the hay are we gonna stop them then?!" Rainbow shouted.

"Doctor, you said that the Rockdog pups are telepathically connected with their mother. So doesn't that mean she can send messages to her children?"

He stared at Twilight and a big grin emerged on his face. "So we just need to interrupt the signal or, if that's not possible, have her direct her children elsewhere. Twilight, that's brilliant." He pushed his way through the mares in the back as he went and opened the car door.

Ditzy, refocusing her eye, looked to the disembarking colt. "Doctor, where are you going?"

"Didn't we just go over this? We need something to interrupt the Rockdog mother's telepathic link with her children. That way they won't keep going back into the R.E.G.I.S."

She made her way out as well. "I'm coming with you."

"Me too," Twilight said, joining her. "But how do we get back in? The entrance was closed when Megas fell on it."

"Need an entrance?" Megas turned around and with the simple push of a button, Coop punched through, reopening the tunnel. "There you go."

The three of them made their way down Megas's arm and into the cave. Rainbow also got out of the car and flew alongside them.

"I'm coming too!"

Twilight shook her head."No Rainbow Dash, I need you to stay up here with Pinkie Pie and Coop. We need someone up here who can keep the cloud layer intact just in case."

Running by her side, The Doctor nodded in agreement. "Twilight's right. While we're making our way down, Coop'll be fighting against R.E.G.S. And with the Rockdogs still jumping in and reviving the fallen, he'll need all the help he can get. And what greater pony to help then the fastest, toughest and bravest pony in Ponyville?"

"More like all of Equestria," she said, turning her nose up.

"Perfect then, you stay here and help."

She flashed them both a confident smile and nodded before she flew back up. With the trio making their way safely inside, the three ponies outside readied themselves to fight. Megas stood waiting as the whole forest rumbled more and more from the titanic footsteps of the swarm that was approaching.

The army all said the same thing. "There's no hope. Your vehicle shall be destroyed and your planet converted to atoms."

Coop glared back at them. "Yeah, 'destroyed', I got it. We'll just see about that."

Megas charged, tackling its way through mob. Chunks of metal as well as Rockdogs bounced off the waxed metal coat of Megas's chassis as it bulldozed through. Under the grey skies, it seemed as though it was raining metal as every robot they ran into shattered into tiny pieces that littered the area. Making their way to the center of the crowd, Megas stuck its arms out. The tip of its fingers opened up and rained down laser fire in every direction.

Seeing one of them grab his bot's hand, Coop hit the back trigger on his controller which caused Megas to twist its wrist, grabbing onto the bot and swing it round in circles. They spun around, lopping off the upper half of any R.E.G.I.S. copies nearby, freeing more of the pebble pups.

Rockdogs, knocked out of their prisons, were making their way back. But before they could leap into the heaps of metal, a streak of colors flew by and bashed them away. The force that struck them stopped and hovered just above their heads.

"Hey Rock mutts, betcha can't catch me!" Rainbow Dash hollered, sticking her tongue out while making googly eyes at them. The dogs growled and started chasing after her. "I'll keep these guys busy. Coop, you just keep tearing those things apart!"

Seeing the rainbow streak leading the Rockdogs away, Coop put his focus on the army surrounding Pinkie and him. A group jumped at them and came crashing on top of them like a black wave. Buried underneath all of them, with his engine working overtime, Coop hoisted them above his head and tossed them away. Inside the cockpit, the two earth ponies were going crazy, pressing dozens of buttons around them.

"Hit this one and this one here and that one over there and this."

With each new button being pressed inside, dozens of weapons were being aimed for the legion of R.E.G.I.S.s. Hatch after hatch opened and from them more cannon, lasers, blaster and guns popped out and were ready to fire. Pointing to a big red button in the middle of them, Coop looked over to his co-pilot.

"All yours Pinkie."

"Yeah!" she shouted as her pink hoof slammed down, scattering a barrage of projectiles everywhere. Explosions were going off all around them. The R.E.G.I.S. clones were blowing up left and right with Rockdogs dropping to the ground.

"Whoa!" Rainbow cried out, swerving left and right to avoiding the oncoming rockets, bullets and other things that Megas fired. "Hey I'm down here too you know!" she hollered out as chunks of the menacing army dropped all around her along with the stone pups she was collecting. "Alright Rainbow, let's walk some more dogs!" She sped by, smacking Rockdogs as the landed and drew their attention.

While the rumble from the chaotic battle progressed outside, back inside the cave, The Doctor and company had infiltrated the inner chamber once again.

With her wings working over time, Ditzy landed them atop the pillar where the Rockdog mother lay. "So what do we do now?" she asked as her two passenger hopped onto the platform.

Heading over to the incapacitated Rockdog, The Doctor placed his hoof on her chest, feeling it slowly rise and fall as she took gradual breaths. He looked into her eyes.

"You poor beauty, you've been through so much. Can you even understand what I'm saying anymore?"

Twilight watched on as he spoke to the creature. "Doctor, what are you—"

"Yes…" a soft but raspy voice faintly replied.

"What?" Twilight said, stepping back in shock and staring at the creature the just spoke. "It can talk?"

"Of course it can talk." The Doctor calmly replied. "What did you expect? They aren't dogs after all. Remember how I told you about Crush, nasty fellow, but he could talk. Besides lots of creature talk in Equestria, why is this so surprising?"

"Well it wasn't mentioned in any books I've ever read, so I just assumed they couldn't."

The Doctor couldn't help but chuckle to himself. "Heh, That kinda thinking reminds me of the humans." he moved next to the Rockdog's head and knelt down to her eye level. "Tell me, what is your name?"

"Ginafang" she weakly responded.

