DOCTOR

by Deidorimu

lullabies: Part Two (S1C5)

Author's Note:

This chapter was edited in a time crunch. Let me know if you spot any mistakes and I'll be sure to fix it.

1423 YEARS BEFORE LUNA'S RETURN

"Are you sure your okay?" asked Aster.

"I'm fine, don't worry about me", said Larkspur, smiling, his face patched and bruised, and his right foreleg wrapped in bandage.

He and Larkspur sat underneath a large willow across from a pond. The beautiful white city walls of Marzipan could be seen only a few miles away. The willow blew gently in the spring breeze, the cloudy sky shone bright as the shadows of flocking birds streamed across the landscape. Blooming flowers blowing pollen through the air as critters, every here and there, skittered through the bright green grass; searching for food or homes or a place to rest.

Aster, returning a roll of bandage to a box labeled with a red cross and placing it beside him, frowned to Larkspur. "You didn't have to do that."

"You expect me to stand around and let some punks hurt you?" asked Larkspur.

Aster looked away, "h- honestly, yes, I- I would have thought so."

Larkspur's smile waned slightly, "your around a lot of unfriendly ponies, aren't you?"

"W- Well, its not that their unfriendly. They just aren't comfortable being around a pony like me, that's all."

"A pony like you? What's that supposed to mean?"

Aster blushed, "w- well, I- I'm not . . . exactly . . . normal?"

"Okay, and what's that supposed to mean?"

"I- I . . . I, um . . . I'm not . . . I don't-"

"Is it because you like stallions?"

Aster "eeped" as he burned red in a blush, "h- how did you-"

"I heard what those stallions were shouting at you. Seems like they had an issue with you liking stallions."

Aster chuckled sheepishly, "w- well . . . m- most everypony seem to have an issue with that. I- Its not just those stallions". Aster fidgeted with his box as he said shyly, "i- its not a big deal anyway, I- I'm used to it. A- And its my fault anyway-"

"What!"

Aster jumped, startled at Larkspur's outburst. Seeing Larkspur angry, Aster was quick to apologize, "s- sorry! I didn't mean to make you upset!"

"Why would you think this is your fault!?" Larkspur asked.

Taken aback, Aster stuttered, "w- well I . . . I've been told that . . . stallions should be with mares and . . . not . . . stallions-"

Before Aster could say anything else, Larkspur said loudly, "and you think that because other ponies told you that, it makes it okay for them to attack you?"

"U- Uh- I- um- I don't-"

"Because it's not! You haven't done anything wrong! Don't go thinking your the one at fault here because you are most certainly not!"

Aster stopped, as Larkspur's words hit him hard, "I . . . what did you say?"

Larkspur repeated, though with slight more sincerity, "I said you haven't done anything wrong. Don't tell yourself this is your fault because it isn't". Larkspur scooted closer to Aster, making the young stallion blush. "You are a wonderful stallion, you know that? Its them that are the bad ponies. They are the ones who go around beating up ponies that are different, not you! You'd never hurt a fly! Your quiet and sweet and gentle and the last pony on this planet who deserves this kind of abuse! You don't deserve what they do to you because your not at fault here! Your not wrong, they are! All of them!"

Aster couldn't stop his eyes from watering as he placed his hooves to his cheeks, attempting to hide his deepening blush. "N- No ones ever told me that before . . . you . . . you really mean it?"

Larkspur smiled and said kindly, "of course. If those ponies think that your a bad pony just because you like stallions, than to tarterus with them. They're clearly too stupid to see what an amazing pony you actually are."

A single tear drop fell as Aster smiled behind his hooves. Yet, just as Aster felt happy being told this, a question popped into mind. "Hey, how would you know all those things about me? We've only just met today."

Now it was Larkspur's turn to blush, as he looked away, coughing into his hoof to hide his own embarrassment. "Oh, er, well I . . . I've . . . sort of . . .". Larkspur gulped and forced the words out, "I- I've had my eye on you for awhile."

"Y- You what?"

Larkspur's blush deepened, "I- I don't mean I've been watching you or anything. W- Well, maybe a little, but I'm not a stalker or anything! I swear! I've just . . . had an . . . interest in you, that's all."

"O- Oh!" said Aster, his eyes twinkling.

Larkspur chuckled, "your not the only one who's into stallions you know. And you and I both sell flowers for a living so I see you a lot with some of my own costumers."

"Oh, I see", this was all Aster could say. He hadn't an idea what else to say. No pony, not one, in his life had ever revealed that they too like stallions, let alone confess their feelings towards him. The thought exploded into a mixture of various emotions. Confused, surprised, happy, excited, though, one that stuck out the most was relief. Relief, because he finally knew he wasn't alone.

And that only made his feelings towards this stranger more powerful. This stranger, that reminded Aster. "Hey, you never told me your name."

Larkspur dropped his hoof, "oh, its Larkspur."

Aster gasped, "just like the delphinium plant?"

"Oh, y- yeah actually. You study plants too?"

Aster nodded, "I love plants! Larkspurs are one of my favorites!"

"Really? Hmmm". Larkspur rubbed his chin, "your name wouldn't happen to be "flax" or "aster" would it?"

Aster went wide eyed, "it is Aster! How did you know?"

Larkspur laughed, "just a hunch. Those two are my favorites."

Aster smiled, "really?"

Larkspur nodded.

Aster laughed and extended a hoof, "well, its nice to meet you Larkspur!"

Larkspur shook Aster's hoof, smiling, "you too Aster."

PRESENT DAY

The memory faded with Aster smiling. A single tear dripped to the ground, and Aster chuckled softly, his face's left side placed firmly to the ground; dirty, scratched, and wet.

"He helped me back then too . . . that's how we met . . . all he's ever done is help me. Funny though . . . I don't think I've ever helped him the way he has to me. Aster felt the phantom place her hoof to his right cheek and immediately felt that entire half of his face go numb. His right eye's vision blurred before fading black, and he could feel all thoughts draining from his mind. As if he was quickly falling into a dreamless sleep. Slowly, he found all feelings to his limbs extinguished. Though, he felt too tired to move prior, so this made little difference to Aster.

The stallion smiled and allowed his eyes to droop shut, as he accepted his fate. "I'm sorry I wasn't brave like you . . ." His body went limp, and his conscious waned with a final thought, "Larkspur . . . . do you . . . think there are flowers where we're going?"

The phantom said something, but Aster didn't hear it. Her voice sounded like it was at the end of a tunnel, echoing in the distance before fading away. Drifting away, endlessly, far, far away. And before he knew it, he was gone. The cackling of maniacal laughter singing him to his sleep. The last thing he would ever hear.

That, and the screaming. The screaming, which slowly grew louder, approaching right towards them.

"AAAAAAAAAAAAAAAAAAGH!!!"

Dean appeared from amongst the fog, galloping full speed and plunging straight into the phantom's abdomen. Pushing her off Aster and throwing her to the ground.

"GHAOAGH!!!" the phantom coughed.

The second the phantom's hoof was released Aster's vision returned. As if a claw grabbed him from the depths of a dungeon, aggressively pulling him towards the light, Aster awoke. Her magicka disappeared, burning his insides in a hot pain as it evaporated. All feelings and movements returned, and the stallion bolted upright, clutching to his chest whilst gasping for air. His thoughts returned like an explosion, blasting out of the blue with a barrage of questions ranging from, "where am I?" to, "what's happening!?!" He yelped as he felt a hoof suddenly press to his back. He tried to push it away before it grabbed hold of him.

Holding onto Aster, Dean yelled, "Aster! Aster! Take it easy! Its me!"

Hearing his voice, Aster stopped and looked to his rescuer, "D- Dean!?!"

Dean sighed, "oh thank Celestia! I thought the ghost- GAGH!!!" Dean screamed, as his torso was wrapped in gray, oily, tendrils, squeezing the air out from him.

Looking past Dean, Aster saw the phantom back on her hooves. She was furious, growling, dripping liquid with each "huff" of air she exhaled. Her tail flicked about, almost seizure like, and her tendril hair had extended from her head to Dean, grabbing him around his torso. She lifted Dean into the air and threw him to the ground hard, thirteen feet away.

Dean slammed into the ground, rolling before stopping. Once stopped, he clutched to his side, the part he landed on, while keeping his hold on the torch.

"DEAN!!!!" Aster shouted helplessly.

Growling, the phantom marched straight to Dean. Standing above him, she took hold around his torso once more with her tendril mane and lifted him again. Holding him upside down, keeping him inches apart from her, so that she could look into his eyes face to face. "That wasn't very nice!!!" the phantom screamed.

Dean shut his eyes, receiving a blast full of the mysterious liquid. Spitting whatever his mouth caught, Dean replied, "yeah? Not nice to push others huh? What about chasing ponies in a forest? Is that nice!?! Or foalnapping ponies? What about that!?! Is that nice-"

"Everypony wants to be a pretty princess!!!" the phantom screamed, her voice becoming more demonic.

"Y- You leave him alone!" shouted Aster, shaking in his place while pointing to the phantom.

The phantom merely glanced to Aster before ignoring him. "I am the queen! And I say everypony shall become princesses!!!"

Dean groaned, needing a second to catch his breath, as the tendrils tightening hold squeezed his lungs. Quickly, he took a firm hold of his torch. "Okay than "queen", if that's how your going to be! You wanna be the queen of the forest!" Dean placed the bottom tip of the torch to his mouth and twisted. The bottom tip cracked and fell, exposing a small hole. He then placed the hole to his mouth while the other end faced towards the phantom. An inch from her muzzle. Then, Dean readied himself, following the Doctor's instructions.

EARLIER

The Doctor looked up to the sky and smiled before placing a hoof to the tip of his torch, crushing hard on the flame and killing it. As he did, the top of the torch caved into itself, revealing a gray and black, rock like material inside.

"Guess we don't need this". He turned to Dean, "hold this for me please."

"Sure", Dean replied, reaching out to the unlit torch.

Just as the Doctor handed Dean the torch, he tripped, pressing his torso to Dean before catching himself. "Oh! sorry!"

"Hey!" Dean yelped, grabbing hold of the Doctor's shoulders. "Watch it! Maybe you still need that."

"What? Now that the moons out? No, its bright enough, I'm just clumsy is all."

"Since when?" Dean asked, as the Doctor placed his hooves to Dean's shoulders, lifting himself back up.

The Doctor, pretending to have slipped, used this opportunity to whisper into Dean's left ear. "Twist and break the bottom, then blow into it towards her if the phantom catches you."

"Wait? What?" whispered Dean.

"Just do it!" the Doctor whispered, before turning around.

With one hoof holding the torch and the other held behind his back, Dean watched as the Doctor brushed himself off and took a step toward the phantom. "Now than, my names the Doctor, who would you be young mare?"

PRESENT

"Than here! Have a gift from the Doctor and I! Your highness!" Dean shouted. He took a deep breath, placed the bottom tip into his mouth, and blew as hard he could.

Black and gray bits of chalky rock erupted from the top end of the torch, blasting square into the phantom's face. Alarmed and taken off guard, the phantom released Dean and used her legs to shield her eyes. However, a large amount of the odd rock had covered her head to neck, some bits having passed their way into her empty eyes. She screamed, rubbing her eyes to remove the rock.

