DOCTOR

by Deidorimu


lullabies: Part Three (S1C5)

The Doctor and Dean

"So after backtracking, you followed our hoofsteps back to Aster's camp?" Dean asked.

"That's right, after that I found the river next to the camp. Which helped me figure out where Larkspur might be", the Doctor explained.

"But how would the river have told you where Larkspur is?"

"Dean, I've been all over this planet plus some, this certainly isn't my first time in the "unnamed forest". When I was younger I used to sit in my M.E.I.D.P.H.A.T and float above Equestria while sipping drinks. It helped me relax, watching the country above, seeing how beautiful the world is. In doing so I've memorized the entire country, including the entirety of the unnamed forest."

"So you've seen the wooden castle the ghost mentioned?"

"No, what's odd is that there's never been a castle here before. Granted I haven't sat above the country in over twenty years. Even still, building, no, establishing a castle in unclaimed territory this close to Equestria would definitely not be permitted. However, it wasn't the castle that helped me find Larkspur, it was the pool.

The "phantom" mentioned that her castle had flowers and a "big pool". The unnamed forest has two lakes that are connected by the river. Both are relatively large with one being larger than the other. If I had to guess, I'd say that this "castle" is located at the larger lake."

"You know that for sure?" asked Dean.

"No, its only a guess. There aren't any other lakes in the unnamed forest. Unless one formed during my absence, which I highly doubt, I'd say our best bet is to check the larger lake to see if this "castle" is really there. If not, than we'll just follow the river down to the smaller lake and check there."

"You really have this entire forest memorized?"

"Oh there's plenty I still haven't seen. Its difficult to see through all the trees when your floating in the sky. But for the most part, yes. The landscape, the size, the lake, its all in here", said the Doctor, pointing to his head.

"So you should know how much further until we're there?" asked Dean, evidently starting to feel tired.

"Actually, we should slow down. We're getting close and we don't want to alert anyone who might be there."

"Got it", said Dean, slowing his pace to a light jog.

As Dean caught his breath, he yawned, bringing a worried thought to the Doctor's mind. " Hopefully this isn't too much for Dean. Poor colt, with that magic growth spurt of his, its obvious his body isn't used to this. I need to get him back to the M.E.I.D.P.H.A.T soon so he can rest"

The two continued silently making there way to the lake, unaware of someone watching them through the bushes.

Four Minutes Later

"Is that water I hear?" asked Dean.

"It is, stay quiet and follow me", the Doctor whispered, crouching low as he slowly approaching the sound.

Dean nodded and followed suit, keeping close to the Doctor.

The Doctor crept behind a tree, smiling as he pointed ahead, "there it is Dean! We found it!"

"That's it? That's the castle?" asked Dean, peering behind a neighboring tree.

The grand lake sparkled and glistened in the moon light brilliantly. The trees stopped shy several feet from the bank, making this area one of the few that was completely free of trees, allowing the moon to illuminate the lake beautifully. The lake water flowed elegantly, washing in and out of the river as it pleased, like a free spirit. The air had grown humid, bringing a comfortable coolness to the area.

As beautiful as the lake was, the building beside it was harsh on its delicate nature. Beside the shimmering lake was a large, dull, two storied wooden house; built out of what seemed like scrap. Rusted bits of metal nailed every here and there to form a make shift wall, wood that was rough and chipped, and in desperate need for a sanding; there were no windows and the door was protruding slightly out of its frame. A rusted, breaking, disgusting building next to a lake that looked like liquid crystal. The Doctor and Dean had the same thought of, "why would someone build this here?"

"Eeyup, that "phantom" must see this place as a castle."

"That looks like the kind of place ponies are brought to before their killed!" Dean shout whispered.

"Well your not wrong. If were lucky, Larkspurs still alive and so is anyone else who might have been foalnapped."

"And if not?"

"If not, and we really are facing worst case scenario here. Well, you have four working legs."

"So, run?"

"Brilliant! You know what to do. Come on, let's see what's inside", said the Doctor, walking away and approaching the house slowly.

"O- Okay", Dean felt a slight panic arise in his chest as he looked to the house he was about to enter. Taking a deep breath, Dean shook his head as he prepared himself mentally. Though he was still nervous, it helped him feel a little braver as he jogged to catch up to the Doctor. "Here we go!" Dean whispered to himself, arriving by the Doctor's side.

Cautiously, the Doctor approached the old, bent door, looking over his shoulder to Dean as he did. "It seems to be made out of iron". Looking to the door, the Doctor leaned closer, inspecting its detail. "Five inches thick, pure iron. The way its built seems to me like someone wanted to keep things from coming in. Or, perhaps, make sure nothing comes out. Hmm, either way, strange how this door managed to hold up for this long". Raising a hoof, the Doctor went to feel the metal, "its so old-"

Dink

CRASH!!!

The Doctor hardly touched the metal before the entire entry way collapsed in front of him. The hundred pound door slamming onto the ground erupted a blasting echo of metal meeting dirt, vibrating within a radius of miles for anyone to hear.

Dean cringe and held his ears, keeping his eyes shut as he waited for the sound to echo away. A loud slam, echoing through the forest, each time more silent than the last. Until, after a moment, the sound was gone. Making the forest feel more silent than ever.

When the sound was gone, Dean opened his eyes and shivered as he looked to the Doctor. "D- Doctor?" Dean stuttered.

The Doctor stood there, jaw dropped and staring to the fallen door. Eyes wide and pupils having shrunk to pins, it took him a moment before muttering silently, "oh . . . my god."

"Doctor?"

"Get inside."

"Wha-"

"Get inside!"

The Doctor hastily grabbed Dean by the shoulder and pushed him forth into the house before rushing in himself. Dean stumbled before catching his balance, casting an annoyed look to the Doctor, "Doctor! Wha-"

The Doctor shot a hoof to his lips, shushing Dean. "Shh! Keep close to me and stay quiet. We need to find Larkspur quickly and get out of here!"

Dean was about to question the Doctor, but stopped as he looked to the fallen door, "you think the ghosts heard us?"

"With how loud that was, definitely. Even if they hadn't, why take the chance?"

"Right, let's hurry than."

The Doctor nodded and looked to the room before him.

The inner workings of the house resembled the outside. Slabs of wood and rusted metal nailed together to form make shift walls. Yet, despite its rough appearance, the walls and ceiling were built well enough to hold on its own, and prevent light from entering. Not a single crack nor hole to allow any illumination from the moon.

With what light that did enter through the hole that had once been the entryway, the Doctor and Dean were able to see a few feet into the pitch black room.

The hard, cold, withered wooded floor looked old and had splinters protruding everywhere. Aside from that, the two couldn't see anything else. But it wasn't what they saw that was distinguishable, it was the smell. The room smelled horrid, old and rancid, making the two scrunch their noses in disgust. The room was full of buzzing as well, which the Doctor assumed to be insects, flies perhaps. A dark, smelly room full of flies? The Doctor could only wonder what he had gotten himself into this time.

"What is that smell?" asked Dean.

The Doctor squinted, "no idea, you see anything?"

Dean shook his head, "nope."

"Darn, me neither. I was hoping we wouldn't have to use a torch, up our chances of not getting caught. But, if we must". The Doctor reached into his inner vest pocket, searching for a moment, before he looked questionably to his vest. The Doctor searched further with more aggression, before switching to his left pockets and repeating the process, looking bewildered. "What! W- Where did- why- w- where's my torch!? I always have one in my pocket just in case!"

Raising a brow, Dean asked, "didn't you give it to me earlier? Before we split up?"

Realization hit the Doctor as he suddenly remembered, frowning a moment before smiling warily. He chuckled and said with a sigh, "right, I did do that". Clamping his hooves together, the Doctor rubbed them hard and, quickly, emitted a tiny puff of smoke to rise from the tips. "Oh well, its no festival torch, but it'll do for a backup."

"Backup?"

The Doctor continued his rubbing, and the line of gray smoke grew slightly. The Doctor then came close and blew gently, exhaling a small, blue, blow torch like flame from his lips. When the fire met his hooves, it ignited, starting a small fire. As the flame came to life, the Doctor quickly flapped his right leg, killing that flame while keeping the one on his left hoof alive. Showing his flame, the Doctor smiled to Dean, "ta da!"

"Wow!" said Dean, looking interested. Before he asked, "couldn't you have done that earlier?"

The Doctor frowned, "no silly billy, a torch lasts much longer than this fire here. I'd have to constantly feed this with my magic, and that would exhausting!"

"Then why'd you rub your hooves together?"

"Our hooves have dead skin cells. Rub my hooves together, loosen the cells up, keep the fire lasting a little longer. And it helps that Phoenix Pony cells are extra flammable, whether its dead or alive."

"Wow, that's . . . disgusting."

"Oh its brilliant and you know it!" said the Doctor, smiling.

Dean returned a smile, silently letting the Doctor know he agreed.

The Doctor chuckled as he turned, brightening the rest of the room. Immediately, the two dropped their smiles and looked deathly afraid. They felt their hearts sink as the Doctor's flame illuminated the rest of the room, exposing the secrets that had hid in the dark.

The size of the room was to that of a living room, and what had once been furniture and décor helped the Doctor assume this room had, at one time, been a living room. However, whatever was or had been certainly wasn't anymore, for the room, at one point, had been torn apart.

A rug clothed the center of the old wood floor. Withered, ripped apart, and stained in black, far too ruined to distinguish its original color and design. A small wooden coffee table sat atop the rug, rough, chipped, and held two plates of rotted, indistinguishable food. White, black, and blue fuzzy lumps of mold caked the plates, as dozens of flies buzzed around it. A chefs knife popped out from one of the plates, stabbed into the food and stained black, the bottom half coated in fuzz.

Beside the table was a green coach. The fabric was ripped apart, exposing its feather and spring insides. Battered, dented, ripped with holes, and stained in black, the coach look ready to fall apart at any moment.

Across from the front door was an entry way leading to two separate staircases, one leading up and one heading down. The wall on the far side was heavily coated in mold and black stains. Larger pieces of glass covered the edge of the wall, along with chunks and bits of rotted food. Several knifes and cleavers were stabbed around the wall randomly. And in the center of the wall in big, bold, black letters, was a message written sloppily. "THE DOCTOR HAS FALLEN, THE CHILDREN HAVE FALLEN, LONG LIVE THE KING, LONG LIVE THE QUEEN!!! Beside that wall to the right, left of the first entryway, was a second entryway.