He gently patted her head. "Hello Ginafang, that's a very lovely name by the way. I'm The Doctor."

"Doctor? Are you here to help me?" she asked, trying to lift her head up.

He placed his hoof on her cheek and softly pushed her head back down. "No, no, no. Don't force yourself. Yes, I'm here to help you Ginafang. Do you mind if I call you Gina for short?"

She closed her eyes and softly shook her head.

"Good. Now Gina, could you tell me what happened? Could you tell me how you wound up here?"

Her rocky body cracked and rumbled as she breathed deeply to sigh. "I don't remember much."

"There's got to be something, anything at all." He said rubbing her cheek. "The slightest bit of information can help me help you."

"I remember hunting; chasing after my prey. I ran after it through the desert plains of my home. And that's when I came upon a crack."

Twilight Sparkle stepped up, joining The Doctor's side. "You mean like a hole in the ground? Did you fall into it?"

Gina shook her head. "No. The crack was not on the ground, but in the air."

"What? What do you mean in the air?" she asked leaning her head in closer.

"I… I don't know. It was just there in midair. A big crack of light."

The Doctor's ears perked up upon hearing her say that. "A crack of light in the air…" He furrowed his brows and placed a hoof on his chin. "So, what did you do after you found it?"

"I was curious; I had never seen anything like it in my life, so I walked up close to investigate. All I can remember about that is everything went white."

Ditzy, who was keeping lookout over the edge of the pillar, joined the others, intrigued by Gina's story. Twilight, struggling to understand what she was hearing, turned her head to the stallion on her right who appeared to be deep in thought with his eye closed. He opened them, placing his hoof back on the ground.

"Is that all you remember?"

Gina stared blankly into the distance. "No, I do remember. I remember what happened after I fought my way out of the light. I was in a strange forest, with trees and leaves I had never seen before. I started to check my surrounding." She tilted her head to point at the mass of metal surrounding her body. "And that's when this thing latched itself onto me. It was tiny, so I didn't pay it any attention and went off to explore. After capturing some strange creatures to feed on, I felt this strange presence inside me." She started to shiver. "I was scared. I tried to fight it, but there was nothing I could do. I lost control of my body and then everything went black. When I woke up, I found myself where I am now, trapped inside this strange black rock."

The Doctor embraced her. "I'm sorry, I truly am. You were never supposed to be here. You've traveled very far from home. That crack you mentioned, well it is a crack. But, it's a crack in time. One that linked your time and this one together. Normally anything that slips into one is lost forever, never to be seen again." He smiled, rubbing her head. "But you, Gina. Incredible Gina. You actually fought it and came out the other side. Unfortunately what awaited you on the other side was a parasite, one that latched on to you. And instead of simply feeding off of you, it used you. Controlling you to create more to for it to feed on." He looked up to the hanging piece of metal holding Gina in place. "And now it has enough to do what it wants."

Ginafang's terror stricken eyes up to the thing possessing her. "And what is that, Doctor?"

R.E.G.I.S.'s voice echoed throughout the cave. "To destroy all!"

The three ponies stepped back and stared up at the metal stalactite. The Doctor turned his head back to the ensnared creature. "Now Gina, listen to me. I want to rescue you, but I need you to fight."

She groaned in pain. "I can't. Doctor, it hurts too much."

"Yes you can! You can help with your children. You're still connected to them! Send them a message! Tell them to stop jumping back into R.E.G.I.S.; to stop jumping back into the darkness. Without your kids it can't do anything!"

The cave rumbled from explosions going off outside.

"Do you hear that? Those are my friends outside, fighting to stop this thing. But we need your help. We can save you and your children, but you've got to try and fight."

She nodded, closing her rock laced eyelids tightly and focusing on what she needed to do.

The surrounding forest was now a warzone. Flying her way through the ruins of the forest below the brawling titans, Rainbow Dash dodged uprooted or burning trees, risen portions of earth, and the occasion falling Megas or R.E.G.I.S. Using all her speed and agility, she pummeled Rockdogs left and right, with the thundering paw steps of the beasts staying right behind her and wreaking everything in their path.

Up above her, the clangs and crunches of steel echoed as her friends continued facing off against the endless horde.

"Man, there's no end to these guys!"

"We've got to keep going, Coop. Twilight and the others need us to keep these guys busy. Who knows, they might be doing something right now that will stop all this."

Just as Pinkie Pie finished saying that, something was happening to the R.E.G.I.S. duplicates. They started to fall apart as their Rockdogs broke free from their bodies.

"See."

They watched as silhouettes in the distance were vanishing. Some of the R.E.G.I.S. clones reached out; catching their escaping batteries and forced them back inside. The mass of fleeing canine boulders flowed like a river down the battlefield, weaving their way around the dark scrap piles and doing their best to dodge the claws of the former keeper.

"Hey! Where are you all going?!" Rainbow yelled, seeing her heard break away from her to join the others in heading to the cave. "I guess they must have done something down there."

In the damp, dark cavern, the ponies were struggling to keep their footing from the rumbling. Clumps of rocks and dirt fell from the ceiling as the hundreds of paws steps headed their way.

"Gina! What's happening? What did you do?" The Doctor asked as he and the two mares with him stared towards the tunnel.

"I did it Doctor, My children have heard me. They are coming to me."

Ditzy stared down to see the creatures file in, filling in the gaps of the forest of statues.

"Fools! Your attempt to remove my energy supply will prove futile. R.E.G.I.S. can not be stopped."

Ginafang howled in agony as the metal imprisoning her tightened its grip.