While the phantom was blinded, Dean quickly jumped to his hooves. Dropping the torch, he ran to Aster and grabbed him by the shoulder. "Come on! Let's go!"

"Wait!" said Aster. He pointed to the phantom, "what's happening?"

Dean looked back to the phantom and took a step back, startled to the spectacle before him, "what the!?"

The rock covering the phantom had begun to glow. Their original dull shades had transitioned to a bright blue, then bright red, before flashing various neon colors rapidly. Her entire head had begun to vibrate, as her tendril like mane writhed about frantically in a panic. She clawed at her face in an attempt to remove the dusty rock, but it was no use. Small, tiny bits fell, but its qualities were to that of a clay like glitter. It was beautiful and shiny, and brilliantly bright, yet it was difficult to remove, practically sticking to her skin. As the vibrations increased, the phantom screamed. Standing to her hind hooves, her forelegs extending outward, as she bellowed towards the sky. Screaming to the heavens in fright and fury.

Then, suddenly, each and every dusty, clay rock exploded. Every single bit, pieces that fell and pieces still sticking to the phantom. They all exploded into a bright blaze of color. Blasts of orange, green, red, blue, purple, the entire spectrum, all setting off like fire works. Some exploded later than others, not one went off simultaneously. And with rocks still yet to explode, the phantom was left paralyzed. Unable to do a thing while stuck in her colorful trap.

The entire forest had lit up. Dozens of yards away had turned bright enough to see. The light almost clashing against the night darkness, and it was perfect for Dean.

Dean grabbed Aster's shoulder and pushed him the opposite direction, away from the phantom, "come on!"

"Oh sweet Celestia! Oh sweet Celestia!" Aster whined, quickly running and following Dean.

The two galloped away, exiting the bright, neon, color filled area of the forest. Running far enough to enter back into a dark, fog filled area. Difficult once again to see, yet far away from the phantom. But that was good enough for Dean, so long as he could figure out what to do next. Though, he felt he would have an easier time now. At least, for a few more minutes. After all, even though they had entered back into darkness, the air from this distance was still filled with the sounds of explosions and a screaming phantom.

The Doctor's trick seemed to be lingering longer than he anticipated. Therefore, Dean was going to use this to his advantage and figure out what to do next.

THE DOCTOR

"HUFF, HUFF, HUFF! Ah hah!" the Doctor shouted, stopping and catching his breath as he approached the bush.

He gripped the bush and pulled away the thistles, looking inside to see a small bit of grass; grass that had been ruffled and imprinted with hoof marks. "Excelente, found my way back!" The Doctor rubbed the grass and tapped the soil before looking away, towards a spot ten feet away. "This is where Aster hid when we found him, and that there is exactly where that mare stood". The Doctor released the bush and jogged to the spot, finding small indented hoof marks. He crouched close to the spot, squinting, observing the marks closely. "Interesting, very interesting", he muttered, rubbing the marks gently.

He sniffed the spot before tapping a bit of soil out from the ground. He noticed how moist the soil was and remembered that liquid the mare had drooled. He picked up the soil and observed it close, seeing that the coloration and turned a dark black, due to that mysterious liquid. He sniffed the soil from the ground again, then sniffed the soil from his hoof, "is that what I think it is?" He sniffed again before licking the soil. Before a second could pass, the Doctor immediately dropped the soil and spat to the ground. Spitting and blowing raspberries until his mouth was dry. Even then it wasn't enough, the Doctor reached into his inner vest pocket and extracted a large canteen, to which he popped off the cap and poured water into his mouth. He swished the liquid around for a moment before spitting it to the ground. The Doctor then took a hanky from his outer vest pocket and rubbed his tongue.

"That was . . . oddly tasty. Still disgusting but . . . what is that taste?", said the Doctor, folding the hanky and returning it to his pocket. As he placed the cap back onto his canteen, he looked to the spot on the ground and cocked a brow. "There's something familiar about that, but what?"

The Doctor placed his canteen back into his inner vest pocket and crouched close to the ground again. He sniffed the ground once more, "what is that? It's so familiar. It smells sweet, tastes bitter, I know its familiar . . . hmm. Blast, its on the tip of my tongue."

The Doctor stood up and looked back to the bush. He spent a couple minutes thinking, trying to figure out what the mysterious liquid had reminded him of. In the end he groaned, annoyed, "gosh darn it! What is that taste!? I know I've tasted it before, its so familiar!"

The Doctor sighed and observed the phantom's hoof prints. He tried tracing her hoof prints back, trying to find a path she had taken previously to get here. He couldn't find it and complained, "Jeez, now I'm not sure if we should be more afraid of her or not."

Taking a deep breath, the Doctor galloped off, following the prior route before the encounter with the phantom, and continuing his search.

ASTER AND DEAN

"Okay, okay, let's stop", said Dean, bending over to catch his breath.

Stopping close to Dean, Aster walked to the closest tree and leaned against the base. He too trying to catch his breath.

A few moments passed before Dean could calm his breath. He sighed, yet still breathing heavy, as he looked to Aster. "I . . . I think we might have lost her."

Aster, his breath having not quite returned, spoke through pauses. "You . . . you think . . . so?"

Dean swallowed and exhaled, "yeah . . . yeah . . . maybe . . . I don't know honestly. But we made it this far, must've ran at least a mile or so. If the phantom even has some way of finding us, whether it be magic or senses or something else, its going to take her awhile before she actually catches up to us."

"But . . . but she was really fast earlier . . . and . . . and I mean . . . really fast!" said Aster, his breath just beginning to return.

Dean turned towards the direction they had come from and cupped his hooves to his eyes, trying to see as far as he could for any signs of the phantom. "Yeah, your right about that. She is quite fast. That torch the Doctor gave me worked well and it seemed to last for awhile. But I doubt it'll last forever. And if she knows how to find us, hmmm . . . its just a guess. But if, hypothetically speaking, the torch lasted for about five minutes after we left, I'd reckon she's only a few minutes behind us."

There was no sign of the phantom, so Dean dropped his hooves and turned to Aster. "Let's keep moving but try to catch our breathes. If we see her again we'll need our energy to outrun her."

Aster stood off the tree and walked to Dean, "but where will we go?"

Dean placed a hoof to his chin and thought aloud, "well, I could use the stars to try and guide us out- no, cant do that, too many clouds. Hmmm . . . let's think: the Doctors ran off somewhere, knowing him I'd guess he's either investigating or figuring out a way to save us and the other ponies, most likely both. So, we could try and find him. But, after all that running I have no idea which way is back to anywhere! No idea which way would take us to the Doctor, so we could try and find the M.E.I.D.P.H.A.T, but I haven't the slightest clue on how to get back to that either. And we could just wander around aimlessly and hope to run into either the Doctor or the M.E.I.D.P.H.A.T, but than we're just running off on shear luck. And that honestly doesn't make me feel certain we'll find safety before we find the phantom. Hmmm . . . ."

Dean exclaimed suddenly, startling Aster, "Oh! A wooden castle! With lots of flowers and a pool!"

"Um, pardon?" asked Aster.

"What the Doctor was figuring out earlier! The phantom mention her castle! Made of wood and has lots of flowers and a pool!"

"W- What about it?"

"When the ghost was talking about her home the Doctor thought that she was talking about a place located at a lake in these very woods! If that's true than if we find a lake around here than we can find that castle! Or house, or whatever it might be!"

"What!?! Wait, you think we should go and find the ghost's castle ourselves!?!"

"Well what other alternatives are there? As I've said we don't exactly have many options. We could either try and find the Doctor or the M.E.I.D.P.H.A.T but really what good is that? Even if we get lucky and somehow manage to find either one or the other without being found or caught by the ghost, than what happens next? We just wait until the Doctor finds the castle himself? Or we help him investigate than try and find the castle? Either way, we're going to try and find that castle no matter what we do, so why not try and find it ourselves! If the Doctor finds a way to get to the castle after his investigation than we'll run into each other either way so that seems perfect to me!"

Aster, taken aback by Dean's ludicrous plan, stammered, "w- what!?! N- No! That's sounds horrible! What if the ghost finds us while we're looking for the castle?"

"Than we're in trouble, but we'll still be in trouble if we get caught trying to find the Doctor, and if we get caught trying to find the M.E.I.D.P.H.A.T. No matter what decision we make the ghost is still looking for us. We are going to be in danger no matter what we do so I say we look for this cabin, find out what's going on around here, hopefully find the Doctor there too; and who knows, maybe we'll be able to find Larkspur and any other who have been caught by the phantom."

That caught Aster's attention. His ears perked as he looked to Dean with hope. "You think so?"

Dean nearly answered, about to say something positive. But he couldn't, and instead spoke honestly, "I can't be certain."

Aster's ears dropped as he frowned, "oh."

Dean continued, "but the ghost did say that "only pretty princesses can go to the castle". So if Larkspur was turned to a "pretty princess" by the ghost, I think it might be safe to assume he's going to be there."

Aster looked to the ground, "well . . . I don't know."

There was a pause, and Dean took a moment to think. He sighed, "alright, here's what we can do. We will try to find the Doctor or the M.E.I.D.P.H.A.T. If we find the castle than we will wait there for the Doctor, because I'm sure he'll be there. If we find the M.E.I.D.P.H.A.T than you'll wait there while I try to find the Doctor. If we find the Doctor first than, well, I guess we'll ask him and see what happens next. How does that sound?"

Aster thought for a moment and seemed hesitant to answer. It sounded like a good idea, yet, something about it didn't seem right. Not because it wasn't a bad plan, it was something else, something he had trouble putting into words. So, Aster answered with uncertainty, "I guess we can do that."

Dean caught the uncertainty and asked, "are you sure? You don't sound like you like the idea."

"No, no, I think its a good idea. Its just, I- I don't know. I want to see Larkspur-"

"And we'll find him, don't you worry about that."

"Um, actually I-" Aster stopped, the two went stiff suddenly as they heard a shriek, echoing far in the distance. Both knew who it was, but how she was loud enough for them to hear this far out frightened them, and left them concerned.

"I- Is she coming!" Aster stuttered, feeling heart beginning to race again.

"I don't know, let's not wait around to find out. Come on! Let's get out of here and try to find- eh- something! Anything! We just need to get as far away from here as possible!" said Dean.

Aster nodded to Dean and followed, as Dean galloped off. He searched about vigorously as he ran, for even the slightest glimpse of anything might just save them. A pony, a box, or water leading to a lake. Anything would help, as long as whatever he found wasn't the phantom. So, he was careful, any sign of a pony would be nice, as it might be the Doctor. But if that pony wasn't, he needed a plan for that, just in case.

ELSEWHERE

"AAAAAAAAAAAAAAAAAAAGH!!!"

The phantom bellowed in agony, writhing on the ground to her fiery, colorful torment. Each explosion, one after the next, endlessly blasting pain again and again.

Suddenly, she noticed, the explosions had begun to diminish. Having been a full blown barrage now exploded slowly. One after the next, every couple of seconds or so.

POP! . . . POP! . . . POP! . . . . . POP! . . . POP! POP! . . . . . . . POP!

Then, after a minute, the explosions stopped all together.