Dean looked to the Doctor, "so . . . what was that you said about being in a horror book?"

The Doctor responded without looking away from the text, "well . . . that was supposed to be a joke but . . . good god."

"The doctor has fallen?" You don't think its talking about you? Is it?" Dean asked.

"Uh . . . I certainly hope not. The Doctor has fallen, the children have fallen? Long live the king, long live the Queen? Hmm . . . that filly called herself the Queen of the Forest. You don't think that stallion she was talking to might have been the king, would it?"

Dean looked to the text, rationalizing that idea, "you think so?"

"Maybe, that would explain this. Long live the king, long live the queen; a king and a queen, queen of the forest, king of the forest, a mare and a stallion. Two ghosts, both together, but, who are the children?"

"And who's the doctor?" asked Dean.

"Hmm, well hopefully its not referring to me. Guess we're just going to have to find out". The Doctor turned to the two entry ways, "basement, attic, and entry to the rest of the first floor. Let's start searching through the entry way first."

"Why don't we split up? That way we can search the house quicker", asked Dean.

"Split up? And make it easier for those "ghosts" to pick us off? Ha! No, no that's not happening. What is this, a horror flick?"

"A horror what?"

"Never mind, that hasn't reached Equestria yet, follow me."

Dean nodded and followed as the Doctor lead through the left entry way, both keeping their distance as far as possible from the rotten food without touching the walls.

The entry way lead to two doors and another open entry way. One door to the right, one forward, and the entryway to the left. The Doctor chose the right door first, carefully turning the dirty knob and opening it slowly. Creaking loudly, the door opened and the Doctor peered inside, before closing the door quickly and turning away. Ripping the fedora off his head, the Doctor shoved his face into the inner felt, breathing in it deeply for a moment.

Slightly surprise, Dean asked, "woah! What happen? What did you see?"

Breathing in through the nose, out through the mouth, slowly and deeply, the Doctor calmed himself. As his breath calmed, he look up from his hat, exposing only his eyes to Dean. "B- Bathroom", he stuttered shakily.

"Pardon?"

"T- That . . . t- that was the bathroom. Don't look inside, i- i- its a hygienist's hell in there."

"What? I- I don't know what a "hell" is."

"Sorry, tarterus, I can't think right now. Not after that". The Doctor shivered, "not after that."

"Was it that bad?" asked Dean.

"Absolute nightmare fuel". The Doctor gulped as he hugged his fedora to his chest, "alright, alright, door number two."

Slower than the first, the Doctor stretched his left leg out, keeping his distance as he gripped the handle. The Doctor winced, preparing himself mentally for whatever lied behind this door. Turning and opening with a creek, the door opened, revealing what was inside.

The Doctor sighed in relief. Though the walls were dirty and stained in black, the small broom closet wasn't that bad in comparison to the other rooms. A bucket, mop, broom, the usual cleaning essentials placed on the ground, taking up the entirety of space within the four by four closet. A small shelf hung above the essentials, holding a small pile of books, rags, and various bottles of liquids; none of which were labeled. The worst was the inch thick layer of dust caking everything. Aside from that, this closet was fine.

"That's much better", said the Doctor, returning his fedora atop his head, before standing to his hind hooves and grabbing one of the bottles. Reaching into his inner vest pocket, the Doctor took out a large red handkerchief and wiped the bottle thoroughly, blowing small clouds of dust away as he did so. The bottle looked relatively new, with hardly a scratch or mark on the glass. It was semi clean, and had he had water he could have wiped the dirt off better, making the glass clearer.

Popping off the cork top, the Doctor swirled the liquid around beneath his nose as he smelled the contents. He looked to Dean, "its just cleaner". The Doctor popped the cork back on before returning the bottle to the shelf, then threw his handkerchief into the bucket on the floor before closing the door. "Strange, this closet doesn't seem that off. Its dirty, but it mostly seems like it hasn't been used in a long time. Guess whoever lives here doesn't use their broom closet very much."

"Oh? Really? I wouldn't have noticed" Dean said sarcastically, grinning.

The Doctor chuckled, "come on, let's try the kitchen."

"Kitchen?"

The kitchen was to the left, through the open entryway. Like the rest of the house, this room too was in disarray. A broken, wooden table laid in shambles in the center. Counter tops covered in thick layers of food, rotten and barely distinguishable. A broken pantry door hung sideways, held on its last hinge and ready to fall. Scattered all over the floor was rotted food, melted candle wax, broken glass, and various knives. On the wall to the far end, next to the pantry, was words similar to those in the living room. Big, bold and black saying, "I DON'T KNOW WHAT IS REAL ANYMORE". Beside that was a second text, "HELP ME! HELP ME! HELP ME! HELP ME!" Across from that, to the far right of the kitchen was a third text, "GET HIM OUT! GO AWAY!" And a forth text, scribbled messily on the table top, "GET OUT OF MY HEAD! STOP LAUGHING AT ME!!!"

"Doctor, what do you think happened here?" asked Dean.

"I'm not sure. "Help me?" "Get out of my head?" That doesn't seem right."

"How so?"

"Well, it doesn't make sense if those "ghosts" wrote these messages. Because what would be the point? The way they seemed earlier, they knew what they were doing and they wanted to capture us. But if they were the ones who wrote these messages, it seems to me that they aren't in as much control."

"What do you mean?"

"Well . . . I don't know exactly. Messages like this are usually written by crazy ponies. Ghost writing have at least some sort of meaning to it, but these, these seem like they were calling out for help almost."

"So, the ghosts are crazy and calling out for help?" asked Dean.

"Probably at one point, but they don't seem to want help anymore . . . it would make more sense if these were written by someone else. Than again who would write something like this, and to write it here of all places. Hmm . . . . well, as much as I'd like to figure this out we still have ponies to save. Come on, let's go to the basement."

"Basement? Why there?"

"Well if you were a foalnapping ghost where would you keep your victims?"

"Well I know that! Its just, the basement seems rather dangerous."

The Doctor turned and walked past Dean as he stated, "more dangerous than where we are now."

Looking to the knives on the ground, he replied, "good point", before following. Dean frowned as his stomach growled, realizing now how long it had been since he had eaten. Distracted for a second by his stomach, Dean walked through the living room entryway and collided into the Doctor. "Oof!" he grunted, bumping face first into the Doctor's rear. Rubbing his head, Dean casted an annoyed look, "why'd you stop-"

Suddenly, the Doctor turned and shushed Dean, silencing him as he looked to Dean with bulbous eyes, before pointing to the front door, the flame in his hoof now dead.

Outside, from a distance, a voice echoed, just barely audible. It sang melodically in its demon voice, "pretty, pretty, princess! Pretty, pretty, princess! I'm gonna get you soon! Pretty, pretty, princess! Pretty, pretty, princess! I can't wait to find you!"

Dean felt his heart start to race as he whispered, "its the ghost!"

The Doctor cursed silently before whipping towards to right side entryway, "upstairs!"

"But you said-"

"Changed my mind, upstairs now!" the Doctor hissed, charging forth to the entry way and running up the stairs.

Following closely behind, Dean found he and the Doctor in a narrow hallway, oddly reminding him of the same hallway at Dodge Desserts. A darker, far more crude version, and with one less room. One closest to the left, one further down to the right, and one at the end to the left.

"Our door! Look what they did to our door!!!" the phantom shouted from outside.

"Come on!" the Doctor shout whispered, galloping into the room closest.

Neither the Doctor nor Dean had time to fully register the room, as the Doctor searched hastily for a hiding place. Pink walls splattered in black liquid, a twin sized bed to the right, closet to the left, broken toys scattered on the ground. The Doctor pointed left, "in here, hurry!"

Rushing forth, the Doctor grabbed the closet handle to open, only for the door to remain stiff in place. Two more vain tugs before the Doctor felt around the door, squinting hard to see through the dark. The Doctor quickly found that the closet door was locket by two slide latches, one at the top of the door and one at the bottom. Cursing, the Doctor swooped down to unlatch the bottom lock, before jumping up to unlatch the top lock. "There! Now in here- son of a!-" With the door unlatched, the Doctor managed to open the door, only to feel a large, heavy wool sack drop onto him. With its height and angle, the sack collided into the Doctor's neck and chest, pushing him back as it fell to the ground. The Doctor tried shoving the sack back into the closet, but found that the sack had fallen from the top of a pile, and he was shoving it against the bottom. As it turned out, the closet was quite small. Large enough to fit two ponies, and it was stuff full of wool sacks, creating a pile that reached the Doctor's collar bone.

"Pretty princess! Where are you!?!" the phantom shouted from downstairs.

Breathing heavily, the Doctor said, "help me with this!"

"Oh sweet Celestia!" said Dean, dropping down to help the Doctor lift the heavy sack.

The two managed to drop the sack back onto the top of the pile, but it was unstable, so the Doctor held his left hoof to the side, preventing it from toppling over again. He beckoned to Dean, "alright, hop in!"

"What!?!"

"You heard me! Get inside!"

"Wha- how!? Why!?!"

"Climb over the bags and lay flat on top so you can hide!"

"But how will-"

"Just do it!" the Doctor hissed, startling Dean.

Nodding, Dean approached the pile and hoisted himself up. Immediately Dean felt the pile give in and tilt. The Doctor had to muster an extra bit of strength to keep the pile steady, but he managed. Carefully, Dean managed to enter the closet. Reaching the back end of the closet, he laid onto his back with his hind legs towards to door. Cranking his neck downwards, Dean managed to peer to the Doctor. "Alright, I think I'm in!"

"Good . . . that's good", said the Doctor, huffing. It didn't take long for Dean to make it into the closet, but keeping the weight of the sacks from falling under Dean's weight took most of the Doctor's energy from him. Taking a deep breath, he mustered the strength he had left to hold to the pile with one hoof, while grabbing the door with his other.

Meanwhile, Dean had looked about his cramped hiding spot when he noticed something, "um, Doctor?"

"Yes?"

"I don't think there's enough room for the both of us. How are you going to hide in here?"

"I never said I was."

"What!?!"