"You shall all be turned to dust as R.E.G.I.S. razes this world. I will devour the very essence of this planet. All will fall before the—"

The green light from The Doctor's sonic screwdriver shined brightly as he pointed it with his mouth towards the talkative clump, muting it.

"Oh shut it you."

Behind him, Twilight and Ditzy were covering their ears from the ear splitting whine coming from the little device. The pile of metal began to fluctuate widely from his device.

"What's the matter? Do those little nanites of yours not like my sonic screwdriver?"

Weakened by The Doctor's tool and its power already strained from controlling the army outside, its grip on Gina weakened. Feeling her binds loosening, she fought against it. She crawled her way out and positioned herself behind the Twilight, Ditzy and The Doctor.

The Doctor walked up to the scrap heap that now resembled a puddle. "What's that matter, not going to shape yourself into something? Or are you trying to conserve what little energy you have left?"

"So is that it? It's over?" Twilight asked.

"Pathetic life forms, to feeble minded to realize your folly." R.E.G.I.S. said, slowly slithering its way to the edge of the pillar."

"What's that?" Twilight asked, growling at the puddle of metal. Her eyes widened, seeing the puddle leaning over the edge of the pillar. She and The Doctor both lunged to try and stop it as it dropped over the edge.

"I have all the energy I require down here."

Ditzy swooped down, catching it on her hooves. But the R.E.G.I.S. puddle slipped through them like water and fell down to the sea of Rockdogs below. With Ditzy flying back up to join them, the four on the pillar looked over the edge. Down where the thousands of dogs were, a black liquid like entity emerged and started to quickly expand.

Gina fell back in pain, convulsing wildly. Her violent movements made it impossible for the others to get anywhere near her.

"Doctor! My children! They cry out to me!"

The floor below was soon covered in charcoal colored liquid metal. The barks and howls of the thousands of Rockdogs below fell silent, all that remained was an ocean of metal that surrounded the pillar.

"Now you understand. Nothing can stop the glory that is the R.E.G.I.S. Mark 5!"

"Now what do we do?" Ditzy asked.

Twilight looked to the stallion at her side."Got any ideas Doctor?"

"Just one," he said, turning his head in the air with his sonic screwdriver in mouth. The tip began to flicker and the familiar grinding sound of his Tardis could be heard appearing above their heads.

"There it is!" the R.E.G.I.S. stated.

The ponies on the pillar gasped in horror as an arm reached from the sea of metal. Just a few feet away from the blue phone booth, the dark claw was suddenly knocked away when a large blue frame crashed through the ceiling and smashed it into pieces. Twilight couldn't help but smile as she recognized Megas's paintjob poking through the hole in the ceiling.

The Doctor turned his head to the unicorn. "Twilight, does he always show up like that?"

"Yeah, but mostly it's just luck."

"Well lucky for us then," said Ditzy

Megas's open palm dropped down on the pillar. Pinkie Pie poked her head out the side window and waved to them. "Hop on!"

As they were being lifted away, rising from out of the chamber, they saw the pillar they were just on destroyed by the ocean of metal surround it. Inside his car, Coop noticed the extra passenger and pointed towards Ginafang.

"Who's that?"

"A friend," Twilight answered.

With the group safely above the surface, Megas jumped back just in time as the collection of metal shot out from the hole like a geyser. As they moved back, The Doctor noticed the familiar glistening light he saw earlier by the cave's entrance in the distance

"Coop, bring us down over there," he said, pointing to a spot in the distance.

Ditzy squinted over to where he was pointing to. "What's over there Doctor?"

"I'm not sure yet. But If my guess is right, it may be related to all of this."

While they went to his requested location, the stream of metal slithered its way around the forest, collecting the scraps of its fallen copies to grow in size.

Ungracefully landing with a crash that blew away the nearby trees. Megas landed with The Tardis following right behind it. Coop winced, seeing his friends on his robot's palm fall over from the rough landing.

Knocked on her stomach from the rough landing Twilight looked up at the red hotrod. "You could at least try to land gently Coop.

"Sorry bout that guys. At least I got us here, right?" he said, carefully lowering them to the ground

First to disembark, The Doctor quickly ran around and started investigating the area with his screwdriver in mouth, which made varying degrees of sound as he pointed it everywhere.

"Where is here anyway?" Twilight asked, jumping off the metal palm to join Ditzy and Gina in watching him. "Excuse me Doctor, what are you doing?"

He never looked back at her; he simply kept running from damaged trees, to rocks and other pieces of rubble that were scattered around. "There's something here, something in this spot that shouldn't be here." He turned and looked at Ginafang. "That something is probably what brought you here."

While he continued searching, a loud crash went off behind them. Startled by the boom, they looked behind them to see a larger R.E.G.I.S than before trying to crush Megas with a fist that was twice the size of it.

"The R.E.G.I.S. Mark 5 cannot be stopped! You can not hope to stand up against the superior abilities of R.E.G.I.S."

While the two mares and Rockdog watched Coop, Pinkie and Rainbow Dash struggle against the behemoth, The Doctor picked up something on his device. The pinging his tool made increased in pitch and volume. He stopped at a point where the device made the loudest noise, pointed his tool directly at it and shined its light. A faint glimmer of light appeared before him. Soon the illumination split open into a crack.

"So that's where you were hiding." he said to himself, staring at the rupture. "Now the question is, how did you get here?"

"Doctor, watch out!"

He stood there, too focused on the anomaly before him to hear the girls yelling at him from behind. The force from Megas as it fell right in front of him knocked The Doctor back a few feet and laying him on his back.

Ditzy ran ahead of everyone. "Doctor, Doctor are you alright?" she asked, helping him get back up.