The phantom lied sprawled, panting as she waited for the pain to subside. Her body was dirty from rolling about and dusty from the ash of the explosions. The rocks sizzled and her body smoked as the light of the explosions disappeared, returning this area of the forest to darkness and fog.

Several minutes passed before the phantom sat upright, glaring wide eyed and huffing angrily. She stood to her hooves, shaking with rage as her mane wiggled about like snakes.

She took one step forward and yelped as the last explosive combusted suddenly on the ground.

Startled, hurt, enraged, the phantom growled and gritted her teeth before looking to the sky and screeching. A piercing shriek, echoing through the entire forest.

Over a mile away the Doctor heard it, stopping in his tracks as he looked to the direction the shrieks came from. "Uh oh", he said, unaware of how far she was. Silently, he hoped the others were safe.

Meanwhile, on the other end of the forest, a couple miles away, Dean and Aster heard the shriek. Aster screamed as it peirced through their area. "Is that her again!?!"

Dean cringed as the screech hurt his ears, "I think so!"

"She's really mad!"

"I know! Just keep running!"

As Aster and Dean continued galloping, and the Doctor moved on his path, a third party heard the shriek.

Miles away, sitting in the pale light of a hot, stale, cement room. Illuminated by a single red candle, which shone in an eerie red light, as it hung above a wooden table. A table small enough for drinks, and no more. The table sat between two chairs, one of which was occupied.

Through the cracks, vibrating the walls, the phantom's screech blasted in, awakening the only able body inside. He raised his head from his slumber, looking towards the direction of the screech. His empty eyes stared and his mouth dropped, as he spoke without moving his lips. "My queen."

He rose up, levitating from his chair. A fluid, lifeless motion, he rose himself from the chair without moving physically, hovering inches above the ground. He twisted his neck and cracked it, before doing the same on the other side. He then floated towards the door across the room and gripped a silver handle with a sun and moon engraving. Pulling the door open, he ascended the stairs before him, entering the floor above.

"My queen, I am on my way", he said softly.

THE DOCTOR

"HUFF! HUFF! HUFF! HOO! Great- HUFF! HUFF! Googaly moogaly! I- HUFF! HUFF! Am out of shape!" The Doctor stopped, gripping his sides and crouching as he waited to catch his breath. "HUFF! HUFF! So very- HUFF! HUFF! Very out of shape!" The Doctor looked over his shoulder, checking for any signs of approaching ponies. When no evident sign came and no sound was heard, the Doctor looked to the hoof marks on the ground as his breath returned slowly. "This is bad . . . This is bad. Alright, lets see."

The Doctor stood up and walked once more, looking about. As he searched, the Doctor thought aloud, "it should be around here. I retraced back to when we first met that mare, back to where Dean and I talked waiting for Aster, and back to when Dean found me. He came from this direction and left hoof marks so- oh!" The Doctor stopped as he looked to a spot on the ground. The hoof marks had stopped, leading to two trees.

The Doctor rushed to the trees and observed closely. One tree he noticed had scuffing marks on the ground at its base. The Doctor couldn't tell what that meant exactly, though in comparison to the dirt and grass at the base of surrounding trees, this one is the only one anypony had sat against for awhile. Sat, touched, pressed, crouched, leaned, he didn't know. That's what the Doctor knew. That, and the marking at the base of the second tree.

A tree to the right had hoof marks as well. However, it also had a peculiar pattern that formed as the hoof marks stopped. Though, with experience, the Doctor identified this as dragging. Or rolling, tumbling, it wasn't exact. All he knew was that someone must have tripped and fallen, based off the scruff and distortion of the spot of dirt as well as the left over marks.

The Doctor looked over to the opposite direction. The hoof marks he had followed here lead to this spot. The marks consisted of two sets: both were close together before separating. One came from one direction before stopping suddenly. What the Doctor found peculiar is that this set, after stopping, appeared to trace backwards into the first tree, the one someone had sat against. It appeared that someone had back tracked at one point, a pony walking backwards? Or, a pony taking a minute to think. Think of what though? Perhaps, thinking on how to find the Doctor. But, that would mean that this set belonged to Dean. An assumption, but tracing set one backwards, the Doctor found that this set followed a direction that he recognized. If memory serves, that direction lead back to the M.E.I.D.P.H.A.T. Or, that general direction lead close to the M.E.I.D.P.H.A.T, veering off to the left slightly. If these tracks truly were Dean's, that means he mustn't have ran in a straight line. Guess that explains why Dean didin't simply follow his own trail back to the M.E.I.D.P.H.A.T. Than again, the Doctor recalled Dean trying to find the Doctor, and he didn't want to return to the M.E.I.D.P.H.A.T. Guess that was a viable answer too.

If his theory was correct, that meant the second set belonged to Aster. Looking at the tracks and scuff marks, it seemed that Aster came from the opposite direction, and unlike the first set, this one did not stop. This set clearly came straight to this area before the tracks suddenly turned to drag like marks, indicating the point at which Aster had tripped. Thinking back, Aster did look kind of dirty, if he had tripped at this point that would have made sense. How he tripped and why, the Doctor didn't know. He could have been running in a panic and his hooves stumbled.

Actually, that made sense. Aster is a very panicked pony. Understandable under their circumstances, but Aster in particular doesn't seem like one who can handle this kind of situation even remotely well. Based from what he's seen, Aster appears as one to become frantic when scared, to the point of losing focus. If that was the case, it would be plausible that Aster would run without a thought, blindly trying to get away from the phantom. His chances of tripping over anything, even if it were himself, was actually high.

So, with that in mind, Dean came from one direction while Aster came from the other. Aster had tripped running from something and, probably, collided against a tree. The two joined together and left in a third direction where they soon found the Doctor. Or, the Doctor happened to spot them first and called to them. Either way, the Doctor was able to trace back the other two's location back to when they first met. That left the Doctor with a few variables: One, Dean's direction back to the M.E.I.D.P.H.A.T, not so much useful but at least good to know. Two: Aster's direction, which by what Aster had said about camping, this direction would take the Doctor to that very campsite. Three, a rather interesting factor: if Aster had in fact tripped from running when he found Dean, well, clearly that meant he was running away from something. Aster said Larkspur was attacked by the phantom and that he had managed to run away. Putting the two events together, that would mean that after Aster had escaped from his campsite he ran for an unknown period of time before meeting with Dean.

That in itself meant two things: one, that he and Dean had arrived in this forest, probably, only minutes before the attack; and two, if the attack really did only happen minutes before or after they arrived, than that meant Larkspur would have been attack only a few hours ago.

If the attack really wasn't that long ago, Larkspur might not be in as much danger as he thought. Than again, that's assuming the filly kidnaps her princesses. And even than the Doctor couldn't guess what happens to the ponies taken to this "castle" of hers.

The Doctor cursed, "he's going to be fine! We'll find him, he's going to be safe! I swear on my life I'll find him!" Looking to Aster's hoof marks, the Doctor bolted forth, galloping along the trail and continuing his search.

Aster and Dean

"Dean!" Aster shouted.

"Yeah!?" Dean replied, shouting over his shoulder.

"Is it just me or is it getting brighter?"

Dean cocked a brow, confused. Looking around, he did notice it had in fact become brighter. That shriek from earlier startled he and Aster, causing the two to run faster. In doing so, he hadn't notice until now that it had become significantly easier to see. The fog had thinned, having nearly disappeared in fact. The trees population was thinning. The trees themselves were as large, strong, and green as always, yet it just appeared that there were less than before. Not only that, but grass had started to appear taller. Almost reaching their knees in fact.

Dean's puzzlement had only lasted a minute, and in that time the number of trees had dropped further and quicker. Now, the two recognized this area as more of a grassland full of trees rather than a large foggy forest. Even the fog was gone now.

Bemused, Dean looked over his shoulder, considering his eyes to be tricking him. The forest flooded with trees was still there, far in the distance, and he could almost see at which point the trees numbers started to wane. No, his eyes weren't deceiving him, the forest was there. Yet, it didn't seem that they were still in it.

Just before Dean figured it out, the two came to a steep hill. Running to the top, Dean stopped to catch his breath and Aster followed suit. Dean looked back to the forest, then ahead of him, "I can't believe it, were back in Equestria!"

"What!?" said Aster, squinting into the distance.

From what Dean knew, it was true. Before them, past the hill, was an horizon of plains as far as the eye could see. Trees dotted the landscape every here and there, before the population stopped past a certain point, and only large grassy plains continued. Far, far into the distance, large mountains poked over the horizon, and Dean knew those mountains all too well.

Dean pointed to the mountains, "you see those mountains way out there, the plains end there. After that, go around or over those mountains and you'll find yourself in a desert. About twenty miles more and you'll find Dodge Junction, that's my home. Which means that this here", Dean said, pointing a couple dozen yards away from the hill they stood upon. "Is the border between Equestria and the uncharted territory."

Aster looked to the border, his eyes twinkling excitedly, "wow! That's amazing!"

"Isn't it?" said Dean, smiling to Aster's excitement. Dean cupped his hooves over his eyes and squinted to the horizon, trying to see as far as he could. "Let me think. Dodge Junction is in west Equestria so heading to the mountains would mean we're going west. Which means going back into the forest is East. North leads back into Equestria, but the closest city that way is Mane City so that's out of the question. That and a small town or two, but those have likely been taken by chaos so that's also a no go. And I can't remember where south leads us. I think the forest curves at one point, so going that way would just take us back into the forest."

"You think so?" asked Aster.

"I'm not sure. I vaguely remember the map of Equestria, but geography wasn't my subject of study back at the college."

"Oh? What was it?" Aster asked, intrigued.

"Astronomy, didn't get too far though. Spent one semester their before Discord took over Mane City."

"Oh! You went to the college in Mane City!"

Dean frowned, "yes, I did. Not sure if I'll be able to go back now. That's actually why I'm travelling with the Doctor, he said he would be able to help me continue my studies. Which is nice, I appreciate that. Still, its kind of sad, never being able to return. I worked really hard to get in that college. Now, all that work, ruined because of some chaotic monster."

Sensing Dean becoming upset, Aster apologized, "I'm sorry to hear that."

Dean shrugged, "eh, don't worry about it. I can still study astronomy. And at least I wasn't in the city when it actually happened, the day Discord took over. I was out getting parts for a telescope, for my professor. He didn't make it out though, neither did any of my peers."

"Oh . . . I'm sorry."

Dean sighed, "its fine, really."

Attempting to lighten the mood, Aster tried to relate with Dean, "I had a few costumers in Mane City, I don't think they made it out either."

"Costumers? For what?"

"I sold flowers. I owned a small shop with Larkspur in Trotto, and we would deliver flowers to Mane City occasionally."

"Trotto? Isn't that the next town over by Galloping Garden? On the way to Mane City?"

"Yes, it is. It was taken by chaos though, just like Galloping Garden, and Mane City. Which is why Larkspur and I were going to stay in Marzipan. We both came from there actually, and have family that can help us."

"But that's the next country over, why would you move all the way to Equestria to sell flowers? Doesn't Marzipan have a flourished environment?"

Aster nodded, "it does, but it doesn't have anything to do with selling flowers. We moved so that Larkspur and I can be together."