The Doctor carefully cracked the door, and slipped his hoof out. The pile leaned over, and the Doctor felt its weight mixed with Dean's press against the door. The Doctor pushed hard, forcing the door shut. The hinges groaned but the door managed to remain shut, holding the sacks and Dean inside. Afterward, taking a breath, the Doctor quickly leaned down to lock the bottom latch. He heard Dean's muffled voice shouting at him as he stood to lock the top latch.

The door was thick enough that Dean's voice was nearly inaudible, which the Doctor found convenient. Sure enough Dean was going to shout at him, most likely he was confused, understandable. He could only hope the phantom doesn't hear him when she enters.

The Doctor knocked on the door, silencing Dean. He spoke with his mouth an inch from the door, speaking loud enough for only Dean to hear. "Listen! Stay quiet, you'll be safe in there. The filly never saw you return to me, so she doesn't know that your here. She'll think that I came into this house alone."

Dean shouted something, and the Doctor cut him off. "Shhhh!!! Listen! Trust me! I'm going to figure something out, alright! Just hide in there until I come back for you, got it?" The Doctor heard a muffled reply, and based on the tone it didn't sound like Dean agreed with him. The Doctor figured as much, but it didn't matter, this was the best he could do to protect Dean.

"I'm going to find you!!! And make you a princess!!!" the phantom shouted, her muffled voice speaking at the bottom of the stairs.

Stepping back from the closet, the Doctor closed his eyes and thought to himself, taking a deep breath. "House of wood with innocents inside means that phoenix magic is a no go, both defense and offense. A less flammable technique perhaps? I could use the flash bang again, but she might expect that, and she'll block the doorway, no way out. Micro flame technique? Perhaps, it'll burn her and may just repel her long enough for me to make my escape, and as long as I'm careful I won't burn the house down. But again, how to get past her when she's blocking the door way? Hoof to hoof combat is out too, since she can render ponies unconscious just by touching them, so forcing her out of my way is also a no go; and I'll need to keep my distance, so the micro flames might not work."

The Doctor groaned loudly, rubbing his temples, "I can try to teleport again? But that'll kill me. Perhaps the more aggressive route and blow her up? Controlling the explosion I can perhaps subdue her. Oh that's genius, and while I'm at it why don't I just go and kill Dean! Any explosion of any size is going to hurt Dean no matter how hard you try to control it you dunce! Uh . . . hide under the bed and catch her by surprise? Nope, first place she'll look, and if not than the closet is the first place she'll look and I can't allow that. Break through the wall? Horrible idea, don't know how thick the walls are and I'm on the second floor. Old wings and old body means my knees will shatter if I try jumping out this high. Uh- I could . . . uh . . . crap!"

The floor in the hall creaked, as the Doctor heard her speak outside the door. "Are you in here pretty princess!?! Are you in my room!?!"

The Doctor felt his heart start to pitter patter, as his mind went to formulating a plan, racing against time. "Serendipity's lesson on fighting when cornered, use your enemies weakness against them. Get inside their head, distract there senses, timing is key, find your opportunity then strike. Don't think that'll work here, not against a filly of this psyche, and she doesn't have any obvious weakness, other than her eyes. Can't reach that though, I don't have the torch, and I don't have anything to keep a distance. There's got to be something; house in the forest, king and queen of the forest, foal napping, writings on the wall, help me, help me, get out of my head? Get out of my head . . . I don't know what that means . . . darn it! Its all I have to work with, I really don't have any other option! Crap! I have to do better than this! I've always been able to! If I was younger I could have found a way out of this! I think . . . I think I've made a mistake . . . if only I were younger"

"Sweet Dream Child, what is it that scares you so?"

The Doctor's eyes shot open, as his sights darted around the empty room searching, "its that singing!"

The door opened slowly with a creek, revealing a very angry phantom, smiling menacingly from the doorway. Her mane waving about in tendril fashion, her pale, blank eyes, glowing a subtle, ominous purple in the dark. As with her teeth, drooling that mysterious black liquid, tints of purple glowing. She stared with those eyes, those glowing, empty eyes, straight to the Doctor. "FOUND YOU!!!" she shouted gleefully, jittering in place excitedly.

"Sweet Dream Child, what is it your waiting for?" the song continued.

The phantom staring to him from the doorway, and the singing, clear as day, yet its source no where to be seen. This was it, this is why he heard that singing from earlier, it had to be. This is where the singing lead him to. It was singing him to his sleep.

The Doctor couldn't accept that. He shuffled back until he bumped against the wall. The phantom laughed as she strutted cheerfully to the Doctor. "Aww! What's the matter princess!?! Are you scared!?!" The phantom stood close, standing above the Doctor, dripping her liquid on him without a care.

Helplessly, the Doctor could only look up to the phantom, closing his eyes to prevent the liquid from blinding him. With no other option, the Doctor blurted the first thing he could come up with, "I can help you!"

The phantom continued smiling as she tilted her head, speaking through her clenched grin, "help me? With what!?!"

It was a last effort attempt, but at this point he would try anything. This wasn't his end, he refused. "I- I know your not a ghost! Ghosts don't act the way you do! Your not a phantom or any kind of spectrum! I think your just a girl! A young and beautiful girl who just needs help! A- And I can help you! Only if you'll let me!"

The phantom laughed, "your weird! Of course I'm not a ghost! I'm a queen! Queen of the Forest!"

"Yes of course you are! Lovely, beautiful queen of the forest! But what about your fur? Don't you want me to help you get that back? And this liquid that's all over the place? Don't you want that to stop?"

The phantom laughed louder, "why would I want that!? I don't need fur! And I LOVE chocolate milk!"

"C- Chocolate- wait, that's what this is!?"

The phantom crouched low, placing herself face to face with the Doctor, as he felt her musty breath. "You've really given me a bad night. But as the generous Queen of the Forest I am, I am willing to forgive you! But only if you become my princess!"

"No."

The phantom placed a hoof over the Doctor's eyes gently, and the singing grew louder, ringing in the Doctor's ears. "You rest your head, you run away."

"No! No! No! Please! Let me help you!" the Doctor shouted.

The phantom blurted out laughing so hard that she choked. All the while she felt her magic course through her heart and soul, and through her leg to the Doctor.

And the Doctor felt it. Like hot boiling oil rushing through a tube, he felt her magic flush into him. His head was suddenly heavy, and his body's weight suddenly lifted off his bones. All his pains and aches gone, leaving him numb. Her magic burned, yet only for a moment, as all his senses began to leave him, so did his sense of hot and cold. Her magic no longer burned, and the ground was no longer cold. He felt nothing, he felt like nothing, or, being reduced to nothing. His conscious waned, and he felt himself falling to sleep. "No . . . no . . . I . . . I refuse!"

"Nighty night princess!" the phantom shouted, pressing harder to the Doctor's face.

Yet, the Doctor didn't feel it. All senses were gone, even his sense of life as the world slowly disappeared. Even the singing had faded, dropping like a coin down a well, before its distant voice was too far to be heard.

"Orange dusk . . . on a bright blue world."

"I . . . I don't . . . I don't . . . want . . . to . . .

"Sweet . . . Dream . . . Child . . ."

AAAAAAAAHAHAHAHAHA!!!

The phantom's shrill laugh pierced Dean's ears, painful, despite being muffled through the closet door.

His breathing lacked control, panting while trying hard to keep it silent. The anxiety pumping his blood hard, practically allowing the colt to hear his own heart beat as blood passed through his ears. He tried calm breathes, in through the nose and out through the mouth, but it didn't work. The phantom had gotten the Doctor, he heard the whole conversation, and the dull "thud" of the Doctor's body dropping to the wood floor.

"One princess sleeping, two more still awake!!! Come on princess! Let's see where your friends are!" the phantom said outside the door.

Dean could hear her hoofsteps walk away from the closet, followed by something dragging along the ground. To which, Dean assumed was the Doctor's body. That thought kicked in suddenly, and it made him feel ill, "the Doctor's body."

Dean cursed, "Doctor . . . s- she's got the Doctor! I- I . . . I have to do something!" Dean kicked his hind legs to the door, attempting to break it open. However, his tight space prevented him the movement needed to flex his legs for a stronger kick, giving the door a slight knock rather than the hard pound he wanted. He groaned, "oohh! Come on!" Dean kicked again, to no prevail. "Come on!" he shouted, kicking again.

And again, and again, and again, several times over, kicking the surprisingly strong door. But he wouldn't give up, the Doctor needed his help, he knew that. He knew if he had been the one captured the Doctor would do everything he could to save him. And with everything he had already done, Dean was determined to repay the Doctor with every effort he had. The door would break, he was sure of it. A few kicks more and the door will break in no time.

Then, he would rescue the Doctor.

Three Hours Later

"Come . . . on . . . one . . . more", Dean panted. He kicked the door again, giving it a hardy tap. Hours of trying to get out, Dean's muscles were sore from the bottom up. Each kick was weaker than the last, until taps and soft knocks were all he could muster.

Being trapped in this confined space didn't help either. A closet stuffed full of sacks, crammed to the point where only a small space from the top remained, that space that Dean now occupied, it was bad from the start. Now, after hours with the closet crammed top to bottom, the air had gotten quite stuffy. Its smell was dirty, relatable to a decade old dusty box full of moth balls. After three hours of inhaling this air, Dean's lungs felt desperate for the forest's fresh, cool, clean air.

Dean was no longer sweating just from stress. The forest outside may have gotten chilly from the night, and the humid wind only made it more so. But the closet had as much air flow as a cemented coffin. Stuffy, cramped, and hot, Dean was starting to feel like he was in an oven. His body screamed for freedom, to at least move a limb enough to scratch the itch on his back. Alas, he was stuck.

He kicked, tapping the door again before sighing, "that . . . is a strong door. Maybe . . . maybe I've at least . . . weakened it . . . at least . . . a little bit". Dean exhaled heavily, summoning all his strength to his lower legs. "Come on . . . come on! One more! One more time with all I've got!"

"One!" Dean shouted, bending his knees as far as possible and scraping them against the roof. "Two!" he prepared himself, ready for this to be the one. The door will break, and he will finally be free. He might have to hide, the phantoms are sure to hear him. "No!", he told himself, "I'll worry about that later! Freedom first! Planning second!"