Sitting up, The Doctor noticed his screwdriver on the ground, reacting to something that wasn't the crack in the air. Following the tip of his device, he saw that it was pointing to Megas.

He suddenly remembered something from earlier, when he was aboard the fallen mech. "What this, 'time drive'? Wait a minute, time drive! You mean this thing is capable of time travel?" He looked past the crack, towards Megas. "That's it!"

The girls stared at him, tilting their heads. "What's it?" They asked simultaneously.

He looked at them, pointing to the crack. "Gina, this is the crack of light you came out of!"

The girls watched on as a confident grin emerged on his face. He then pointed a hoof to Twilight.

"Ms. Sparkle, about two weeks ago you and our robot piloting friend back there," he said, jerking his head to point to Megas who was still grappling with R.E.G.I.S. "fought off a hydra in this exact spot."

Twilight looked over the area and noticed a familiar bulletin board that was worse for wear then she remembered. "Yes, it was right here. But wait, how did you know that?"

"I was there." His eyes shifted to Ditzy Doo. "After seeing that, I decided to head to Ponyville to investigate. Unfortunately I arrived two weeks late." His eyes shifted again, this time looking at Gina. "Somewhere during that time, you arrived and subsequently captured. Since then you were forced to provide the R.E.G.I.S. with the supplies it needed. Back during my little visit with Twilight and Coop, I learned that the Megas can also time travel. Except that it's missing its control unit. Without that, it's just spewing temporal residue all over the place."

"Are we in danger?"

"Not to worry Twilight, it's perfectly harmless. Unless there happens to be something around that can tear into the time stream to react with it."

"What does that mean?"

"Okay, imagine a frozen lake with a crack in it. If left alone, nothing will happen. But if you hit it again with the right force it'll shatter, opening a path into the water."

"So that's what this is? A crack in thin ice?" said Ditzy.

"Not at all. But if it helps you understand, then yes, think of it like that. And the thing that caused the ice to crack is—"

"The Tardis," Ditzy commented.

He pointed his hoof at her. "Correct,"

"That's great and all, but how does that help us stop R.E.G.I.S.?" asked Twilight Sparkle, watching the two brawling giants.

"Right I was getting to that part. Now that I know what we're dealing with, I can fix it."

While the explosive fight was still going on in the background, The Doctor stepped up to Ginafang. gently smiling at her while he rubbed her head. "It's time for you to go home."

The Rockdog stared into his eyes, then to the crack of light, then up towards the R.E.G.I.S. "But Doctor, what about my children? They are still in that monster."

Seeing Megas land a left and right hook, The Doctor looked up to the grey skies. "He's absorbed most of them to build up his body. But you're right. There's still some of your children trapped inside, being used to power it. That's why I need you to go back. With you gone, their link to you will be broken and their energy will weaken."

"But then my children will parish!"

He frowned. "You're right; after the link is broken they'll only last about a few minutes on their own." His expression suddenly changed as he smiled at her. "That's why we're going to make those minute counts," he said, winking at her. The Doctor looked over to Twilight and Ditzy. "Alright you two, here's the plan."

Up aboard the Megas, the radio turned on.

"Attention, Coop. Can you hear me?"

"Loud and clear Doc, but I'm kinda busy."

On the ground The Doctor moved his sonic screwdriver away from his mouth and looked over to Twilight. "Is he always going to call that?"

Twilight waved her hooves at him to continue talking.

He went back to talking into his tool. "Sorry but I need you to listen. I've got a plan."

Thanks to Twilight's teleportation magic, everyone was now in position and waiting. The girls were standing outside with Gina just a few feet away from the crack, while Coop and The Doctor were aboard Megas.

"I thought you didn't like machines like this, Doc?" Coop asked while he blocked another of R.E.G.I.S.'s punches.

"That's rubbish, I never said that. It not the machine I hate, it's what their pilots and creators do with them that makes me hate them so much."

"So…What do you think about me then?"

He stared at colt to his left for a moment. "You may be a walking wreaking ball inside this thing. But, you've still managed to save everyone time and again. And I like you for it. Plus, I always wanted to get a chance to drive one of these things."

Coop looked back at him with a grin. "Well then here's your chance."

Still holding R.E.G.I.S.'s fist, Coop pushed it away. He then pulled a lever underneath his chair that caused the seats they were sitting in to swap. The Doctor, shocked by the sudden motion of the chairs, nervously grabbed hold of the wheel and looked to the colt now on his right.

"Are you sure about this?"

"Well you said you always wanted to drive, so I figure now or never."

The Doctor licked his lips, looking straight ahead. "Okay, first time piloting and with no initial training. The fate of the entire world is at stake. As you would say, let's rock and roll!" he shouted, with all the enthusiasm he could muster. He looked over to his right to see the colt shaking his head at him with a look of disapproval. "Right, guess that's another phrase I won't ever use again."

Megas's tachometer dial jumped, as its engines roared. Staring down the pylon of scrap, Coop took a deep breath. "Alright you—" He was cut off by the colt to his left.

"Listen to me you recycling center nightmare! I'm giving you one opportunity to release those creatures you've captured and to deactivate yourself."

R.E.G.I.S.'s glowing red eyes stare blankly at them. "The R.E.G.I.S. Mark 5 laughs at your feeble attempt to negotiate. R.E.G.I.S. shall will show no mercy, annihilating all and leave your world a ball of ash."

The Doctor sighed. "Figure I'd give peace it a shot. Well that proved pointless." He then pressed his hoof on the gas pedal. Clumsily running forward, Megas bumped into R.E.G.I.S., toppling over.

Seeing Megas crash, Twilight waved to Ginafang. "That's the signal, I think. Anyways go!"