"So you can- oh, I see", Dean knew what Aster meant. Remembering what the Doctor had told him earlier, Dean knew that Marzipan was a beautiful place of flowers, trees, long plains of grass, and tall rich cities of white and gold. But, thinking about it now, Dean remembered that Marzipan, despite looking nice on the surface, was actually one of those places that made it illegal for same sex marriage. It made sense that Lark and Aster would want to move to Equestria. They could be together without fear of breaking the law.

"Why would you want to go back?" Dean asked. "If you and Larkspur aren't allowed to be together there?"

"We don't have any other choice. We lost our shop in the chaos, it was all we had here. We have nowhere to go, so, we're going to stay in Marzipan."

"Aren't you worried about getting in trouble?"

"Well, a little bit. But its okay, no one ever found out about us when we used to live there. Some used to bully me about it, but that only because they thought I was, you know. They never had any proof, so I think I'll be fine. Either way, Larkspur and I won't let those laws stop us from being together. We'll stay there as long as we need to then leave when we have the chance, and no law will keep us apart."

"I . . . I see. You two must really love each other."

Aster sighed happily, smiling as he thought of Larkspur. "Yes, we love each other very much."

Dean frowned, feeling awful as he thought back to how he reacted when he and Aster first met. Remembering what the Doctor had said, Dean said to Aster sincerely, "I'm sorry Aster. About how I treated you when we first met."

Aster was caught by surprise by Dean's apology, as he blushed slightly, "oh! Um, that's alright. It doesn't really matter."

"No, it does. You and Larkspur have something amazing, something I can't imagine, because I've never fancied anyone before. Loving your special somepony". He grinned to Aster and continued, "I hope you and Larkspur have a great time in Marzipan. And don't let anyone tell you what you can and can't do, because that's not up to them."

It warmed Aster's heart to hear Dean say this, and his eyes twinkled as he replied, "t- thank you Dean. It means so much to me for you to say that!"

Dean smiled and offered his hoof to Aster, "it was a pleasure meeting you Aster. I hope we can see each other again someday."

Aster frowned, looking to Dean's hoof, "wait, it sounds like your leaving."

"I have to, the Doctor is still in the forest. I can't let him face that ghost alone. That, and I'm sure he'll need some help finding Larkspur."

"B- But that ghost is really scary! And fast! Aren't you scared?"

Dean chuckled softly, "scared? Of course! I am absolutely terrified of being caught by her."

"Than why would you go back? You said Dodge Junction is over those mountains, why don't you and I go there and find help?"

Dean dropped his hoof and explained, "because Dodge Junction won't be able to help us, they just had their own crisis they're having to deal with."

"Is it the chaos?" asked Aster.

"Eh, no, not chaos. The town was actually taken over by this band of criminals that were impersonating as the town's deputies. And this pony named Tumbleweed was their leader and he was impersonating the sheriff and- i- its- its a long story. Point is, Dodge Junction doesn't have anyone who will be able to help us."

"Well what about a guard box? We can call guards for help", Aster suggested.

Dean shook his head, "that won't work either Dodge Junction doesn't have a guard box."

"What!? What do you mean it doesn't have a guard box! Every town has one!"

"Not Dodge Junction, we don't have guards, only deputies. But even if we did do you think guards would be able to help us? They're all too busy helping fight back against the chaos."

"But some might come and help us."

"True, they might just send a few guards to help, but how long will that take? Let's say we leave together, and we travel miles and miles to the mountains, then we have to travel over the mountains, then walk across the desert to get to Dodge Junction, are you seeing what I mean?"

Aster's head drooped slightly, "oh, okay."

"Look, I don't like the odds either, but the reality is that we're on our own, there are no guards that can help us. I'll be in danger when I go back for the Doctor but you can stay safe! Its going to be a long, grueling walk, I won't deny that. But I have family in Dodge Junction who are more than willing to help you once you get there. You just need to tell them that your friends with Dean Do, Okay?"

"S- Sure", said Aster.

Dean caught hesitation in Aster's tone and asked, "is that a problem?"

Aster shook his head, "no, I'm thankful for your help! I- I'm just worried, that's all. And it doesn't . . . feel right."

"What doesn't?"

"Its just . . . leaving. I want to be safe but . . . I just think that . . . if it were me that was taken by the ghost, Larkspur wouldn't have left."

"What are you saying?" Dean asked.

"I- I guess- I guess I'm saying that I . . . I don't know", Aster stopped. He wanted to tell Dean what was on his mind, but found that he couldn't. No matter how hard he tried, he couldn't muster up the strength to tell Dean that he wanted to return as well. To help save his colt friend with the Doctor and Dean. He knew if he told Dean than it would be solid, he would return back into danger. The shear thought of that ghost alone stopped him from saying what was on his mind.

Dean didn't know what Aster was trying to tell him, so he guessed. "If its about Larkspur, don't worry about him. The Doctor and I will find him, I promise."

Aster frowned, dropping what was on his mind. Changing the subject, he replied, "are you doing this because you owe the Doctor something?"

Taken aback, Dean asked, "what do you mean?"

"You and the Doctor said something earlier. I don't know what it was, but it sounded like you owe the Doctor something. Is that why your going back? Because your paying back a debt?"

There was a short pause as Dean thought to himself. Thinking back to that very conversation, and how the Doctor responded. He couldn't tell him then, and he wasn't sure he could tell the Doctor the truth now. Even to Aster, part of him felt embarrassed to say it. But if this was the last time he would see Aster, Dean figured he should know the truth. Dean sighed, "to him, to the Doctor, I don't owe anything. But, I've known the Doctor for about half a month now, and in that short time the Doctor has done so much to help others! Saving lives, stopping criminals, he doesn't consider himself a hero, and it baffles me why he doesn't. To me, the Doctor is the very definition of a hero. Everything he's done, and he never so much as asks for a thank you.

"He saved my home, he saved my family, and for that I owe him my life. He would never admit that, he's too kind. But, if I don't do anything to pay him back, I just . . . I just couldn't live with myself."

Looking back to the forest, Dean shot a determined look outwards, "I'm not strong, and I am scared. But no matter what, I will be there for the Doctor. I owe him that much."

Aster was slow to answer, considering if he shouldn't even speak. He hesitated, before asking, "a- are you sure that's a good idea?"

Looking back to Aster, Dean asked, "what do you mean?"

"W- Well, the Doctor, if he's really that nice, h- he doesn't really seem like someone who wants to be paid back."

"Exactly, that's the kind of pony he is."

"Than, why pay him back even though he doesn't want to be paid back?"

"Well I can't just do nothing!"

"I- I didn't say that! You don't have to do nothing, b- but you don't necessarily have to pay him back either."

"What are you saying?" asked Dean, not understanding.

"W- Well, if the Doctor doesn't want to be paid back, you can still help him. It doesn't have to be paying him back."

"Well what do I consider it than? Charity?"

"N- No, not really. I- I just think that, maybe, your helping him because your . . . loyal."

" . . . Loyal?" Dean hadn't thought about that. And he wasn't going to either, they'd spent too much time here as it is. He gave it a small consideration as he grinned to Aster. "I don't know, maybe I am loyal, maybe I'm just trying to pay him back. Either way, I need to get back in there and find him, and I think its time you got yourself as far away from here as possible."

"Oh, okay", said Aster, disappointed that Dean didn't understand what he tried to say. "I . . . I guess this is goodbye."

Dean nodded and sighed, "yes, maybe it is. Still, I'd like to think that we'd become friends. If you don't mind, that is."

Aster smiled happily at that, "of course not! I'm glad we can be friends. Do you think we'll see each other again?"

Dean shrugged, "who knows. If I'm ever in Marzipan I'll be sure to keep a look out for you."

The two smiled as a small pause followed, the two taking a moment to think about that pleasant thought. Being in the safe city of Marzipan, without chaos, without ghosts. Simply there, enjoying the beauty of the city or the land, enjoying each others company.

"You said your last name was Do?" Aster asked.

"Yes."

"Do, does it mean anything?"

"No, its just a name my family's had, since my great grandfather."

"Oh, I see. Do . . . I like it! My last name is Pedal."

"Pedal? Like a flower Pedal?"

Aster nodded.

"Aster Pedal, I like it". Dean offered his hoof, smiling, "well, it was a pleasure meeting you, Aster Pedal."

Aster excepted his hoof, shaking it. "You to, Dean do."

The two released, and Aster added, "please stay safe."

"I can't make any promises, but I'll do my best. Goodbye Aster."

"Goodbye."

With that, the two went their separate ways. Dean galloped away from Aster, returning back into the forest. Aster walked a few feet, before looking back, watching Dean gallop until he was out sight. Once he was gone, Aster smiled, thinking aloud, "Such a loyal colt."

Aster looked away, facing the plains before him. Taking a deep breath, Aster took a step forth, as he began his way towards the mountains far, far away.

The Doctor

"Ohh! Ohh mercy! Oh sweet mercy!" the Doctor stopped, taking a moment to catch his breath. "C- Cardio! HUFF! HUFF! I want it back! HUFF! My- HUFF! HUFF! Cardio!"

The Doctor gulped and exhaled hard, a portion of his breath returning. His chest bobbing in and out, the Doctor took a step, a deep breath, and squinted as he saw what he had been looking for ahead.

"Ah hah!" the Doctor exclaimed, charging forth.

The Doctor stopped at the base of a tent, four feet away from a pile of rocks and a spilt saddle bag full of fresh food. Aside from this, there appeared to be nothing else different about this particular area.

The Doctor smiled, "Aster and Larkspur's campsite! So this is where Larkspur was attacked."

The Doctor walked around to the back of the tent and looked for the largest and closest bush. Assuming that's where the filly hid before attacking, it didn't make sense for it to be any old bush. A large one with thick leaves, otherwise, how else was that filly able to get the drop on Larkspur without spotting her first. Of course, magic could play a factor, it always does. But from what the Doctor had seen so far, he didn't think that was the case this time. Unless that filly had some form of secret ability to turn invisible, the Doctor could assume that see hid in a bush large enough for Larkspur to miss her.

And he spotted just the bush he was looking for, several feet away from the back of the tent. Approaching the bush, the Doctor gripped and pulled the bristles aside, looking to a damp, dark spot on the ground. The Doctor chuckled excitedly, "ha ha! So she was here!" Walking around the bush, the Doctor kneeled close to the ground and sniffed the dark spot. Which only puzzled the Doctor further. "Odd, its that same smell. Won't be tasting it again but its definantly that same liquid. What is this stuff? Its so familiar."

The Doctor stood straight as he turned around, searching around for further indications of the phantoms being here. When he couldn't find any, the Doctor groaned, "darn it. I was hoping she could have left a trail. Didn't see one at her other spot either but it makes no difference. I guess she doesn't, eh, "excrete" this liquid unless she gets excited or upset", he said, slightly disgusted.

Perking his ears, the Doctor heard the sound of running water, and smiled. "Luckily for me, there's another way to find this "castle". Quickly, the Doctor galloped towards the river.

Once there, the Doctor looked to both directions. "Let me think", he said, closing his eyes.

Focusing, the Doctor envisioned his surroundings. Like a camera, his mental image began top down, a birds eye view observing the land from the sky above. He saw himself, standing by the river water. He saw the trees, the water, and the grass beneath his hooves. As the image became clear, the Doctor's vision expanded quickly, until the image was miles into the sky.