"Three!!!" Dean roared, bucking the door with all he had.

The door swung open, taking Dean by surprise, as he and the pile of sacks toppled over and out of the closet.

The first thing Dean felt was a waft of cool air rushing over him, relieving him of the heat from that stuffy closet. The second thing he felt was the cold hard wooden floor as he fell face first, before tumbling out and knocking his head onto the bed, opposite from the closet.

Dazed from the impact, Dean rubbed the fresh sore spot on his noggin before gasping happily. He jumped to his hooves, smiling, "I did it! I'm free!"

"Dean?"

Dean froze as a voice suddenly appeared. Three hours in a pitch black closet had adjusted his eyes enough to make out the ponies silhouette, standing beside the open closet and pile of sacks.

"What were you doing in there?"

Dean recognized him immediately, "w- wha- A- Aster!?!"

Aster smiled sheepishly, "hello. You probably weren't e- expecting to see me here, w- were you."

Flabbergasted to say the least, Dean had to take a second to accept that Aster was truly standing before him. "What- w- wha- wha- what are you doing here!?"

Aster stepped forward to reply, before tripping on one of the sacks. He lost his balance and fell forward, collapsing into Dean as Dean caught him.

"Woah! Careful!" said Dean, holding Aster in his forelegs.

Aster blushed, "s- sorry! I- I can't see! Its too dark and r- really scary in here!" Aster looked into Dean's eyes, "c- could I stay close to you? I- I'm r- really scared."

If Aster's eyes had adjusted, he would have seen Dean give him a deadpan expression. " . . . . Sure . . .", he replied with annoyance.

Aster's blush hardened, "I- I have a coltfriend so i- its only temporary a- and I- I, um-"

Dean interrupted, "if your that scared than why are you here!? I thought I told you to head to the mountains! We were out of the forest! You were safe! Why'd you come back!?! How did you even come back!?!"

Aster gulped, "I- I'm sorry! I just- I just- I- I- I just wanted to help! I ran and followed you for awhile and I saw you and the Doctor together so I kept following until you found the house and I hid in a bush and watched for awhile-"

Dean released Aster, cutting him off from his quick talk as he fell to the floor. Dean asked as Aster picked himself up, shuffling closer to him. "You ran back in after I left and followed me, then followed me until I found the Doctor, then followed us until we found the house, am I getting that right?"

"Um, yes."

"Okay, so pray tell, why didn't you just tell us you came back!" Dean asked, rather angrily.

Aster gulped, "I'm s- sorry! I saw you two hide and I saw those two ghost come and almost find you! I got scared and stayed hidden while I followed you. Then I saw you two go into this scary house, a- and I was too scared at the time to go in too so I stayed hidden in some bushes, waiting for you to come back. You never did so I got worried, so I came in and . . . here we are.

"That and I was scared you'd both be mad at me for coming back". Dean exhaled an annoyed sigh, so Aster added, "I'm sorry Dean! I- I just wanted to help!"

"I'm not sure you can Aster. Not that I don't appreciate the help, Celestia knows I could use it right now. But I think if you try and help you'll just get caught by those ghosts too, just like the Doctor."

Aster gasped, "the Doctors been taken by those ghosts!?"

Dean nodded, unaware that Aster couldn't see, "and if you get yourself involved than you'll only end up the same!"

"B- But if I don't help t- than you'll be all alone. W- What will you do?"

Dean sighed, "I'm not sure exactly. Try to find the Doctor of course but . . . I don't exactly know how. But I'll find a way, I have to, if the Doctor hadn't hid me in that closet I would have probably been captured too."

Aster looked to the closet, thinking of what Dean said as he pieced two and two together. His ears perked, "oh! Oh my goodness! D- Did he sacrifice himself for you?"

Dean frowned, feeling the word "sacrifice" stab into his heart. "I . . . yeah, I guess you could say that. He hid me in a closet that only I could fit in, which caused him to get captured. He also took an arrow for me . . . two in fact, for . . . me and my town . . . darn it!" Dean growled, slamming his hoof to the bed and startling Aster. "Time and time again! Time and time again! He just keeps- he just keeps!" he choked as words left him. He felt himself verging to tears and he shut his eyes tight to keep himself from crying. His eyes watered, and he blinked out whatever was there.

He took a breath to compose before speaking, his voice cracking sometimes as he did. "The Doctor . . . he . . . he's done so much I . . . I just wanted to pay him back. I mean, I'm no fighter, and I'm not brave, but I thought- I thought that I could at least . . ." Dean's head drooped, and he paused.

He could feel his tears return as a flood of emotions coursed through, clouding his mind. Savior, defender, hero, those words bittersweet to him, thinking that each defined the Doctor perfectly; and they reminded him of the deeds the Doctor has done. It made him angry and upset, thinking of himself as a failure for allowing the Doctor to be captured, when he should have been doing his best to repay the Doctor. He wished he could come close to that of the Doctor's bravery, or at the very least surmount where he was currently. Than he might be able to repay the Doctor properly.

"Dean? Are you okay?" asked Aster.

Dean sniffed, catching his nose from dribbling, wiped his eyes, and coughed, "fine . . . fine."

"You don't sound fine."

"I . . . I wanted to pay the Doctor back. I know that I'm not . . . experienced, as he is, but I wanted to at least try."

"But why?" asked Aster.

"Why? Because of everything he's done! He saved my home, saved a forest of animals, defeated criminals, and rescued a family! He may not look like it but the Doctor is a hero. I mean, the very first day I met the old stallion he was in the middle of rescuing forest animals!"

Dean sighed, "I want to pay him back not just because of that, but also because he never asked for anything in return, and because . . . and because it wouldn't feel right if I didn't do . . . something". He chuckled weakly, "and you know, with everything that's happened I almost forgot the Doctor said he would help me continue my studies. I mean, I didn't ask to come, he asked me if I wanted to. I could have said no, I thought about it too when I was packing. But after seeing what he was capable of, I don't know. I wanted to come to continue my studies but . . . it was something else, another reason I wanted to go, I don't know how to explain it. Either way, he's helping ponies all the while helping me pursue my dream of astronomy. And I wouldn't feel right not to pay him back."

A quick silence passed the two before Aster responded, "the Doctor sounds amazing."

" . . . Yeah . . . he really is."

"Why did he ask you to come with him?"

"He said he was lonely. He told me he used to travel with a lot of friends, but they're all gone now."

"Oh, poor dear, but don't you think that traveling with him is perfectly fine?"

"What do you mean?"

"Well, you said the Doctor has never asked for anything in return, for all those things you said he did, right?"

"Yeah, that's right."

"Well, I could be wrong, but what if that was the Doctor asking? When he asked you to come with him?"

"What do you mean?"

"You say the Doctor has never asked for anything in return, but that might not be true. I think he's never asked for anything that you would expect of someone to ask. He didn't ask for money, he didn't ask for ponies to spread his name, but he did ask you to come with him."

"That's- well, that's different."

Aster shrugged, "it could be, but of anything the Doctor could have asked for he asks you to come with him."

Dean thought about that for a moment and summarized, "so . . . the Doctor asks for me as his reward for saving my town?"

Aster chuckled, "no silly! He asked you to come with him because he was lonely and wanted a friend! Tell me, when the Doctor asked you to come with you what all had you done together? Because it sounds to me like the two of you had been together for awhile."

"Not that long actually. The Doctor and I had met just the other day before he asked. I was there when he saved forest animals from being taken by criminals. After that he offered to take me home, where we found it taken over by even more criminals. My mother and I were captured and the Doctor found my dad and Sugar, a mare who runs a shop, and rescued us. We almost escaped but were cornered by the criminals, where the Doctor challenged their leader to a dual."

Dean's face brightened, thinking back to that dual. "Oh it was amazing! That old stallion, I don't know how he does it, well I do know because he told us how, but I still don't know how he does it! All those years of adventuring I presume. He and their leader are on the streets, taking their paces, and the entire town is dead silent. The countdown goes to zero and the two turn to each other and fire their bows! The Doctor takes a hit but he doesn't fall! And he fires at their leader!"

Aster gasped, "did he kill him?"

Dean shook his head, "no, and that's another thing about him. He tries so hard to save ponies and fight criminals, but he'll take the extra step to not kill anyone. He fired his bow precise and struck their leader in the shoulder. No one died, and the criminals gave our town back to us!"

"Wow!" Aster exhaled. "That does sound incredible. And this is the same day he asked you to come with him?"

"Yeah, after everything was said and done he came to my house. Originally he was going to leave without me, and he nearly did. But, I guess he changed his mind, and he came back and asked if I wanted to come with him."

Aster put a hoof to his chin, thinking aloud, "that makes sense."

"What does?"

"Why the Doctor wanted you to come with him."

"I know, because he was lonely."

"No Dean, not just that!" said Aster, frowning. "Don't you think that maybe you and the Doctor formed a bond together in the short time that you were together?"

"Well of course we grew closer! How could you not after all that?"

"And if you two grew closer than doesn't that make sense that the one thing the Doctor asks for is simply for you to be there for him?"

He hadn't thought about that, and thinking now, he had misinterpreted what Aster meant. "So . . . the Doctor wants my friendship as a way to pay him back?"

Aster sighed, "no Dean! I'm saying that the Doctor asked you to come with him simply because he wants you to be with him! That's the one thing he asked for is friendship! And he didn't ask for it as a reward, he gave you the choice to come with him, didn't he?"

"Er, yes?"

"And if you had said no than don't you think the Doctor would have been okay with that? Maybe he would have been sad but would never force you to go with him, would he?"

"He . . . no . . . no he wouldn't."

"What I'm trying to say Dean is that the Doctor sounds like someone who simply wants someone to be there with him. Sure its nice to pay somepony back for something they did, but if you two are really friends than the Doctor probably doesn't expect you to pay him back, just being there with him is good enough."

"But if I don't pay him back than that would be taking advantage of him."

Aster shook his head, "no, no Dean. If you took advantage of him than you wouldn't be caring about him this much. Its okay for someone to do something for there friend and not get anything back all the time. Like when Larkspur buys us tickets to see a play, or when I bake a cake for him, we just do nice things for each other because we love each other."

"But this is different, he's saved lives! How can I not do anything about that!"