The Rockdog looked to the four mares standing beside her. There was a nervous look on her face. "Are you sure this will work? What if it doesn't send me back home? What if they can't send my children back?"

On her right, Ditzy placed her hoof on Gina's shoulder. "Don't worry; As long as I've known The Doctor, he's never let anypony down. I trust him, so you should trust him too."

Feeling another hoof on her shoulder, Gina looked over to Twilight on her left. "And as long as I've known him, Coop has always managed to save everypony. So I know he'll be able to free all of your kids." Flying behind her, Rainbow Dash nodded in agreement with Pinkie Pie doing likewise below her.

With a weak smile, she nodded back at them and then focused on the crack of light. "Thank you."

Running with all her might, kicking up dirt with her jagged paws pushing against the soil, Ginafang was just a few feet away from the opening when she leaped into the air. Watching her go, the girls closed their eyes from the blinding light that flashed as she disappeared into the crack.

Twilight turned to face her friends. "Ok girls, we know what we have to do."

"Yeah!" they shouted back with their hooves held high.

"R.E.G.I.S. cannot be stopped. Your attempt to thwart R.E.G.I.S. is futile."

"Oh shut up with that. You're like a broken record," The Doctor groaned as Megas, with its arms flailing wildly, bumped into the bot again and fell over once more.

R.E.G.I.S. stood over the fallen mech and prepared to strike. "Prepare to be destroyed. R.E.G.I.S. shall be merciful. Your pain will only be ex-ex-ex-excruciating." As its fist came thrusting towards them it stopped and began twitching wildly.

Coop stared up, surprised by the robots twitching and stuttering. Seeing it spasm, The Doctor went for another attack. "I think we"re going to like the results this next one."

A chunk of R.E.G.I.S.'s chest came flying off from punch The Doctor delivered. The piece of metal that fell splattered on the ground, scattering metal and Rockdog pups everywhere. Although he completely expected that, The Doctor was still ecstatic over what he just did.

"Did you see that?! I hit it. Pow, right in the kisser! I'm starting to see why you like riding this thing."

While he was exciting over his actions, the girls were getting ready to move. Seeing the pups that fell with the dislodged clump, Twilight Sparkle turned to the two pegasi and earth pony. "Okay girls, let's round them up!"

"Bet'ya I get the most!" Rainbow Dash yelled, flying off first, with the other following behind.

Turning the steering wheel wildly left and right, The Doctor did his best to whack R.E.G.I.S. Megas wobbled forward, arms windmilling as it slammed into the machine.

"How do you work the weapons?" he asked, pressing a random button from the collection of buttons on the panel on the dashboard.

He and Coop looked to their right, noticing a hatch open up on Megas's shoulder. A large cannon elevated from the hatch that took aim and fired a bright green laser, ripping a hole through R.E.G.I.S.'s chest. The beam kept going until it erupted into a giant mushroom cloud very far away in the distance.

While he stared, mouth hanging open, at the mass destruction he just did with the simple push of a button, the chubby colt on his right nodded at him. "Not bad Doc. You may just get the hang of this."

Still shaken by the explosion he could see through the hole in R.E.G.I.S. who was still standing still, The Doctor looked down at the vast array of buttons sprawled out on the dashboard and gulped.

"Is every button here some sort of weapon capable of taking out an entire city?"

"Well, not every button." Coop replied, pointing to several buttons. "This one over here controls the windows, this one the light, this one the sunroof, and this one over here turns on the radio."

"How'd you ever learn to drive this thing?"

"Years of practice on lots of consoles. Plus it was sorta a learn by failing thing."

"Fair enough, I sorta learned the same way. But, how will I know what I'm doing?"

"Well Pinkie Pie just presses random buttons and it works for her, so give it a try."

Gazing down to the dashboard, The Doctor's eyes scanned over the various buttons. A bead of seat dripped down the side of his face. "Well if it works for Pinkie I might as well give it a try."

Eyes closed, he slowly moved his hoof down and heard a click. The two of them tilted their heads up as the sun roof opened up. "Oh great, of the hundreds of buttons all over the place, I manage to get the one that opens the sunroof."

With the cloudy skies above their heads they noticed R.E.G.I.S. starting to move again.

"Quick, try another one!" Coop yelled.

The Doctor slammed his hoof hard, hitting various buttons. They rattled in the seats as Megas's front panels slid open to revealing an array of missiles. They all fired, embedding themselves deep within the metal behemoth. Going off, the explosions expand the robot like a balloon. It slowly reformed itself, but lost a lot of Rockdogs from the attack.

The ground was littered with more Rockdogs as they fell from the sky. Making craters where they landed before they fled, with the girls right behind. They all looked up, rooting The Doctor and Coop on while they led the frightened creatures into the portal.

Coop grabbed hold of his controller and tilted his head to the pony at his side. "Ok Doc, you take the wheel I'll take the controller. Now let's bring this sucka down!"

With both arms raised, Megas vaulted up high to reach R.E.G.I.S.'s chest and came crashing down, cleaving its clenched fists through the dark monstrosity's chest as it dropped back down. Megas landed at the foot of the towering bot and dashed for its legs. Stopping at the first of R.E.G.I.S.'s long black leg stalks, Megas wrapped its arms around and twisted it off.

Wobbling from is lost limb, R.E.G.I.S. grew hands on its underside. The Doctor veered left and right, dodging the onyx fist as they dropped towards the two of them. Still headed towards the other legs they went tackling and smashing, snapping the others like twigs. With its legs broken off, R.E.G.I.S.'s lower body fell to the ground as Megas reached the other end of it.