His eyes shut, mentally envisioning himself. His eyes popped open, as he sat over the edge of his open M.E.I.D.P.H.A.T, looking down and smiling as he observed the topmost section of the unknown territory, and the southern border of Equestria. Sipping a cup of juice, he could see the river clearly in the unknown forest, as well as himself. The real Doctor, standing with his head dropped and his eyes shut, being observed by the imaginary Doctor in the sky, sitting in a floating M.E.I.D.P.H.A.T that wasn't actually there.

The Doctor chuckled before taking another sip. Rocking his hind legs back and forth over the edge, almost like a child would on a swing set, the Doctor looked to the surrounding parts of the forest closest to the river.

It was a river, of course it would have two directions. Which direction depends on the location, for every river, and land for that matter, was unique in a world as misshapen as this one. Though, as rivers go this one was ordinary. The unknown forest had two lakes, a small one, hardly even considered a lake, and a large one. If one were to swim in this river beginning at the larger lake, they would begin west and swim their way down south east. Their would be a fork two thirds of the way that would split the river into two for six miles before connecting into the smaller river at two separate points.

At his current location, the Doctor was closer to the larger lake. A single mile walk west fallowing the water.

The Doctor looked over to the larger lake and grinned happily, as he saw the glorious spectacle of the grand wooden castle, standing directly at the edge of the large lake.

Though he couldn't confirm it, he was confident in his prediction that this was the location to the "wooden lake". Because he wasn't sure, he had to imagine the castle in its possible location, looking far more grand than it probably actually is. Everything else, however, was real. No, the Doctor wasn't actually in the sky looking down over the country in his M.E.I.D.P.H.A.T at this moment, but he had done this before.

An uncounted number of times, sitting on the edge of his open M.E.I.D.P.H.A.T, during times where he just wanted peace and quiet. Relaxing with a cold glass of juice, restfully admiring the landscape, memorizing the entire geography of Equestria and beyond. The Doctor smiled and sipped his juice, sighing in content as he gazed at the beautiful land below. With each time he had done this he memorized this land more and more. Until he had a perfect map of the country imprinted into his mind.

The Doctor in the sky faded, and the memory finished. The Doctor on the ground opened his eyes, smiling with determination. Looking left, the Doctor thought aloud, "a big wooden castle, with a huge swimming pool and flowers. If I didn't know any better, it would seem she's describing the larger lake. I could be wrong, but it doesn't hurt to try. That, and if I am wrong, it would be quicker to check the lake I'm closest to first. Alright than, no time to lose."

The Doctor stood tall, tilted his head left until his upper neck cracked, repeated for the other side, then exhaled deeply. "Let's do this", he said with determination, charging forth and galloping along the river.

Somewhere Else

Black tears fell, streaming down her face. She was too angry to weep, yet too frustrated to hold back her tears. She stood shaking with rage, breathing heavily through her gritted teeth as she waited impatiently. Her mane was frazzled, a snake like mane waving about frantically, appearing just as angry as the phantom. Her skin was dirty, and covered in dust from the small explosions of those strange rocks. Even after an hour had passed, the Doctor's trap still stung her.

"My queen."

Awaking from her stupor, the phantom looked left, to the one who spoke. Indirectly, as he hovered aimlessly behind the nearest trees, showing only his hanging right leg. She growled to him, "they hurt me."

The tall, hidden figure replied, "how much?"

"Not too bad, but they made me SO MAD!!!" the phantom roared, spewing black liquid onto the ground.

The figure was unfazed and said without moving, "do you need assistance?"

This question made the phantom angry, and she spat at him, "I can do it on my own! I will make everypony a princess! And I will be the queen of the princesses!!! ME!!! ME!!! ME!!!!" The phantom shouted, stomping her hooves onto the ground with each shout.

Yet, the figure still remained unfazed, "some princesses are more challenging to find than others. This one is cunning, if they were able to harm you and get away-"

"He is not CUNNING! He's stupid! And mean! And a big, old, POO POO HEAD!"

"Say what you want, I am going to assist you this time-"

"I said I DON'T NEED HELP!!!"

There was a brief silence as the phantom stood growling, glaring at the figure and breathing heavily. The figure remained motionless for a moment more, before floating slowly to the phantom.

He was very tall and slim. Like the phantom, he had no eyes nor fur, and his skin was a pale baby blue. However, the figure appeared much more tidy than the phantom. His white hair was sleek and drawn back, his tail curly and neat, he was very clean and spilled no liquid from any orphic. He wore nothing more than a thin black suit. Only the suit, without the tie and under shirt. His suit was so thin, and its material so lifelike, it appeared plastered to his skin, almost as if the suit itself was his skin. He never blinked, and he never moved his mouth when he spoke. Essentially, he looked like a male version of the phantom filly. A cleaner, tidier version; and his demeanor made him menacing. A fearful enigma, just like the phantom filly, but not in the way that made her terrifying. Unlike her maniacal, psychotic personality, he was stone faced, emotionless. A perfect, phantom wild card, ready to do anything he pleased, and no one would be the wiser to what he was about to do. The stallion phantom was silent, and haunting.

He never touched the ground, floated always a few inches above, as he approached the phantom filly. He appeared menacing to her, despite his lack of emotion. Towering over her, hovering a foot away, looking down upon the unnerved phantom. His features never changed, but to the phantom, he was glaring into her soul.

"I am going to assist you, my queen" the phantom stallion commanded.

His default tone was just as monotone as before. Yet, the phantom shook slightly, knowing full well the figures tone was masked. To her, he was speaking with authority. She gulped and stuttered, "y- yes my king."

"Than let us be off", said the figure, turning around and floating forth.

The phantom followed close behind, shivering.

THE DOCTOR

The Doctor sighed, "just a bit further, just a little bit further". With the forest mapped in his head, the Doctor knew he was close.

By this time, thirty minutes had passed since he found Aster and Larkspur's campsite, and well over four and a half hours since the Doctor and Dean first arrive in the unnamed forest. The sun had already begun to set when they first arrived. With the Doctor's intellect, he knew the exact time to be 7:47, based on the position of the sun and lighting of the sky.

The pattern between Celestia's sun transitioning between night and day with Luna's moon had remained consistent, never falling out of schedule once since the day the two had been correlated as the rulers of Equestria. At 7:30 the sun begins to drop, and by 8:00 it will have transferred to the opposite hemisphere, changing places with Luna's moon and placing the eastern hemisphere into night until 7:30 the following morning. Which, by then, they transition places once again the same way. The moon begins to drop until it has transferred to the western hemisphere, switching places with the sun. By 8:00, the moon is completely unseen, beginning the start of another day. It's a simple way of telling time without a clock, anyone could do it.

The Doctor looked to the sky and just managed to take a glimpse of the moon through the thickness of the leaves. That's how he knew four and a half hours had passed. Which meant, based on the position of the moon, it was eleven passed midnight.

The Doctor sighed, "good thing Deans used to late nights. Still, between yesterday and now we haven't gotten much rest. Hopefully he and Aster are doing-" The Doctor stopped abruptly, taken from his thoughts as he heard a sound appear.

"You rest your head, you run away . . ." the voice faded. Looking about, the Doctor recognized that sound as the singing from earlier. That strange lullaby, sung by a familiar voice. It sounded as if it came from everywhere, and yet, the Doctor could not find any distinct direction where the song could possibly come from. "Hello!" the Doctor shouted, hoping for a response this time. Of course, it didn't come.

The voice faded in, the same as earlier. It sung, before fading off, "across the land . . . you brilliant dreamer . . ."

"Who's there!? Hello!?!" the Doctor shouted, turning around quickly to find the source of the song. He was, however, no closer to finding the source with each turn. Turning one direction mad the song sound as if it were being sung somewhere else. So the Doctor would turn in that direction in hopes to finding the singer, only to turn and hear the song coming from another direction with no one in sight. He would turn again, and it would repeat.

Growing annoyed and frustrated, the Doctor shouted, "I can hear you!?! Where are you!?! Where! Are you!?!"

The voice faded in, "Orange dusk . . . on a bright blue world", then, it faded out.

The Doctor growled, "I don't have time for this! Is it that girl from earlier that's singing!? The girl who claimed to be queen of the forest? Are you singing!?!"

The pattern repeated, the voice fading in and out. "Full of misery . . . the light shines around you . . ."

The Doctor became angry and yelled, "what the hell are you doing!?! Why are you singing!?! What is the point!?! Are you trying to tell me something!?! Give me a clue!? A riddle!? What!?! What are you doing!?! Who are you!?!"

The song stopped suddenly, leaving only the Doctor's angry pants to sound the area. Calming slightly, the Doctor asked, "and why can I only hear you? You sung earlier when Dean and I were outside, yet only I heard you. Is it because of my age? Can only old ponies hear you? Or . . . or is it something else?"

There was a pause as the Doctor waited, expecting the song to continue again. It didn't, and the Doctor was left in his thoughts, momentarily. Thinking back to earlier when he first heard the singing, comparing it to while he heard it now. He questioned its relevance, or any possible factors that relate to why he heard the singing earlier and now. Maybe this was just a trick, magic being casted from a distance. The caster is singing to him while exerting a low volume of magicka within a reachable field, a spell that can cast the users voice to another location. They can talk to another without having to be there physically, and the low amount of energy required could pass undetected, unless a unicorn casts a spell to trace magicka.

But there were two issues with that theory: one, the caster would have to be a unicorn. Unless they were using an enchanted item, but that would require a lot of focus and, enchantments being weaker than a unicorn spell, the majority of the time that is, this pony would have to stay relatively close to the Doctor in order for their voice to be heard. If that were the case, the Doctor wouldn't have as difficult of a time locating the singer.

Which bring him to the second issue: the caster was singing a lullaby? Why? What was the point. Unicorn or not, what would they gain from singing to him a lullaby? Singing when they first arrived, singing while he's alone now? What did it mean? What was their to compare?

Unless, there wasn't anything to compare. Singing to him then and now was irrelevant. It isn't when it was singing that mattered, it was why. That puzzled the Doctor further. Taking away the times it sung for the moment and thinking only to why it sung, that still left him wondering why the song was sung at all. A lullaby in a forest haunted with a filly that looks like a ghost, none of that seemed to match. He knew better to know that that song had nothing to do with the filly herself. Possibly, she was the one singing, toying with him, but the song having anything relative to her, not a chance. One would assume the lullaby might be a mother singing her child to sleep, and that child is the phantom filly. The first half is correct, but the second, not so much. That would be to assume that the phantom filly is a phantom filly. Again, the Doctor knew better.

The first half, a mother singing her child to sleep, that is what a lullaby is, normally, made for. But, why sing that around the Doctor? Or, to put it another way, why sing it to the Doctor? Singing a lullaby to the Doctor? A lullaby . . . to the Doctor. That thought made the Doctor go stiff.

He had a brief thought earlier, a sudden assumption that he had hoped was wrong, and the reason why he had charged into the forest in the first place. He was determined to find the singer, he absolutely had to. His life depended on it. The reason why it sung, a mother's lullaby to a child about to sleep.