Aster stepped closer to Dean and patted his shoulder, "oh Dean, don't you see you already are? Your so worried about him, and you care about him. Being there for him as his friend is already doing something.

"Dean, why do you want to pay him back?"

"Uh, I already said because-"

"No, honestly, why do you want to repay him? What do you feel that makes you want to pay him back so bad?"

"What do I feel?"

Aster nodded, and Dean contemplated that. Not just why he needed to repay the Doctor, but why he felt the need to repay the Doctor. The simple answer is the one he's already said, "because of everything he's done". But thinking about it, that wasn't a feeling, it was an excuse to hide his feelings. What he truly felt was the need to exceed expectations, to impress the Doctor. After everything the Doctor had done it wasn't merely that he wanted to repay the Doctor, he didn't want the Doctor to think less of him because he couldn't compare to what the Doctor can do. But it was deeper than that, not just a colt trying to impress a friend. A colt, trying to impress his first friend.

Dean swallowed and hesitated, but chose to be honest with Aster and speak his mind. "I've never really had friends when I was younger. I was bullied when I was a kid because I lived on a farm, and at the time I wasn't, eh, financially stable."

"Oh", said Aster, understanding what he meant.

"Nopony wants to be friends with the dirty farmer colt, so I kept to myself. While everyone else was playing hoops or hide and seek, I was in a classroom studying. Things were like that until I was about fifteen. The bullies either got bored picking on me or grew up so they left me alone, but I was used to never having friends so I never bothered with it, even afterwards. I mean, townsfolk know my family by heart so I'm technically friends with the ponies in Dodge Junction, but my own friends, someone you can really relate to and trust, I never had that."

"Your afraid the Doctor might not like you?" asked Aster.

Dean nodded slowly, "he's my first friend. I don't . . . want him to think I'm not good enough to be his friend."

Aster smiled sadly, "Dean, that's just silly, the Doctor would never think that."

Dean sighed, "I know that I just . . . can't help but feel that."

A strong gust from outside blew suddenly, and the two heard it through the walls. Neither knew what time it was, but this long into the night had finally cooled the house a bit. With no ventilation the house had been stuffy and hot. Now, mildly warm, and still unbearable to breath in. A silence passed with the two unsure of what to do. They feared the phantom walking in at any moment, despite having never returned after capturing the Doctor. They were uneasy, feeling the need to do something, but without any plan or guidance to tell them what to do. Aster took the time thinking, figuring out what to say to Dean, while Dean simply sat staring at nothing, stuck in his empty mind.

"You want to know why I came back?" asked Aster. "Larkspur and I met a year ago, I was being bullied by some ponies in Marzipan. Larkspur was searching for fertile daisies for the pollen when he saw me being bullied. He stood up to them and protected me when they started fighting. I was so grateful, and I felt the same way you did for awhile, wanting to pay him back."

"Which you did?" asked Dean.

"Um, in a way. I bandaged his wounds and helped him home where he introduced me to his family. Soon after our two families became friends and shortly after that Larkspur and I started dating. And that's all it took in terms of "paying him back". But that's not what it was about.

"I came back because we love each other, and I know that if I were the one taken instead Larkspur wouldn't rest until I was safe. When I was out there leaving the forest I didn't think about returning because I owe it to him for defending me, I did it because I can't rest until I know that he is safe. Do you understand Dean?"

"Yeah . . . kind of."

Aster gave Dean a small grin, "and you know, I think the Doctors right about you". Dean looked curiously to Aster, not knowing what he was getting at. "You really don't give yourself enough credit. Because I think when you saved me from the ghost was really brave."

Dean grinned sheepishly, rubbing the back of his head. "I'm not normally like that, spur of the moment you know?"

"Oh stop that! You are a brave pony Dean, and your very loyal. I think after we find the Doctor you should talk to him, and tell him how you feel."

"You think so?"

Aster nodded, "of course."

"Well . . . alright, guess that makes the most sense. Just tell him how I feel, guess I'd have to do that after we leave. Thanks Aster."

Aster chuckled, "your welcome Dean. So, do you have a plan so that we can leave this scary forest?"

"Right! I . . . have no idea", Dean said, frowning.

"Well, did you and the Doctor ever find out where Larkspur is?"

"Yes and no, we looked around the bottom floor before the ghost arrived. After that we ran upstairs and hid here. Well I hid, the Doctor . . . yeah. Anyway, before he was taken the Doctor did mention about searching in the basement."

"There's a basement?" asked Aster.

"You didn't see it?"

"No, its too dark. I had to shuffle around until I found the stairs. I followed it up here, but I didn't go anywhere else", Aster explained.

"Oh, so you didn't see what the rest of the first floor looked like?" asked Dean.

"No, why?"

"Ahhhh, I think you'd rather not know."

"Is it scary down there?" Aster asked, a slight shiver running up his spine.

"Um . . . you can say that", said Dean, looking past Aster to the exit door.

Dean took a step, intending to walk to the door and check the hallway, before he nudged against something soft. Looking to the floor, Dean had forgotten about the sacks that had filled the closet, as he and Aster were enwrapped in their short discussion. Giving the sack a small kick, Dean asked, "what's in this?"

Aster squinted, trying to see what Dean meant. "Huh? What is it?"

"Its a sack, there's a couple of them in the closet."

"Oh, I'm not sure."

"Hmm, well only one way to find out". Dean reach for the sack top, before Aster stopped him. "Wait!" he said, reaching out to Dean, "don't open it! What if there's something dangerous inside!"

"Well I was crammed against these sacks for the past three hours. If there really was something dangerous in these than I think I'd be dead."

"Oh, well, even still-"

"There also might be something useful in here, to tell us what happened around here, and why there are ghosts", Dean explained.

"Why would you want to know that?" asked Aster, shaking at the thought of investigating these ghosts.

"Oh I don't. Admittedly I am a little curious, but I'd rather high tail it out of here than stay another minute. But the Doctor will want to know more, so I think this will help him."

"Well, if you say so. Just, be careful."

"I'll try", Dean reached out, keeping as much distance between he and the sack as possible. It was sealed well, but the rope itself felt to be losing its pull, slowly becoming loose. With the rope untied he let it fall to the ground before opening the sack wide. He had to squint to see what was inside, maintaining his caution. At this point, he hadn't a clue what to expect, so he prepared himself for anything. Only, once he did manage to see inside the sack, he found it was filled with various, questionable items, that took him off his guard. Dean reached inside, pulling out a teddy bear from the pile of various contents. "Well, at least it isn't something horrific. Though, not exactly what I was expecting to see stuffed inside the closet of a haunted house."

Aster squinted to see what Dean held, barely making out its tiny silhouette, "is that a teddy bear?"

"Yeah, and not just that", Dean stood to his hind hooves, gripping the bottom of the sack and turning it upside down, dumping everything onto the floor.

A wide assortment of children toys came spilling out. Dolls, wooden swords, paints, children's drawings, small cowboy whips, safari hats, wooden shovels, bows with fake arrows, and a few bottles of what appeared to be large, red marbles.

"Oh!" Dean said excitedly, grabbing the whip. "We have these back on my farm, albeit a lot larger since those weren't toys."

Taking interest, Aster grabbed a teddy bear and a small wooden sword, smiling adoringly as he placed the sword into the teddy bear's paw. "Was this a child's room?"

Dean grabbed one of the larger safari hats and placed it snug atop his head. A brownish tan hat nearly fitting him, replicating the originals design while clearly bearing fake, low quality fabric. Dean smiled, feeling cool wearing the hat, "I think so. That would make sense why there are toys in here."

"You think the other closets are full of toys too?" asked Aster, placing the bear and sword on the bed. The glass bottles with the red marbles intrigued him, so Aster took one of the bottles from the pile and grabbed at the cork, struggling to pop it off.

Dean gave the toy whip a small flick, letting it snap, "I don't know, never got to check the other rooms". Dean stopped, thinking for a moment as he looked quizzically to Aster. "Now . . . I've never been one to believe in ghosts personally, but from what I have heard, ghosts are, essentially, dead ponies? Or spirits that are haunting something or somewhere?"

"Uh, well, that's kind of it. I've heard a lot of different things about ghosts."

"But a dead family, you think that sounds like a possible way to bring about a haunted house?"

"What are you talking about?" asked Aster, growing concerned.

"Ghosts are spirits that haunt buildings or items, at least, that's what I've read from horror books. And if we are to assume that those books contain factual evidence, which I never thought would ever be the case, than that means this house might be haunted by those two ghosts."

"The Queen of the Forest and that stallion?"

"Yes."

"But what does that have to do with a "family."

"Because king and queen means they must be a married couple, so that would explain there being a mother and father for a child. We're in a child's bedroom, and the Doctor and I saw three doors in the hallway for three bedrooms, one for each of them. It would make sense that this house is haunted by a family!"

"But we haven't seen a third ghost", said Aster.

"True, but we didn't see that second one either until after we met the first one, so a third one might be around here somewhere."

Aster gasped, both at Dean's theory and the cork popping off suddenly, "you think so!?"

"Maybe, but I can't be too sure. The Doctor's much better at this, we'll need to find him and see what he thinks."

Aster sniffed the contents of the jar, cocking a brow before dipping for another scent. "That's kind of strange don't you think? That if the two ghosts are married than how come they have separate rooms?"

"I, uh . . . huh, that is a little odd. Maybe they do share a room, and that third room is for a second child?"

"You think so?" Aster asked, going for another sniff.

"Eh no, not really. Two ghosts claiming to be king and queen, room full of children's toys, three bedrooms, not to mention this house is in the unclaimed forest. Honestly, I have no idea what any of it means. We need to find the Doctor, he'll know how to piece this together."

Aster sniffed the contents of the bottle before replying, "okay, but we need to get to the basement first. And that ghost is still down there."

Dean turned to Aster, "wait, who's downstairs?"

"The ghost that chased us earlier. When I was waiting for you to come out I saw both ghosts go inside, but I only saw the stallion ghost leave. If the Doctor and Larkspur are in the basement, do you think she's down there with them?"

Dean stomped a hoof, aggravated, "Darn! I think you might be right. Thank Celestia one of them isn't there, but we'll need to get past that second ghost in order to find the Doctor and Larkspur, and anyone else who might have been captured."