Megas crouched with its hand against the ground as it made a sliding spin against the soil. Getting the hang of being behind the wheel as he made the sharp turn, The Doctor grinned from cheek to cheek. Together, the colts faced the back end of fallen machine and silently nodded to each other as The Doctor hit the gas.

More hands emerged from the black mass, heading for them. Coop held the controller in one hoof and started mashing on a single button. "Aaaaaaaaaahhhhh!" he cried as Megas's arms moved back and forth like pistons, shattering the hands that came towards them with its fists.

With his co-pilot button mashing on his controller, The Doctor drove Megas while it launched a flurry of punches straight into the back of R.E.G.I.S.. With its fists jackhammering away, Megas sent metal flying every which way as it bore its way into the cluster of steel.

"Hey Twilight, do you see that?" Rainbow asked, pointing to the bug like body as sparks of light shined out from the middle of it.

In the distance, Twilight and the other girls looked on as dozens of Rockdogs went scurrying out the back of black colossus. They turned and headed for the new collection of puppies that emerged.

Over at the front of the giant, R.E.G.I.S.'s stomach protruded out, with the sound of an engine coming from it. Megas broke through with Rockdogs following right behind it. Leaping into the air with its hand beginning to spin like a drill, they took aim for R.E.G.I.S's face.

"Okay Doc, let's make this last one count!" Coop shouted as they ascended towards the head.

"Futile. You will now be destroyed." The machine said as it stared at them.

Megas was instantly stopped as an arm shot out from the top of R.E.G.I.S.'s chest. It clamped itself around the mech and squeezed. The girls stopped in their tracks, seeing their only hope captured. All they could do was watch on as they heard the sound of metal crumpling.

Inside the car, every single alarm was going off. The sound of metal bending was all around them. Both colts were desperately doing everything they could to break free. The windshield shattered and the black ooze made its way inside.

"Coop!"

"Doctor!"

The girls watched Megas be engulfed by the monster and cried out in horror. The mass covered the mech but soon released it, letting it fall to the ground. The girls made their way to the fallen bot, climbing their way to its demolished car head and opened the doors. They fell silent. Their two friends were sitting perfectly still in their seats, solid as rocks.

"Now do you see, there is nothing you can do to save yourselves. Now R.E.G.I.S. shall stop you from further delaying your planets demise." Its arms stretched out, going for the Twilight and Ditzy, who were pulling out their petrified friends.

"Ahh!" Twilight shouted as the vine of metal smothered her.

Rainbow sped towards the pegasus on the other side. "Derpy, watch out!"

Knocked down to Pinkie's side by Rainbow Dash, Ditzy and Pinkie witnessed the two mares sink into the black mesh and drop out of it as statues. Falling to the ground with Coop and The Doctor. The two girls ran under Megas, avoiding detection.

"Now R.E.G.I.S. cannot be stopped. Even when R.E.G.I.S.'s emergency energy is depleted, it will only be a matter of time before the clouds clear and R.E.G.I.S. shall commence the destruction of all."

The two remaining mare looked down at their petrified friends laying before them. Without a word they made their way up towards Megas's heavily damaged cockpit. Ditzy flew up, holding Pinkie underneath her. As rose up, they looked down to the ruined forest and watched as hundreds of fleeing Rockdogs were recaptured. Now aboard, with Ditzy sitting in the passenger seat, Pinkie Pie turned the ignition. Sputtering to life Megas slowly rose up.

Pinkie tossed a little glass bottle to Ditzy. "Here, sprinkle this on them."

Leaning out the window, she dumped the liquid on the four stone ponies down below and nodded back at Pinkie. Megas towards the portal of light and wrapped its hands on the edges of it. Pinkie went to first gear and stepped on the gas while Ditzy picked up a battered control and started pressing random buttons.

The potion started taking effect on the quartet lying on the ground. Their heads were the first thing that was brought back to normal.

"Uh, what just happened? Wait why can't I move?" Rainbow Dash asked, stretching her neck as she tried her hardest to move.

Across from her, The Doctor turned his head up to look at her. "I believe we were turned to stone. Man that does a number to the spine," he said, cracking his neck as he stretched it. Looks like the potion is taking effect but it's still not finished, were still mostly petrified, but who did this.

"I think they did it," said Twilight, laying a few feet across from them and pointing her head to Megas.

"Is that Coop?" Rainbow asked.

"Nope, I'm over here!" he replied, on the ground just as they were. He looked over to the mech. "So who's driving my robot?"

They looked at each other, realizing who was missing and looked up to the blue machine grabbing onto the edges of the crack. Wide eyed, The Doctor couldn't believe what he was witnessing.

"No, no! That's impossible, how are they doing that!" he yelled, watching the two mares opening up the rip in time.

"What are they doing Doc?" Coop asked watching on as the sounds of shattering glass started echoing out from everywhere.

While Pinkie and Ditzy continued spreading the hole bigger and wider, visual images of various colored glass shattered around them. Everything was being distorted, focalizing on the robot in front of the rupture.

"Don't you hear that, the thing that sounds of glass breaking? Do you see those walls falling apart? Those two up there are physically expanding the rupture in time. Touching time itself and shaping it. That's not supposed to be possible, but they're doing it. They are literally breaking the walls of reality in doing so. All the rules and laws of the universe, stuff that should be preventing this sort of thing from happening, all of it is being obliterated."

Still petrified, with only down to their chest no longer solidified, they could only watch as the crack became half the size of R.E.G.I.S. The massive structure without legs, now looking like a slug, slowly crawled towards them. With Its power dwindling, it fell forward as a last ditch effort to body slam the blue robot.