What if that lullaby was for him? What if that was why Dean couldn't hear it? He wasn't meant to hear it. If it were singing now, of all places, than that could only mean-

The Doctor halted that thought, growling and shaking his head, forcing the paranoia out. Looking outward to the forest, he shouted to no one, "no, no, NO! SHUT UP!!!

"I refuse to listen to your song! You hear me! This! This is a trick! Magic! It has to be! Someone out there is playing a trick on me and whoever it is had better stop or else!!! This is not my lullaby! This is a trick! Because if you think this is where I die than YOU ARE WRONG!!!" He was furious with that song, and whoever sung it, and he had exerted a lot of energy into shouting at her. His heart was beating quick, and he needed a moment to catch his breath, panting heavily.

The river water flowing behind brought the Doctor back into reality. The gently wind breezing through the leaves, bugs and crickets chirping and making sounds, and a particular sound caught his attention.

A large, yellow and green, caterpillar like bug, crawling on the grass by his hooves. It emitted a tiny sound as it crawled past him, "Be-Bo, Be-Bo, Be-Bo, Be-Bo"

The Doctor closed his eyes and took a deep breath, calming himself. He kept his mind to the pleasant forest sounds, helping to unravel his nerves.

Suddenly, the music began again. This time he heard a piano, playing the song that the mare sung, and the mare was absent. It was subtle, hardly audible. But he heard it, and the Doctor's eyes popped open furiously. He glared towards a direction away from the river and, this time, was able to pin point where the music came from.

It was clear this time, that the music was obviously coming from this direction. In his anger, the Doctor growled and charge forth, "I said shut up!!!"

Almost immediately he felt his body beginning to lag, sluggishly running much slower than he wanted; and this only angered the Doctor further. "Faster! Faster! Faster!" he said under his heaving breath, feeling the strain in his lungs piercing.

The river was out of sight, and the streaming water could no longer be heard. The fog appeared even thicker now, as the Doctor galloped amongst the trees, each one blurring past him quickly. The Doctor was quite fast for someone his age, some might consider it impressive even. Yet, to him, it wasn't enough.

Not nearly enough, as the Doctor forced each muscle to move. He galloped quicker than he should, yet, it wasn't far different than his previous speed, only galloping slightly faster.

"C- Come on! Move! Move darn it!" the Doctor shouted.

His chest hurt, his lungs felt to be caving in on itself, and he couldn't help but slow down to a run. These pains, just from running, it angered the Doctor. It reminded him that this wasn't the first.

He felt winded running away from Tumbleweed's house back at Dodge Junction, and he remembered he couldn't even catch up with the rest of group running away. And yesterday, running away from Silver's vines, he had to force himself to teleport just to escape because he couldn't run anymore. Later after, he didn't have the strength to pull Milly from that bridge. He had to fall off the bridge and use shear air velocity to save her. He was unable to use any of his own natural strength to save anyone during those rescues. He couldn't run, he couldn't carry another pony, and it was happening more and more frequently.

This old body, with its deteriorating strength, it was mental abuse. Each memory of him becoming winded, or his chest aching, or his inability to fight through physically enduring tasks, it was mocking him. Looking down on him and taunting, saying just how weak he's become.

It more than angered him; he was upset, he was frustrated, but what he felt most of all, was pity. Gritting his teeth, the Doctor said through huffs, "not . . . fair . . . I used to be . . . so much faster . . . why!? . . . Why can't I run faster!?"

The music grew louder, and just as it did the Doctor spotted someone. A figure, too far to see in the dark for most. The Doctor would have recognized him, yet his fatigue and clouded mind fogged his senses. Assuming the figure was the singing pony, the Doctor charged towards him.

"Gotcha!" the Doctor shouted triumphantly, pouncing onto the figure head on.

"Doctor? Is tha- AGH!" the figured yelled, falling to his back as the Doctor pushed him to the ground.

The Doctor laid on the pony, panting heavily, too tired to move as he let his body weight pin the pony down. "G- Got you . . . I . . . got . . . you", he said through breathes.

The pony groaned, "ow, Doctor? What was that for?"

Recognizing his voice, the Doctor mustered enough strength to lift his head and see no other than Dean Do. Who looked back with utter bewilderment.

"D- Dean? Y- you- I- y- you-", the Doctor dropped his head to Dean's chest, too tired and out of breath to so much as speak.

"Woah! Doctor? You alright?" asked Dean.

The Doctor didn't respond. If he had, he would have bombarded Dean with questions. He tried hard to listen past his heavy breathing, yet, it was no use. The singing had stopped, and the Doctor felt no closer to finding the singer then he had before. In fact, he felt further away and more confused.

"Doctor?" Dean asked, concerned.

Regaining just enough energy, the Doctor shakily lifted himself off Dean. He looked around a moment, hoping to see anypony or, at least, hear even the slightest pitch of music. When he didn't, he frowned and responded without looking to Dean. "Did you hear anything?"

"Hear what?"

The Doctor turned to Dean suddenly, evidently frustrated, "anything! Singing, a voice, a melody, anything tha-"

"Whoa, whoa, wait, wait, you think that- did you tackle me because you thought I was singing?"

Licking his lips, the Doctor responded quickly, "maybe, kind of, and I'm sorry for that but I need to know! Did you hear anything!? I heard it come this way!"

Dean stood to his hooves as he gave the Doctor an annoyed look, "Doctor what are you on about? Is this about what you thought you heard earlier-"

"I didn't think! I know!" the Doctor yelled suddenly.

Surprised, Dean took a step back, growing more concerned.

Taken aback by his own outburst, the Doctor coughed into his hoof and cleared his throat. "I know what I heard, I haven't gone senile."

Looking bewildered, Dean replied, "I never said you had! Doctor what has gotten you? You've been acting strange ever since we first arrived at this forest! Is it me? Are you that concerned with my safety?"

"It isn't that."

"Than what is it!? You run off when we first arrived, you run off after that ghost chased us! She almost caught Aster for crying out loud! And where were you!" Dean said angrily, pointing a hoof at the Doctor.

"I had expected that, which is why I gave you my torch. And seeing as you don't have it anymore I can assume you used it and it worked."

Dean looked to his empty hooves, flabbergasted, and looked back to the Doctor. "Wha- I- that- are- are you serious! Did you not hear me? The ghost almost caught Aster!"

"The torch-"

"Forget the torch Doctor!!!" Dean yelled, furious, and startling the Doctor. Dean took a step forward to yell, reaching a level of anger that the Doctor had never heard from Dean before, let alone hear it directed at him. "Why weren't you there!?! Yes I said I wanted to help you, Doctor, but I was expecting to help you side by side! Not cast off alone to fight a ghost! What do you think would have happened if I didn't make it in time when Aster was almost caught?"

It was then the Doctor noticed that Aster wasn't there, "where is Aster?"

Dean rolled his eyes, "so now he asks. For your information, Aster was nearly caught by the ghost and I saved him last minute. After that we ran so far we wound up back at the boarder of Equestria."

"You two ran that far?" the Doctor asked, impressed.

Dean, however, was not. "Well we didn't have much of an alternative now did we!?! You left us so I had to figure something out! Once we made it out of the forest I sent Aster off towards the mountains. He's headed to Dodge Junction as we speak."

"Dodge Junction? That's quite a walk-"

"What other choice did I have Doctor!!!" Dean shouted.

He hadn't intended to, but the Doctor's statement came off as a critique. As if Dean's plan wasn't good enough or that it was the wrong choice, and it insulted him. The Doctor was quick to correct himself, "it was a good plan Dean! I'm sorry I couldn't be there, I had something else to do."

Dean scoffed, "we are in a forest where a filly wants to kill us and has already, possibly, killed someone else. What the bloody tarterus could you have-" he stopped suddenly. His ears twitched, and Dean's eyes turned curious. He still looked upset, but something had caught his attention. He looked to that ground, where he felt it. A vibration like sensation, warning him of something approaching.

It took the Doctor a moment before he noticed Dean's change of attitude. Concerned, he asked, "Dean? What's wrong-"

"SHH!" Dean interrupted, putting a hoof to his lips.

The Doctor went silent, and simply watched Dean curiously.

That vibration Dean felt, it worked like a sonar. With every beat of his heart, Dean felt a static like energy pulse out beneath him, entering the ground. Expanding outwards, traveling through the dirt like a sea of fish in a current, in a far radius, and touched the unidentified creature. As soon as it did, this energy returned to him, vibrating the ground as it sent signals into his brain. Images flashed in his mind; a shadow, shaped like a pony, walking through the forest a couple dozen meters away, heading towards them.

"Duck!" Dean hissed, crouching low and bringing the Doctor with him, hidden by the tall bushes around.

The two remained stationary for a moment, silently laying low to the ground. It took the Doctor a few seconds to realize what had alarmed Dean. He couldn't see anyone while lying low, but he certainly heard steps approaching. Light steps, yet just heavy enough for the slightest of crinkling to the ground beneath their hoofs. A rustling of bushes as they came close, but stopping just six feet away.

"You said you heard shouting!!!"

The Doctor stiffened as he recognized that voice. It was the phantom, talking to another pony. Which startled the Doctor further, and Dean as well.

And his voice only made it worse, "perhaps they heard us. They must've ran, or are hiding somewhere close."

"Don't ignore me!!! You said you heard shouting!!! No one is here!!!" the phantom shouted, stomping a hoof.

"Your stomping and aggressive nature is loud, clear your mind and let the weight of your body-"

The phantom growled, "I can't do that!!! I've already told you!!!"

"You can, I have seen you. If you allow your body to float it will reduce the sound you make. It will help you with your goal, is that not what you want?"

Crossing her forelegs together, the phantom looked away, pouting. "Mmmph! I want to but I'm not good at it!"

"If you won't float than at least calm yourself. If anyone hadn't heard us then, they must have now."

"But it wasn't-"

"We haven't anymore time to discuss this. The night will not last forever, come my queen."

A strong gust of wind blew suddenly, whistling and shuffling the nearby bushes and trees as the stranger floated away.

The phantom growled and gritted her teeth. "I'm the Queen of the Forest, I can be as loud as I want", she murmured under her breath, trotting close behind the stranger and following him away from the area.

The wind ceased and the phantom's hoofsteps faded. The two remained in hiding for a minute, waiting as the area became eerily silent.

The two stood and checked for the ghosts. Niether saw them, confirming that they were gone, for the time being. Relieved, the Doctor sighed and asked, "you heard them coming, Dean?"

Dean looked confused when he replied, "not exactly. I knew they were coming but I didn't hear them."

"How'd you know they were coming than?"

Dean shrugged, "I'm not sure honestly. It was almost as if I just knew where they were. I felt it in my gut."

"In you gut? It told you they were coming? Dean, did this "feeling" feel like a sixth sense? Or, an energy like impulse of some sort?"

"Um, I think, I'm not sure."

Dean was unsure, but the Doctor understood what Dean had felt. He explained, "you may not have felt this before because your body has never been in life and death danger before. Adrenaline, fear, and injuries received from the past week has caused a sudden growth of your earth pony magic."

"A growth of my magic?" asked Dean.