"But how can we get past her?" asked Aster, smelling the bottles contents again.

"I don't know . . . hmm, if we had been the ones captured instead, and the Doctor was here, what would he do to save us? Because I know he would think of something just . . . what exactly?" As Aster took another whiff of the bottle, he caught Dean's attention. "What are you doing?" he asked.

"Smelling this, I think its candy."

"Candy?"

"Yeah, here", said Aster, handing the jar to Dean.

Dean looked curiously to the large red balls inside the jar before taking a small sniff. Which seemed plenty as Dean sneezed, his nose attacked by a fiery, cinnamon scented puff of air. He coughed as he returned the jar to Aster, "Kohff! W- W- What is that!?"

"I think its one of those jars you can buy at the candy store. The one with the assorted candy. But it looks like all the other candy is gone, all that's left are the hot balls."

"Hot balls?"

"You don't know what hot balls are?" Aster asked, giving him a skeptical look.

"I don't eat candy."

"Oh they are really good! Its tastes like cinnamon on the outside but has a chili pepper paste on the inside. I guess it would make sense that a child wouldn't want to eat this, since we found it in a child's bedroom."

"Why in Equestria would there be candy in here- Kohff! W- Where did it come from?"

"From the sack?"

"No, I mean, who made it?" said Dean, feeling his eyes sting from the smell.

"Um", Aster turned the jar around, finding a small label attached to the bottom. He read it aloud, "Swirly Pop's Assorted Candy. Made with love in- Mane City?"

Dean felt his heart quicken at that, becoming curious and excited. "Mane City? Candy from Mane City, here of all places? How does candy from there get here? What does that mean?"

Aster thought for a moment, placing a hoof to his chin, before replying with a shrug.

Dean sighed, "yeah, I don't know either". He pointed to the jar, "but that's good! We need to tell that to the Doctor, he will definantly want to know this!"

Aster agreed, nodding, before sniffing the hot balls again. "Aw, I wish we didn't find these in a scary house! I love spicy candy."

Dean rubbed his nose, thinking of the smell. "How could you enjoy that? It makes my eyes hurt just from smelling it?"

Aster shrugged, "I just like spicy food."

Rubbing the sting out of his eyes, a thought popped into Dean's head. He looked to the jar of candy, then looked to the fur on his hoof, damp from enveloped tears from the sting. Suddenly, it brought him back to earlier. Back when Dean used the Doctor's torch to escape from the phantom, blowing those exploding rocks into her face. It struck him, a possible plan they had and a weakness she had that they could use to fight with: her eyes. "Aster, what did you say was inside those "hot balls?"

"Hmm? Oh, uh, chili pepper paste."

"And you enjoy these, so how would you eat the paste on the inside?"

At that question, Aster tilted his head curiously. "Have you never eaten a hard candy before? You just suck on it and let the hard candy dissolve in your mouth. When it gets small enough the paste will just come out."

"Ah, dissolves in your mouth, with your saliva. But, it could also dissolved in water, couldn't it?" asked Dean.

"I guess?" Aster more asked then said, unsure of what Dean was talking about.

"And if I was to eat one of these "hot balls" and rub my eyes, would it sting like a real chili pepper?"

"Uh, I don't think so. Not unless you spit it out and get the liquid in your eyes. Which would be gross so I'm not sure why you would do that."

Dean smiled, "there's a kitchen downstairs, a lake outside, and we have a few jars of hot balls, Aster!" He exclaimed excitedly, pointing to Aster, "are you thinking what I'm thinking!"

Aster frowned, "eh, no, I have no idea what your talking about."

Dean sighed, "earlier when we escaped the ghost back in the forest I used that torch the Doctor gave me. It blew all those exploding rocks in her face, remember that?"

Aster nodded, "oh yeah! That was neat!"

"Well, what if we do that again? Only, we don't have those rocks with us so we'll have to improvise."

At that, Aster suddenly connected the dots. "And you want to hit her in the face with hot balls?"

"No, not hot balls, the chili paste inside the hot balls. After all of the balls have dissolved in water, the both of us will go down there and splash this in her face! She'll be blinded long enough for us to rescue the Doctor, Larkspur, and anypony else who are trapped down there!"

"But what about the second ghost? Won't he hear her screaming and come back?"

"I think so, which is why we'll just need to move fast!"

"Alright, and then what? We run out of the forest carrying all those ponies?"

Dean rubbed his chin, thinking for a moment, before sighing. "Honestly, I'm not sure. But I think if we find the Doctor he'll come up with a plan quickly, so we shouldn't have to worry about that. If not, the best we really can do is just try to escape."

"Well . . . I- I don't know. Those exploding rocks are one thing, but chili pepper water? How long do you think that will blind her for?"

"I don't know, it depends on what pepper is used in the paste. Could be an hour, or could probably be less."

"What's the least amount of time do you think we'll have?"

"Probably . . .", Dean sighed, frowning. "I think we might have only a few minutes."

Aster shivered at that thought, searching in a dark scary basement with only minutes before the phantom attacks. "Oh dear! Well, what will we do if we run out of time."

"Er, we . . ." Dean went silent. He wanted to answer that, but he didn't have a clue what to do. If he was honest with himself, formulating this plan and finding a clue for the Doctor was impressive, and made him feel determine, and he didn't want to lose everything on this obstacle. Her eyes, that was the only weakness he could think of. Catch her by surprise, splash her with pepper water, then she can't see. But they wouldn't have long, and no plan he thought of would fix that.

Perhaps the Doctor would figure that out? That was a nice thought, but he would just be working on an expectation that the Doctor would be able to do that. What if the Doctor couldn't make a plan? What if he's hurt after being taken? Or unconscious? It was nice to think the Doctor will help them after he's saved, but that possibility that he won't be able to lingered in his mind.

Struggling with a plan made Dean sigh, exasperated, as he drooped his head. Doing so, he looked to the empty sack on the floor, along with the toys scattered about. More particularly, he was looking to the rubber toy whip.

He picked up the whip, observing it closely as he thought aloud, "four strings, loose connection in the handle, six feet, definantly not meant for whip wielding. But it might just work-"

"Um, sorry, what are you saying?" asked Aster.

Dean exhaled slowly, putting himself into a state of mind. He wasn't strong and he was scared, but for the Doctor, he was going to have to put that aside. He was afraid of what he had planed, but if they only had a few minutes, than he was going to have to accept it.

"It isn't about paying him back, its about doing what's right simply because its right, for the ones we care for. Is that right Aster?"

"I beg your pardon?" asked Aster, confused.

Grabbing the rim, Dean adjusted the safari hat, bringing the front end angled down slightly. He looked upwards to Aster, with only the bottom half of his eyes visible, then took a deep breath. "Aster, I have a plan, but I'm going to need you to trust me."

"Um, sure, I trust you. W- What exactly do you have in mind."

" . . . Something I was taught, something I never thought I'd ever use."

The M.E.I.D.P.H.A.T

"AAAAAAAAAAAAGH!!!" the Doctor awoke in a cold sweat. Thrashing wildly before coming to his senses, breathing heavily as he felt his heart racing through his chest.

Looking about, the Doctor realized he was in bed, back in his room, safe in the M.E.I.D.P.H.A.T. Though it was too dark to see the room in whole, he could tell this bed was definitely his. With its bright blue blankets, white sheets and pillows, fresh smell of fabric cleaner, and its safe, homey, comfortable, familiar feeling.

His breathing calmed slowly as he looked to his bedside table, seeing his digital clock say five thirty. He groaned and fell back onto his pillow, "a dream . . . it was all a dream . . . I . . . I could have sworn that-" The Doctor suddenly sat upright, "wait . . . wait a second. Somethings not right, I'm forgetting something, something important. I'm, I'm, uh-" the Doctor gasped, "Dean!"

Ripping off his blankets and bounding off the bed, the Doctor rushed out his room and down the hall.

The double doors flung open, and the Doctor galloped into the eerily dark console room, finding another pony there. A colt about ten years old, standing on the opposite side of the console, staring at the exit door.

The Doctor stopped as soon as he noticed the stranger and spoke with caution. "Hello there, little one", the Doctor added, noticing the pony to be a colt. The colt didn't respond and continued staring to the door.

The console room was too dark to allow the Doctor to see the colt properly. Taking a step, he looked over the console to get a better view of the colt, while maintaining caution. "Can you tell me how you got in here?" No response, the colt just stared without moving.

Feeling uneasy, the Doctor shouted over his shoulder, "Dean are you awake! I need you in the console room!"

"You won't find him here", the colt said suddenly, his voice surprising light, almost like a filly's

"Excuse me?" the Doctor asked, looking curiously to the colt.

"You won't find your friend here", the colt repeated, continuing to stare at the door.

"My friend? You mean Dean? Why isn't he coming here? Why would you say that? Who are you exactly?"

Silence for a moment, before the colt replied, "he isn't your friend. He is the Doctor's friend."

Now the Doctor was very confused. "What? Sorry, I am the Doctor-"

"No you are not", the colt interrupted.

"What do you mean I'm not?" the Doctor asked, looking concerned.

"You are not the Doctor. The one born from a world unknown. Birthed from a name, created by one who too bared a false name. The one who began the journey and the very reason for his existence. You are not him, he is dead, you are an imposter."

Now the Doctor felt both confused, and unnerved. "I'm a wha- what are you talking about? Who are you!?"

Another moment of silence, before the colt said slowly, "you know who I am."

The colt turned from the door, facing the Doctor directly. Through the darkness the Doctor, now, could just make out the colts blue hair and red eyes. Which were enough for the Doctor to realize who he was.

The Doctor stepped back, feeling his heart race as his rear bumped into the door leading to the hallway. "No, no, no, no, no, no, that's impossible. You- you . . . your lying. Your lying! Who are you!?!"

"You know who I am", the colt repeated, stepping closer to the Doctor, yet keeping a distance. His messy blue hair, piercing red eyes, and clean white fur were easier to see as the colt approached the Doctor.

"No . . . no! You are not who you say you are! Who are you!?!" the Doctor roared, pointing angrily to the colt.

Not once had the colt's emotions changed. He remained expressionless as he said in a monotone, "I am not who I say I am? No, you are mistaken. You are not who you say you are."

The colt took another step forth and pointed to himself. "I am the Doctor, and you are a fake."