Pinkie turned, flying to dodge. while Ditzy hit the triggers of the controllers to fire some shots at it as it came crashing to the ground with such force it could be felt all the way over in Ponyville. With R.E.G.I.S. now facing the stretched out portal Ditzy and Pinkie flew round to the back of it. Megas placed its hands on the rear and started to push. Inside, the two of them were shouting as Megas's rear rockets flare up to five time the mech's size.

"Aaaaaaaaah!"

"Yaaaaaaaah!"

With its arms cracking from the immense pressure, Megas slowly shoved R.E.G.I.S. into the temporal rift. The immense flames on Megas's back pushed it further and further. A safe distance away, with their legs still petrified, the four ponies left behind could only watch as the girls kept going. Megas's engines never faltered, never sputtered. Its frame massively damaged with cracks forming all around it, but it kept on going step by step.

Only a quarter of the metal monster remained. Watching Megas still shoving with all its might, they realizing what those two were about to do. Rainbow Dash, Twilight Sparkle, Coop and The Doctor hollered as loud as they could for them to stop, unable to do much else with the weight of their stone legs holding them down. With one last outcry from the mech's engines, R.E.G.I.S. and Megas vanished into the portal.

Inside the crack, all Ditzy and Pinkie could see was a stream of endless colors all around them with bright streaks of multicolored light flying past them as they fell downward. Ahead of them they watched as the R.E.G.I.S.'s broke apart into pieces, scattering into dust and vanishing into the streams of light that surrounding them.

"What do we do now?" Pinkie Pie asked. Her eyes captivated by the sights surrounding them.

"I dunno, we didn't really think this one through. This just felt like something The Doctor would've done." Ditzy said, looking at the thousands of Rockdogs free falling along with them.

"Or Coop." Pinkie answered, joining her in watching the pups descend with them. "The Doctor said this thing would take Gina along with her kids back to their home, so I'm guessing that's where headed, right?"

Ditzy was silent for a second, then turned to the pink mare. "She going to be in for a big surprise when we show up."

"Yeah," Pinkie, chuckled.

They both held each other's hooves, staring down the long tunnel as Megas continued to plummet.

The Everfree forest was silent once more. The battle scars were heavy but the worst was finally over. In the sky, Rainbow Dash was clearing out the gloomy grey rooftop that filtered out the sun. Everything seemed to be returned to a tranquil state. Except for one particular spot. Fully restored from their petrified condition. Coop, Twilight and The Doctor finished making preparations. Popping out of the Tardis, Coop waved down the high flying pegasus.

"Yo Rainbow, we're all set!"

Making a beeline for the blue box, she stopped just inches off the ground and ran past him inside. At first Twilight and Rainbow couldn't believe their eyes at the inside of the small wooden box, but they threw their curiosity aside, They had more important things on their mind.

"We all sight right, so let's go already!" she shouted looking at the numerous buttons laid out in the circular panel around a series of glass tubes in the center of the room. "Wow, so many buttons, kinda reminds me of Megas."

"Please, all these buttons are far more complicated than anything on that wrecking ball," said the Doctor as he circled around the panel, pressing and pulling various knobs and switches.

"What you say about my robot?" Coop asked, closing the door behind him as he stepped inside.

"Nothing," the colt by the panel said as he flipped a lever.

The room started to shake and the recognizable grinding sound could be heard as the glass tube in the middle dipped up and down. Coop walked up to the panel and while The Doctor was on the other side not looking, he flipped a switch that stopped the grinding.

The Doctor leaned his head to the side to see him. "Coop, did you touch something?"

"Nope," he said quickly shaking his head. When The Doctor went back to his panel, Coop leaned close to Rainbow and Twilight. "Parking breke, that noise was driving me nuts."

Coming back around the panel, The Doctor addressed the three of them. "Alright, all set. Now let's go and get our missing friends. If everything worked out accordingly, They, along with Megas, Gina and her children should be right..."

With the pull of a lever, the entire room rattled violently. They all held onto the railings surrounding the platform. The rumbling finally came to a quick stop and The Doctor ran to the door. "Here." he said poking his head out as he opened it. The other followed him to meet with three friendly faces.

"Hey guys, what took you so long?"

Back inside Twilight's library, everyone sat exhausted but very relieved. Coop, Ditzy, Pinkie, Rainbow and Twilight were having a feast of sandwiches. While they were celebrating, Coop heard a distinct sound coming from outside.

"Doctor's finally back guys."

"How can you tell?" Twilight asked.

"He's one of the few ponies I know who has a ride. And the only one who drives with the parking break always on."

Ditzy looked at him."I've been meaning to ask. How do you know it is the breaks?"

"When you've worked around cars as much as I have, you learn to recognize those kinds of things. Plus, even if he won't admit it, the layout is sorta like how it is on Megas," he said as the grinding noise got louder and finally stopped.

The front door swung open and there stood the colt they were speaking of. "Hello everyone, I'm back. Miss me?"

"See, what'd I tell ya Twilight?"

With their final member joining them, they all sat in the living room to hear The Doctor.

"Well everything's back to normal. You've all done your part using Zecora's potion to restore all the victims to normal and I've just finished closing up the portals and mending the breaks in reality." he stared at the pink and grey mares. "By the way, Pinkie, Ditzy, you two were absolutely brilliant. Just don't ever do that again. I don't think the universe can take it."

"I'm just glad we managed to get Gina and her kids safely back to her time. It was incredible getting to see Rockdogs in their natural habitat," said Twilight.

Rainbow place her cup on the table after taking a sip. "So what happened to that R.E.G.I.S. creep after he went inside the portal? Why didn't he go where the other went to?"