"All three tribes of ponies have purposes for their own unique magic, but what they have in common is using their unique magic for survival. The three tribes all have abilities that link them to their instincts which allow them to better handle a fight or flight situation. It affects your body so you can run away quicker or give you a boost if fighting isn't an option. Sometimes a pony's power increases exponentially when placed in a life or death situation, and I mean they really, truly have to believe they are going to die. When that happens, your primal instincts for survival activates your untapped magic, the parts you never use, and gives you strength and abilities you may have never known you already had. This is called: Survivalists Awakening."

"I . . . see", said Dean, following along; intrigued, yet annoyed.

"It usually happens to untrained ponies but when it happens to the ones who are adapted to danger whew! They can get really strong! Like sensing ponies through dirt or soil, that's a passive Earth Pony ability that, if you train enough, can come very much in handy-"

"Doctor why have you been acting strange?", Dean blurted, angrily.

The Doctor paused. For the moment, he had become excited to hear Dean use his Earth Pony magic, and half of him went into a lecture to talk about it. The other half had actually hoped Dean had moved on about their previous discussion, and used this new topic to divert away from the old one. Clearly it didn't work, and was now expected to give Dean a proper explanation. The problem was, how could he explain to Dean why he had searched so vigorously for the singing? After all, if the singing truly was what he thought it was, that would mean he would have to tell Dean the last bit of information. The one he left out when explaining about regeneration. It also meant he would have to tell him of the lullaby, and what it meant.

No, now wasn't the time to tell him that, either of them. Making his choice, the Doctor recomposed himself before grinning sheepishly to Dean. "Right, right . . . I . . . have been acting . . . inappropriately, haven't I?"

Dean nodded a simple response.

The Doctor's grin dropped as his eyes slowly fell to the ground. "I . . . I'm sorry for my behavior. I haven't . . . I . . . I'm". The Doctor gulped silently before continuing, "when I left you and Aster that was unrelated to the singing. I had left to investigate Aster's campsite, hoping it would give me insight on what had happened and why this is all happening. Still, that was wrong, I shouldn't have left you alone. Maybe if you were better equipped and trained, but right now, that was foolish of me.

He took a breath, "I've been selfish, there's a pony in danger and I'm running around for a pony singing that only I can hear, apparently", the Doctor added. The Doctor's brows furrowed as he spoke, "with or without your magic I should have known they were approaching. I trained a long time ago to sense when others were approaching and yet here I am wondering a forest like a child, too distracted to see what's around me, and what really matters."

Dean relaxed as the Doctor talked. His tone was angry, but it was clear that its anger was directed to himself. The Doctor was angry with himself, disappointed even, Dean saw this. Though, he was still annoyed, he listened to the Doctor with an open mind of forgiveness. Because through his anger and disappointment, Dean heard sincerity.

The Doctor continued, "I'm sorry Dean, I really am, for my behavior. And I want give you an explanation but . . . I see now that we've, I've wasted enough time as it is."

The Doctor straightened up and his tone changed suddenly, taking Dean by surprise. A slight bit a disappointment and some anger was evident, but what appeared out of nowhere was determination. The same tone Dean had remembered the past week, and grown to enjoy. "All my life I've put myself before others. Helping without thinking of myself for a moment. I'm not sure when that changed, I've lived so long god knows how much I've changed, but I won't allow this to be one of them. My care for others, I refuse to let that change". The Doctor smiled to Dean, "thank you for helping me realize that Dean, I would never let something as silly as "a singing pony" distract me from saving another ponies life. I'll explain to you everything, after we save Larkspur, got it?"

Dean couldn't help but smile happily to the old stallion who, in this moment, was a spitting image of the stallion he remembered. Despite his strangeness and way of going about his business, this is the stallion that made sense to Dean. The Determined Doctor.

Dean nodded, "got it!"

"Brilliant! . . . Brilliant", the Doctor smiled softly and sighed. "Alright than, let's not waste anymore time! I know where Larkspur is so let's go save him!"

Dean had to double take before realizing what the Doctor said, "wait, you know where he is?"

"Yes, I'll explain on the way, follow me!" said the Doctor, bolting away from Dean.

"Woah! Hang on a moment!" said Dean, rushing to catch up to the Doctor.

It had worked, the Doctor's diversion had worked. He was sincere and honest. He felt it was true, that he did allow the singing to distract him from what was important. That he would put himself before others, and leaving Aster and Dean alone, everything he said was the truth. Mixed with the truth, he was careful to choose the right words to get on Dean's good side, calling himself "selfish" and that he had "acted like a child". Still, the Doctor felt that to be true as well, but he didn't have to say any of it.

Everything was the truth, he was completely honest with Dean, in a very strategic way. He never lied, the Doctor simply avoided telling Dean the truth that mattered.

Camp Mason, Ninety One Miles Away

Captain Stone Ball placed his shimmering spear atop his bed and grinned approvingly at it. He hadn't had a chance to polish it due to the chaotic atmosphere of his work, both literal and metaphorical.

More soldiers had gone M.I.A in chaos territory, whether they were actually missing or had been corrupted he hadn't a clue. Their food supply was running low, they were losing land day and night, energy was running low with the twenty four hour surveillance, and without the princesses in command, every issue rested on Stone Ball's shoulders.

He was upset at the princesses absence at a time like this. However, he trusted the princesses knew what they were doing and kept any complaints to himself. After all, he would never have accepted a position as high as his if he didn't know the duties that comes with it.

Stone Ball sighed as he looked to a map of Equestria, posted on his tent wall. Part of the map had been highlighted red, marking the overall area taken by chaos; a concerning amount of red, covering more than half of the country. The red was close to his camp, around two miles of clear space before the chaos reached his camp. He frowned, looking at small red "X's" scattered about the map, crossed with black string and tacks. The "X's" indicated fellow soldier camps that had been taken by the chaos. Including Camp Mason, there were only eleven camps left.

"There isn't much time left. I'll have to move the camp again in the morning."

Stone Ball shifted his gaze to a large box beside his bed. A dark green, wooden box with a shimmering silver and white soldier helmet sitting atop, the colors of Celestia's captains. The helmet itself was similar to that of a Spartan helmet, with the exception of a single spike protruding the top center of the helmet. The long spike was to help the public find guards quicker in case they needed help, though, Stone Ball disliked it. The spike was solid metal, so wearing it made him feel off balanced and top heavy. But a captain is still a captain, so he maintained his armor well, despite his dislikes. The thought of working hard on his job filled him with pride, for only a moment, before remembering that the side he was leading was losing.

Stone Ball removed the helmet off the box and placed it on his bed, before opening the box and checking inside. The box was filled with several scrolls, all work related, and a few miscellaneous items. Amongst those items was a silver, pearl encrusted locket shaped like a heart. Silver twisted the small lock on the side and opened it.

Inside was a heart shaped photo of three ponies smiling in a grassy area full of trees and pink flowers. To the left was a young cream colored filly with brown hair and orange eyes. To the right was a filly of the same age, completely identical with the exception of her eyes, which were hazel. In the center, holding the two fillies, was a cream colored mare with a long, white mane and pale, faded gray eyes.

Stone Ball smiled as he gently felt the photo of his twins and wife. Closing the locket, Stone Ball went to return it to the box, before he noticed one of the scrolls had unrolled. Grabbing it, he had intended to wrap it close, before realizing which scroll this was. Reading it brought him back to when he had first received this scroll, detailed inside with his objectives and new title as captain. Just a day after their defeat, the day they lost Mane City, and the last time anyone had seen the princess.

Six Weeks Ago

Stone Ball entered the large, dimly lit room with haste. He was immediately approached by a well dressed, orange pony, just as he did.

It was clear he had tried to keep his dark brown hair neat, but the stress of his work made it impossible, turning his mane into a sideswipe bed head. Along with his messy hair, his stubble and tired baggy eyes was evident enough to tell Stone Ball he wasn't the only one working in a hurry. His tail was short and curly, but Stone couldn't see his cutie mark, even if he had wanted to check. He wore a formal, robe like attire that covered from his flank up to his neck. His brown robe had three buttons on the front that weren't fastened, revealing a dirty, white, silk shirt underneath. It was clear he was in a hurry, so Stone Ball wasn't concerned with having his time wasted.

"I've been summoned?" Stone Ball said abruptly.

The pony nodded quickly as he grabbed a hoof full of scrolls, having to trot on three as he rushed to the door. His voice was professional, gentlemanly, yet somewhat soft, almost forcefully soft. Stone Ball knew he was trying to be polite, which tends to be difficult when one is in as bad of a rush as this pony was in. "Yes, she's in the other room. There isn't much time so remember everything she tells you, its very important-"

"I've got it", Stone interrupted, walking towards the door opposite of the room.

"One more thing, you'll be needing that as well", said the pony, pointing to a table in the center of the room.

Stone Ball had noticed the table, and wouldn't have paid attention to it if not for the pony.

The room was large and cozy, a long fancy couch lined the wall on the right while tapestry and a painting of the princesses covered the wall to the left. Glass and mahogany dressers and tables dotted the room every here and there, and would have brought a shimmering beauty to the room if not for the lack of light. The royal carpet as well would have been a sight to see if not for the hundreds of papers, clothing, trash, weapons, and broken objects scattered all over the room. A few of the dressers were on its side, broken with shattered glass spread on the floor. A few of the paintings had fell, oddly enough with minimal damage; and on the ceiling, where a large glass chandelier once hung, now is an open hole with parts of the chandelier hanging off the floor above. His career experience told him that the chandelier had been pushed upwards into the ceiling, which is why there is a hole and yet the chandelier remains hanging through the floor above.

He didn't question the state of the room, nor did he want to know what had happened. If he guessed, Stone Ball would assume the room was destroyed during the battle. Though, he was surprised the room even remained. He only witnessed a mere minute of the fight while helping with evacuations. And even that minute was enough to make Stone Ball believe that the entire castle would be reduced to rubble. He was glad to be wrong, it was sad to see the room, the castle, in such disarray. Princess Celestia's bedroom used to be so beautiful.

The center of the room held a large table, not nearly as fancy as the others. Surrounded by furniture that once had value was a large, thick, wooden table made for durability. Function over form, Stone Ball recognize this sturdy table to be one of the emergency barricades used by the higher ranks. Metal cased the under parts of the table, giving great protection if flipped, in case of a sudden attack or if no other barricades are available. He found this odd, the princesses have never requested furniture barricades for their room. Then again, the princesses have never lost a battle either. On top of the table was a large, dark green, wooden box. A standard box, also used by soldiers for supplies. Though, why this and the table was here in a royal bedroom only brought further questions to Stone Ball.

"Why do I-"

Stone Ball looked over his shoulder and stopped, as the pony was no longer there. Though there was a second pony there to hear him.

"Stone Ball? Is that you I hear?"

Stone Ball whipped his head to the opposite of the room, where a familiar voice spoke through a cracked door. Though he couldn't see her, and he wasn't sure she could see him, Stone Ball still galloped forth close to the door and bowed to the one who spoke.

"Your highness, you summoned me?"

Amongst the sounds of rummaging items and papers, Stone Ball heard the alicorn herself speak to him: Princess Celestia. Despite her weariness from battle, she still spoke as gentle and majestic as he had remembered her to be. "Yes, thank you Stone Ball. I'm sorry I cannot speak with you face to face. Time is of great essence, and sadly, I do not have any now."