Suddenly, the Doctor felt excruciating pain course through his abdomen. As if the colt's words were knives, the Doctor felt this pain stab into him, as he clutched his gut and fell to the floor. Curled into a fetal position, it flowed through to the rest of his body, igniting the Doctor in an inferno of pain. "W- What's hap- what's happening!?"

"Your time has come. You cannot lie any longer."

"Y- Your doing this! A- Aren't you!" the Doctor shouted, coughing.

"No, not I. What could I have done to stop this. It is impossible, such as your delusion of an existence without end."

A sudden spike pierced the Doctor's heart, and he writhed as he groaned. Erupting like magma, he felt a burning sensation flow from his heart, coursing through his veins, and burning his body from the inside out. The Doctor coughed, "ooowwww! What is-" The Doctor froze as he looked to his hoof.

Engulfed in a shimmering, golden flame, the Doctor's hoof shined bright in a yellow white glow. A replicate flame, burning strongly, erupted suddenly from his opposite hoof, increasing the shines brightness. Slowly, the two flames crept down the Doctor's legs, until the two met on his chest and combined. Covering his body, the fire continued to creep, until his lower half was ignited in a golden flame, leaving only his head exposed.

The Doctor's jaw fell agape, panicked, as he struggled to comprehend what was happening. "I- I don't- I- I'm not controlling this!!!" He glared to the colt, "what are you doing to me!?!"

"Nothing, I cannot control what is meant to be". The colt stepped forward and leaned close to the Doctor, "and, neither, can, you!"

The fire crept slowly, inching upwards on his neck towards his face. "No! Its not true! This isn't happening! I refuse!!!"

"I am dead, the Doctor is dead. You are not the Doctor, you are a fake!"

The fire burned his chin, as the Doctor felt it creep along his lower face. "I am not a fake! I am the Doctor! I am the Doctor!"

"Perhaps before, but not anymore, not in the end of the past, not when you change."

His vision was blinded in that golden glow, creeping past his jowls and nearly covering his entire body. Leaving only his eyes, blinded by the fire of his burning, dying body.

"Noooooo! I will not change! I refuse! I refuse!"

"The end of the past begins with a lullaby. You die so you can live, but you will remain dead as he arises. And he will live on as you, but never in your image. For, he is not truly you, and he never will be. You know that, you do . . . and you cannot stop it . . . no one can."

"No! Please no! Please!"

The fire crept, the Doctor's body was covered top to bottom, his eyes now enflamed. Burning more powerful than before, reducing the Doctor's body to ash. He felt it start from his lower half, his physical body disintegrating.

"NOOOOOOOOOOOOOOOOOOO!!!"

"AGH!" the Doctor gasped, darting upright. Breathing heavily, the Doctor felt his senses rush back to him, with a harsh mildew odor being the first. It took a moment before he realized where he was, looking to his surroundings.

It appeared as a dungeon made from cement, illuminated by several rose colored candles: three on a small table by the door, three on the far end of the room, and another three beside the Doctor in the corner to his right.

The room itself was a perfect rectangular block. Forty eight feet long, fifteen feet wide, eight feet tall, made entirely of cement, and with one door and no windows. The door was closest to the Doctor, directly in front of him from his rusted iron cage. The willow door was hinged with the same iron as the cage, with a sphere handle decorated with a metal plated insignia. A large gold and silver symbol, the entirety made into what appeared as two alicorns flying in a circle. One flying around a bright sky, the other flying on a star lit night. The symbol of Princess Celestia and Princess Luna. The Doctor noticed the symbol, looking at it curiously.

The door was a foot from the wall, across from the Doctor and on the right end of the room. The rest of the room left of the door was a clear walkway, allowing one to have access to the cages that lined a row on the Doctor's left.

A row of cages, cemented into the ground, floor, and walls, were all the same size: eight by eight by eight. First the Doctor in his cage directly across from the door. Beside him was a stallion, sleeping on his side in the center of his cage. A somewhat larger than average stallion, he had a dull purple coat and a messy black mane. Though, his colors didn't interest the Doctor, it was his cutie mark. A cactus shaped plant, covered in white and purple flowers. A plant the Doctor recognized.

The Doctor's jaw fell agape as he murmured to himself, "a larkspur?" Realizing who this pony might be, the Doctor scooted closer to him and whispered through the bars. "Larkspur? Larkspur is that you?" No response, Larkspur was out cold.

The Doctor looked over Larkspur and spotted three others, each in their own individual cages. A total of six cages, with the last one at the far end of the room empty.

Beside Larkspur was an average sized bright orange stallion with a curly purple mane, with a cutie mark in the shape of three orange liquid drops. Beside him was a cream colored mare with a peach colored straight mane. Her cutie mark shaped with two cinnamon sticks crossing each other in an "X". The last one was an all black, bony stallion. Bald, and with a swirly white and black striped cutie mark, baring a distinct likeness to an hypnosis wheel.

Looking to each pony's distinct color, it reminded him of the colt in his dream. That small, white furred child, with a blue mane and red eyes. Standing above the Doctor as he was engulfed in flames. A golden flame, hot enough to burn a phoenix pony to ash. A species that is supposed to be immune to almost anything hot, let alone fire.

That fire, that shimmering, blinding, burning, golden fire. It made the Doctor shiver, before freezing suddenly. He knew it was just a dream. Though, would it be possible that not all of it was a dream? That fire truly felt like it burned.

Dreams could hurt, he knew that. Or, at least, dreams can make one believe that they are truly hurt, only to wake up feeling nothing. But that thought did nothing to relax him. Everything else may have been a dream. But that part, the last of his dream, where everything turned gold and he was engulfed in a fire that actually harmed him. What if that part actually happened?

He had heard of some who changed while unconscious. Though, it seemed very unlikely that, in this case, he would change while he himself were unconscious. He didn't have anyway to prove it, that thought was purely to help him feel better; it didn't.

He didn't think that girl killed, as evident to Larkspur and the other foalnapped ponies laying in their cages next to his. Than again, what if they weren't unconscious?

That worrisome thought made his heart race, and he patted his body, checking himself. Weak bones, skinny frame, mare like jaw structure, feeble wings, and of course his mane, having lost its color, now faded to a gray turning white. That helped a little, and he breathed a relieved sigh before looking to Larkspur. The phantom hadn't killed him, or whatever the phantom had tried to do to him may not have worked. Otherwise, he expected he'd still be laying on the ground like the rest of the ponies. That concerned him, as he was unsure whether the others were actually "unconscious", or worse. Hopefully, the phantom wouldn't go that far.

"The phantom?" that's right, the Doctor remembered something, the last thing he heard that filly say before he fell unconscious: "chocolate milk?" Interesting, that the mysterious black liquid was actually chocolate milk this whole time. Those letters and splatters on the walls downstairs, those were all chocolate milk. That explained all the mold.

Now that was interesting, that the filly would be drooling chocolate milk, but it did give him a crucial clue to what might be the cause for all of this. He knew from the start that she wasn't a ghost or a phantom, experience alone told him that. Even still, he didn't know exactly what she was, until that crucial bit of information. It made sense, a ghost that drooled chocolate milk, why would a ghost drool chocolate milk? Well, who else likes chocolate milk? The very same creature that is spreading his chaos through equestria at this moment.

That made sense, the Doctor couldn't think of anyone else who was responsible. Than again, though it made sense the he would be responsible for this, what didn't make sense is why he would have ponies kidnapping other ponies. The Doctor didn't remember that to being something he would do. Puzzled, the Doctor scratched his head and felt his heart stop.

Something was missing. Quickly, the Doctor's sights darted about in a search. One that took mere seconds with how empty the room was, despite its size. Six cages, two coffee tables, nine candles, five ponies, and no fedora. The Doctor sighed, "darn it! Why the fedora! They always take my fedora!"

"AAAAAAAAAAAAAAAGH!!!"

Suddenly, the Doctor covered his ears, feeling an horrific shriek pierce through him, vibrating the cages. The screaming stopped, and the Doctor felt his ears ringing. Whoever screamed was still howling, not nearly as loud, but was clearly in distress. He recognized that scream, muttering, "its her!" He wasn't sure what was happening, but locked in a cage made him defenseless. If something was happening he wanted to be prepared, so he went to work on picking the cage lock.

Wasting no time, the Doctor dug in his inner vest pocket and swiped out a thin, sharp pin. A second after, he found his screwdriver and swiped that out as well. Finding his tools, he entered the pin and searched for the proper chamber, before giving the lock a slight turn with the screwdriver after he had found it. The first chamber clicked into place, so he repeated the process. Searching for the second chambers placement, shifting it with the pin, and listening closely for the small "click" to let him know he found it. Once he did he repeated the process a third time, before moving to the fourth and last chamber. Three fourths of the way there, the Doctor had nearly unlocked the cage before he heard a voice he recognized, surprising him enough to make him stop.

"I think he might be in here!"

"Is that-", the door pulled open suddenly, revealing who was on the other side.

With a gasp, Aster ran into the dungeon, smiling happily, "Doctor!"

Shaking his head, the Doctor exclaimed, "wha- what!?! Aster!?! What are you doing here!?!"

Trotting to the Doctor's cage, Aster replied quickly, "there's no time! We need to get out of here before the ghost comes after us!"

"The ghost! Wha- h- how did you get past her?"

"Um, well . . ." Aster started.

A Moment Earlier

Knock, knock, knock.

Aster knocked on the basement door, with Dean standing behind him, holding a bucket of water behind his back.

It took half an hour to find the bucket; moving cautiously slow the whole time. With what Dean had seen earlier with the kitchen, he moved even slower just to not touch or step in anything rotten. He had asked Aster to stay in the entryway because he knew Aster wouldn't want to be in this horrific kitchen. But after fifteen minutes of searching his hooves were soiled in filth, so he washed his hooves in the lake while trying to figure out how to carry the water. It was while washing his hooves he remembered the cleaning closet next to the kitchen, and he galloped quickly to search there. Sure enough, he found a bucket with a mop poking inside. Toss the mop away, and Dean had what he needed. It than took ten minutes more for the hot balls to dissolve in the bucket of lake water. Afterwards the two returned inside and set there plan to motion.