The Doctor leaned back against his chair and placed his hoofs on top of the table. "Not to worry Rainbow. Unlike the Rockdog pups that seem to posses the ability to travel through the time stream unharmed, or Megas that was built to hand that sort of thin. The R.E.G.I.S. wasn't designed to handle the tremendous strain that come with traveling through it. Even if some of it managed to survive it's now stuck, forever trapped. So no need to worry." He turned to the colt who was just finishing his fifth lily and daisy sandwich and was about to wolf down his sixth.

"Coop would you mind sparing that poor thing and meet me outside for a bit?"

The setting sun was casting a beautiful orange hue over the town. The shadows belonging to the trees and buildings stretched forward, decorating the ground with a checkers like pattern of orange and black. It was sight to behold for the colts sitting atop Megas's hood.

"Amazing isn't it? She's been doing this over and over for centuries, but she still always finds a way to take your breath away." The Doctor said, staring off to the setting sun. "Sometimes you forget the sun doesn't set on its own around here. I mean you'd understand, being a fellow dimensional traveler."

Coop stared out to that same outstretch of land. "Yeah, I forgot all about that. Even after all I've been through, it keeps slipping my mind."

The Doctor pats his hoof against the red plate of metal they were sitting on. "So, what do you think of the repair job I did? Not bad right?"

Coop laid back against the hood and looked to the inside of his car. "No complaints."

"It's the least I could. After all if it hadn't been for you showing up like you did back there inside the chamber, we'd of been as R.E.G.I.S. would put it, 'destroyed'. By the way, how'd you know where we were?"

The colt on lying on the hood shrugged. "I didn't. I just happened to be knocked down and it was lucky that Megas broke through and found you guys."

"And that's what bothers me. You somehow showed up just in time to save us. Not just then, but when Twilight was almost attack by the miniature R.E.G.I.S.'s. You can't honestly tell me that was just good fortune. It couldn't have just been that, could it?"

"It's not all luck, most of it is skill."

The Doctor beamed at him. "Yeah, skill. That word sounds better. I like that word. Let's call it that. Speaking of, I have to say you were brilliant out there, well for a wrecking ball operator."

"Well thanks. That means a lot coming from a phone booth operator. And you weren't too bad yourself," he answered, sitting back up to stare at him with a smile.

"One more thing Coop. Let's have a look inside inside." Following him in the car, Coop waited for him to say something. "So, what do you think?"

"Think of what?" Coop asked, looking about his controls. "I don't see anything different."

"Well of course not, I wouldn't dream of doing anything up front. Might end up destroying the cosmos doing so. Look behind you."

Doing as he was told, Coop turned his head. His eyes grew wide and his jaw dropped as he realized what was different about his back seat.

"It's..."

"Yeah."

"You..."

"Uhuh."

He got out of his car and stared into the back through the window. He then jumped back inside, laughing as he sat. "It's bigger on the inside."

"I figure you could use the extra space. I decided not to do it up front, figured you'd just fill it up with more buttons to cause more destruction with. So I made the back a little roomier. Now you won't be getting any complaints."

While Coop was still admiring the improvement on his car, The Doctor got out and made his way for the Tardis parked atop Megas's shoulder. With a simple tap of his hoof, he caused its wooden doors to swing open. He turned to face Coop as he stepped away, raising his brows to show off.

Coop stepped out of the car, closed the door and replied by grabbing Megas's keys from his vest pocket and, after struggling a bit, hit a button to cause it to beep as it locked.

Nodding, The Doctor pulled out a key of his own and likewise, after struggling as well, managed to lock his Tardis in the same manner. The two of them couldn't help but laugh at each other.

"So Doc, where are you headed now?" Coop asked, watching him walk backwards to his ship.

"Oh I dunno, just doing a little sightseeing here and there. The universe is a great big place after all. There's a billion places I could wind up visiting."

"What about Ditzy Doo? I thought you two were a couple or something?"

He stopped back stepping and choked slightly. "What? She and I are just mates, good pals is all. Nothing else."

"Yeah, so isn't she going with you?"

He peered down towards Twilight library. "She'll be okay. Perfectly fine. After all I just came by for a quick visit. She's busy now, living her life. Probably too busy to join a daft old man like me for some adventures again."

Coop pointed his hoof over to the Tardis. "Oh really? Maybe you should ask her."

About-facing, The Doctor felt a combination of joy and puzzlement at the mare standing in front of the open Tardis. "Ditzy? What are you? I mean when did you? How did you get the door opened? I just locked it."

The blonde haired pegasus standing in the Tardis's doorway held a little key in her hooves. "I used this spare key you gave me awhile ago. I've been holding on to it ever since the last time I saw you. After some time going back to my old life, I started to miss going on adventures with you. So I decided. The next time I see you I would go traveling with you again." She beamed at him and ran inside.

"Have fun you two," Coop's voice rang out behind The Doctor.

As he walked to his time machine with Ditzy already inside, The Doctor made it to the doorway and turned to face the mech piloting colt.

"Good luck Coop. Knowing what I've learned about you, you definitely need all that skill you posses."

"Maybe we'll run into each other sometime Doc."

"It better be in this time period. I don't want to find out you've been using that thing to time travel. I don't think the wall between the dimensions can take it."

"Yeah I remember. No time travel. So, till next time?"

"Yeah. Until next time."

"Hey wait," Coop yelled. He reached into his car and pulled something out. He then tossed it over to The Doctor. "Here. A little souvenir."

Catching the item, he looked down and laughed seeing it was the little hula girl ornament. "I'll take good care of her."

As The Doctor closed the doors to his booth, Coop leaned against his car. He chuckled, shaking his head as he heard the Tardis grinding as it took off.

"Heh, still driving with the parking brake on."