"Are you busy figuring out how to defeat Discord? Is that the reason for my summon?"

Something dropped from the room, something heavy. Whatever it was, it sounded to have snapped, causing the princess to sigh. "Yes and no. I need your help assisting us for our fight with Discord. However, actually defeating him, I'm afraid you and your soldiers will have a different role to play."

"I don't quite understand your highness."

There was a moment of rummaging before she responded. "As you already know, my sister and I have . . . been defeated. We lost in our fight with Discord and are, for the time, defenseless against his chaos magic."

Stone Ball perked his head at that, "for the time? You mean, you do have a plan for defeating Discord?"

"That is correct. My sister and I have an idea that should help us win, however, it will require for my sister and I to leave for awhile."

"For you to- you, you and Princess Luna won't be here?"

"No Stone Ball, I am sorry."

"But, your highness, what of the citizens? Who will protect them?"

"That responsibility I will entrust in you, Stone Ball."

Stone Ball was shocked to hear that, and replied wide eyed, "me? Your highness, with all due respect, I do not think I am the most suited for a mission with such responsibility."

"And what makes you think that? You are kind, you are loyal, you are a friend to many, and a great symbol for friendship."

"Friendship? My apologies your highness, but I do not see how "friendship" is going to help". Stone Ball heard a drawer shut, and Celestia whispered something, too quiet to hear.

"Stone Ball, I have watched you grow into the stallion you are today ever since you were but a young colt. The qualities you have, through your years of training and defending Equestria with your fellow soldiers. You have traits that are unique, that not many share or are willing to accept. Yes, a soldier is strong, a soldier is brave, courageous, skilled, at the ready for battle. However, with our troubled times, we need a pony who is more than just a soldier. What we need most is are friends. Ponies willing to put their differences aside and band together.

Celestia turned and spoke towards the crack directly, heightening her sound. "Stone Ball, despite how you wish others to see you, you cannot deny these traits that you hold in your heart. I have seen you, the extra work you do to help others without your fellow soldiers knowing, the charity you contribute, that home you built for those children.

Stone Ball stiffened and blushed, embarrassed and, for the moment, lost his serious demeanor.

Stone Ball couldn't see her, as Celestia smiled to the kind pony. "You may not like others knowing of your good deeds, but you can't hide those from me. I have seen all the good you have done Stone Ball. You are not a soldier simply for the money are the benefits, or because you think you are tough. You became a soldier because you truly care for others. And you are very good at hiding your intentions, is it because you are embarrassed for your fellow soldiers to know of your good deeds? Or, do you simply wish not to brag?"

"I . . . I don't know", said Stone Ball, timidly. He knew the truth, but as a soldier standing before a princess, he felt awkward to display that level of emotion to her. His response was the best he could muster, and Celestia knew that.

She had hoped he would be honest with her, but being princess can be intimidating to others, so she let it slide. "Even so, you can hide your emotions very well, and that will come of great use in your task."

Stone Ball frowned curiously, "what do you mean?"

"Stone Ball, I am about to give you very important task. With your qualities of friendship, I can think of no other pony perfect for this mission. Therefor, Lieutenant Stone Ball, from this day forth you will be promoted to Captain Stone Ball."

Stone Ball felt his heart stop, as a mixing surge of pride and excitement filled his chest. "Your highness . . . I- I- I don't-" Stone Ball was cut off to a clock tower ringing in the distance, chiming four times before stopping.

"It is time for me to take my leave. Captain Stone Ball, I know you will do your best, you have my faith."

Stone Ball stood to his hooves and raised his voice to the door. "Wait! Your highness! What is my task!? What do you need me to do!?"

"Everything you need to know is in the case behind you. Read the file and follow its instructions to the letter. I'm counting on you Captain, I know you will make me proud."

The was a flash of light, strong enough to, even through the crack, blind Stone Ball for a moment. He blinked to let his eyes adjust, as he quickly rushed into the room. Only to find it dark and empty, and in worse condition then the neighboring room.

Papers scattered all over the place, furniture reduced to splinters, what had once been a bed now laid on its side and broken in half. A few drawers remained intact, with scratches and dents all over. The room was dismantled, disarrayed, and held no Princess Celestia. Stone Ball didn't bother searching further, he knew she was already gone.

He exited the room and approached the table with the green case. Placing a hoof to the side of the box, Stone Ball had intended to open the case, before a cackling laugh made him freeze in his place.

In the distance, ringing so loudly, as if he stood in this very room, laughing manically in utter glee. The screams of thousands with their trampling hooves, vibrating the walls with their blasting noise alone. The entire city was in chaos, and Stone Ball knew who was to blame.

Stone Ball gritted his teeth angrily, "Discord!" Grabbing the case and hoisting it to his back, Stone Ball rushed out the room and ran down the castle halls.

"I won't fail princess, I promise!"

Present Day

Stone Ball sighed with content, as he returned the scroll to the case. "My primary mission is complete your highness, I hope the Doctor finds you soon."

Suddenly, blasting through the camp, horns went off. Stampeding hooves followed as soldiers outside began shouting.

Taking Stone Ball off guard, he stuffed the locket into his pocket without thinking before rushing to his armor. Helmet on, spear at the ready, it took seconds for the captain to be armed before rushing outside of his tent.

Stone Ball could only describe the scene before him in one, plain, obvious word: chaos.

The sky had an overcast of cotton candy clouds, raining large drops of sticky chocolate milk, sticking to the soldiers and slowing them down. Large rainbows blasted from the distance, crashing into the camp and exploding into fruity, rainbow colored candy, knocking anyone within the radius off their hooves. Butterflies made of actual butter fluttered about, and dragonflies consisting of actual small dragons with fly like buzzing wings, blowing tiny puffs of fire around. Though the butterflies were harmless, the dragonflies had already set some of the tents on fire.

Bubbles floated everywhere, appearing harmless enough. Until Stone Ball saw one unlucky soldier run into one and accidently pop it with his face. The bubble exploded like a bomb. Though not lethal, it made the entire area slippery while any suds of soap that touched the soldier dissolved his armor into paint.

Plants had risen from the ground, growing taller then the soldiers, grabbing them with their long, vine like arms. Sunflowers turned to small balls of fire, while the ground beneath them transformed into a plain of plaid and checkerboard rainbow patterns.

Giant sandwiches stampeded through the camp, eyeballs with wings soared about, dog like watermelons spat seeds like arrows, pegasi lost their wings, unicorns lost their horns, earth ponies lost their dignity, a stallion named "Steven" had his name changed to "Stephan". It was madness.

"Sir!!!" a soldier shouted, rushing to Stone Ball. His armor had dissolved and his spear had turned into a five foot long vegetarian sub sandwich. His shield remained normal, so he held that above his head for defense. "Sir! Our barriers have been broken! We can't hold back the chaos magic! More than half of the troops are corrupted, we need to retreat immediately!!!"

"When did the barriers break?"

"A few minutes ago! Sir! We need to leave now!!!"

Stone Ball went wide eyed, "a few minutes!?! That's all it took!?! To lose my entire camp!?! A FEW MINUTES!!!"

"SIR!!!"

Stone Ball growled and shouted as loud as he could, "FALL BACK!!! EVERYPONY FALL BACK!!! NOW!!!"

Everypony that heard halted their fighting and ran from the camp quickly. Some, the ones not quick enough, fell behind and where caught by the chaos magic.

Stone Ball ran with his evacuating soldiers, and was a mere couple feet outside of his camp before he heard someone trip behind him. As the others continued running, Stone Ball stopped and turned.

The same soldier that came to Stone Ball at his tent had been caught by his hind legs by a large daffodil, with vine like arms coiling around him, bringing the soldier back towards the spreading chaos.

The soldier dug his hooves into the ground, digging drag marks as he clung for his life. "Captain!!! Captain help me!!!"

"PRIVATE!!!" Stone Ball shouted, rushing to the soldier's aid.

Stone Ball took his spear and threw it to the daffodil with perfect accuracy. Receiving a blow square in the face, the daffodil fell, releasing the soldier from its vines.

Stone Ball assisted the soldier to his hooves and shouted, "come on! Let's move!"

"Thanks Captain!"

"You can thank me later! Come on!"

"CAPTAIN!!!" the private shouted.

Stone Ball turned around for only a second. One single second, that's all the time he had to register one of the rainbows blasting directly towards he and the private. Before it made contact with the ground, dead center between the two. It exploded, candy bursting everywhere, as the two soldiers were blasted off their hooves, flying in separate directions.

When Stone Ball felt the ground collide into his chest, he dragged a moment before, shakily, picking himself back up quickly. His ears rung slightly, as he dizzily searched for the soldier, "private! Private!"

"CAPTAIN!!!"

Stone Ball looked over and found the private a dozen yards away, held in place by a group of ponies that had once been his fellow soldier. Each one looking nothing like they had before. Some had extra limbs, some had none, some had changed shape, or color, or gender, or species, or even inanimate objects. None of them were ponies, but all of them were insane. Each laughing manically, spouting nonsense and gibberish.

"HELP!!! CAPTAIN HELP!!!"

"PRIVATE!!!" Stone Ball rushed forth to help the private, before a pair of hooves grabbed him from behind and stopped him.

Two soldiers, who had both noticed the Captain trying to help the private, grabbed him and pulled him the opposite direction.

"Its too late for him! We have to leave!" shouted the left soldier.

"NO! LET ME GO!!!" Stone Ball shouted, struggling in their grip.

"CAPTAIN!!!" the private shouted.

Suddenly, the corrupted ponies, all smiling psychotically, opened their mouths impossibly wide. The inside of their mouths glowed an eerie, purple and black light, before an orb of that color, consisting of a static like energy, erupted from within them. Erupting from their mouths and penetrating the private, invisibly latching onto his very soul. The private screamed as he received the multitude of attacks, before he suddenly appeared to have blacked out.

"P- Private?" Stone Ball muttered, believing for a moment his soldier had died.

Not even a second passed before the privates eyes shot open, his orbitals flashing rainbows as he convulsed. Drooling chocolate milk, the corrupted released him as the private jumped to his hooves, shaking his head at the speed of sound. His fur puffed up, becoming fluffy, and turned pearly white. His hind legs shrunk and disappeared within his coat as his forelegs grew twice as long. His head stopped, and his eyes and mouth had grown to the size of watermelons. He had no nose, no ears, and no tail. His mane turned fluffy as well, looking like a smaller version of his body.

He appeared like a strange cloud and pony hybrid, which only appeared more so as the private started floating. Drooling chocolate milk, the private looked to the captain with his own maniacal smile, matching the rest of the corrupted ponies.

"P- PRIVATE!?!" said Stone Ball.

The private laughed and responded, "CHEESE TALKS TO YOU!!!"

"NOOOO!!!" Stone Ball shouted.

"He's gone! Its too late! Come on!" the soldier on the right shouted.

Quickly accepting the privates fate, Stone Ball ceased his struggle against the two soldiers and followed them out of the camp. The three managed to catch up with the rest of the soldiers, but their retreat wasn't over.

What was left of Camp Mason continued running, as the spreading chaos traveled faster than it ever had before. With the corrupted private and the rest of the corrupted soldiers, the chaos made its way south.

Arriving ever so closer to the border of Equestria.