Dean ran upstairs and returned quickly with a sack full of toys, placing it by the front entrance while Aster waited by the basement. Afterwards, Dean met with Aster by the basement door, bucket in hoof, and Aster knocked three times.

"Are you ready?" Dean asked.

Aster replied, shaking, "a- are you sure the Doctor will be-"

"He'll be fine with it", Dean interjected. "Just find the Doctor while I keep watch on the ghost, got it."

"Um-"

Before Aster could reply, the basement door creaked open. From the entry revealed the phantom, on odd, ominous red glow illuminating behind her, giving a dim light to the room inside.

Smiling maliciously, she exclaimed excitedly, "my king!" Upon seeing the two she paused, having expected the stallion phantom only to find Aster and Dean.

Before she could react, Dean attempted to attack. He had intended to thrust the bucket forth, plunging the water inside onto her, keeping hold of the bottom as not to lose his grip on the bucket. However, with what little space he had in the staircase, as well as the weight of the bucket, Dean was unable to thrust the heavy bucket and instead lost his footing.

"Woah!" he tripped and managed to catch himself on a lower step closer to the phantom, spilling a handful of water on her shoulder as he did so.

An uncomfortable silence passed as Dean, his face a mere foot away from the phantom's, chuckled weakly. Aster could almost feel his heart stop as he watched Dean. He was confident that the plan would work, enough so that he didn't bother catching Dean when he stumbled. For, Aster had mistaken his stumble for a proper movement of splashing a bucket of water onto another ponies head. His pupils, to the speed of sound, shrunk to pin tips as his jaw dropped. "Uuuuuuuuuhh", Aster squealed, his pitch so high it came out nearly as a whistle.

Amongst the silence, the Phantom stared to Dean, before her eyes slowly drifted to the wet spot on her shoulder. She touched it, looked to Dean, to Aster, back to Dean, then to the bucket. Her smile actually wavered slightly, as she was honestly confused to what the two had attempted. However, taking a second glance to the bucket, almost immediately, she came up with an assumption. "Did you just spill water on me?" the Phantom asked, scaring the two with how normal her tone was. Without any hint of horror or threat, just on honest question of genuine confusion.

Dean gulped, "uh, m- maybe."

Her tone reverted to normal instantaneously, as the Phantom spat a trail of milk onto Dean's face laughing. Dean spat and wiped his face as the Phantom shouted, "y- you were going to attack me with water!?! ARE YOU SERIOUS!?!" She fell into a fit of laughter, so hard that she had to grip the wall not to lose her balance. "That's your plan!?! Water!?! AHAHAHAHAHAHA!!!" She sat on her hunches and gripped at her sides, wiping a chocolaty tear before pointing mockingly to Dean. "I hope that's your plan to confuse me while you grab the sword that's strapped to your back! B- Because this hardly seems like a fair fight-"

SPLASH!

With his second chance it was much easier for Dean to thrust the water out of the bucket and onto the Phantom. And with how hard she was laughing she didn't bother to move as the water drenched her. Covering head to toe and penetrating her eyes.

The effects were immediate. The water stung every inch of wet skin, and she felt a thousand red hot pins stab her orbitals as the water burned and blinded her. She screamed an ear splitting screech, blasting Dean and Aster in milk and piercing the basement in a booming echo.

AAAAAAAAAAAAAAAAAGH!!!

Dean dropped the empty bucket and grabbed Aster's shoulder, pushing him into the basement past the Phantom. "Come on!" he said, entering the basement behind Aster.

The two entered and went to work, leaving the Phantom laying at the foot of the stairs. Holding her eyes and sobbing, she shrieked, "IT'S PEPPER WATER!!! W- WHO PUT'S PEPPER IN WATER!?!"

Dean and Aster looked around quickly. The basement consisted of four parts: A hallway to the right, two doors to the left, and the central room they stood in.

The basement was a large cement block. The wall, the floor, the roof; a fifteen, by fifteen, by fifteen foot cube. The floor was bare, as were the walls, spared an inch every here an there with a rose red candle posted on a metal spike. Two candles on each end, all positioned on the left and right end of each wall. In front of them, on the far end, sat two mahogany chairs in the corners beneath the candles, fixed with soft, mildly dirty, velvet red cushions for the seat and back. A coffee table of the same wood sat between the chairs, holding a dusty glass full of black chocolate milk.

The left of the room positioned its candles the same, held above the two doors. One door was made of wood and, unlike the basement door and front door, was as thin as the bedroom doors on the second floor, and had no lock. The second to the right from that door, however, was unlike any door in the house. This door consisted of pure steel. Heavy, thick, bared a large steel bar on the outside to lock the door secure and, oddly enough, was kept rather clean. Despite some dust and cobwebs, the door practically shone in the candles red lighting. And to the right with the ten foot long hall held another door at the end to the left, as well as a single candle posted on the wall at the very end. This door too was unlocked.

Dean pointed to the hall, "you search the room down there, I'll watch the her!"

Aster nodded and ran down the hall. The moment he saw Aster enter the room did Dean hear the phantom stomp suddenly. He looked to her, and she looked back, her eyes stinging, but with one squinting enough to make out Dean. She was huffing, her chest heaving in and out, as she growled at Dean, "how dare you!!!"

Dean gulped, "well . . . that lasted shorter than I thought it would."

The phantom roared as she jumped forth. Dean was quick and evaded left in her mid leap. With her sights still fuzzy the phantom slammed to the ground and swiped about, frantically trying to grab Dean. Dean took the chance to gallop up the stairs, the phantom heard his stepped and spun around. Like an angry dog she foamed milk, spilling chocolate from her mouth, as she growled and charged towards the stairs, "come back!!!"

"Aster!!! PLAN B!!! Dean shouted over his shoulder, as he galloped to the exit. Grabbing the sack full of toys swiftly, he went to work tying the rope to the sack around his chest with one leg, as he ran towards the forest.

The phantom screamed at him, and Dean knew she was chasing him, so he didn't bother to check. With the sack tied he ran faster, as he put the plan into motion.

The Doctor

The Doctor and Larkspur's cage doors were held open, both successfully picked. With the three inside, the Doctor had his ear placed to Larkspur's chest, listening to his heart beat. Aster stood beside him, his hooves held to his chin as tears welled in his eyes, looking down to his unconscious coltfriend. "He's not . . . he isn't-" he couldn't say it, but the Doctor knew what he meant.

Feeling the pulse in his neck, the Doctor responded, "Larkspur's still alive."

Aster looked to the Doctor, face full of shock, as he stuttered, "w- what!? H- H- He is!?!"

The Doctor nodded, "yes, he's still alive." He placed his hoof to Larkspur's chest and felt around, pressing down gently from top to bottom. "No signs of anything broken, a few minor scratches, nothing even close to fatal, thank god. He is still alive, he's just not waking up for some reason.

"B- But why!?! Why isn't he waking up!?"

"I'm not sure. But I think that filly might have done something". The Doctor blurted suddenly, "Dean mentioned you were almost caught earlier, that the filly had you pinned down before he came. Did you feel anything while she had you pinned?"

"Um, y- yes I did!" Aster replied, nodding.

"What was it like? How did you feel?" the Doctor asked quickly.

"I- I don't remember exactly. She grabbed me and I felt something, um, "hot" go into me. Like, i- it wasn't like fire or anything, it kind of "flowed" into me, and then, I'm not sure. My body went numb after that and I felt like I was going to faint."

"I see, that filly's magic."

"Pardon?" asked Aster.

"That feeling, hot and flowing, that must be how her magic works". The Doctor stood up and walked to the cage door, speaking over his shoulder to Aster as he did so. "Every form of magic works and feels differently. Hers seems to only work when she touches you. And once she does it feels like a hot stream flowing into your body. Followed by loss of feeling and soon followed by loss of consciousness. You were saved before you fell unconscious, where as I on the other hoof felt the whole thing. And I felt just about the same thing you described."

"But, than that would mean you'd still be unconscious too wouldn't you?" Aster asked, looking to Larkspur and the unconscious ponies.

"I certainly think so. But whatever happens after a pony is captured must not have worked on me. I'll need to look around a bit so I can find out exactly what's wrong with them. That and I can figure out exactly what's been going on around here. First we'll need to get passed that filly."

"Actually I don't think she's in the basement anymore."

"Basement? Oh, that's where I am, so I am still in the house. But, why do think she's not here?"

"Because Dean had her follow him outside", Aster explained.

The gears in the Doctor's head halted abruptly. Slowly, he turned to Aster, turning like a statue on a horizontal wheel. " . . . . . Come again?"

Aster gulped, feeling nervous under the Doctor's glare, "D- Dean said he would be the distraction so that you and I could get the other ponies out of here."

His mind went blank at that, processing what Aster just said, before he thought to what he heard Dean shout. "Aster . . . Dean shouted something about a "plan b?" What's "plan b?"

Aster stuttered, feeling his heart beating anxiously, "i- in c- case the ghost try's to chase after us Dean would let the ghost chase him outside of the house. That way we can save the foalnapped ponies."

There was a pause as Aster waited for the Doctor to respond. The Doctor was silent as he appeared frozen in thought, taking in the fact that Dean was out in danger on his own.

The silence lingered eerily long, and Aster became increasingly uncomfortable, despite only being for a few seconds. Eventually, Aster had to ask, "D- Doctor? Are you okay."

" . . . . What."

Aster thought that to be a question, so he repeated. "I was asking if you were-"

"What!" the Doctor yelled.

Aster flinched, and tried to explain quickly, "D- Dean said you would be fine with it!"

His explanation didn't help, "What!!!"

Aster was shaking as he said, "he came up with the plan! It wasn't my idea! I swear!"

The Doctor didn't respond. He turned away from Aster, walked out of the cage, out the room, down the hall, and stood in the center of the central basement room.

The Doctor didn't hear Aster call out to him as he looked about the room. He saw the candles, the mahogany chairs and coffee table. He saw the two doors as well as the basement door wide open at the foot the stairs, splattered in black chocolate milk. But what he didn't see was Dean, nor the phantom filly.

The Doctor took a deep breath to calm himself. Remaining patient as he tried to keep his temper down. Only to remember the promise he made to protect Dean, and how old he was, and how little patience he had left. He took another deep breath-

" . . . . . OH MY GOD!!!"