• Published 1st Dec 2011
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Doctor Whooves - The Series: Episode Two - Game of Stones - Loyal2Luna

Twilight, Rainbow and Applejack travel 3000 years into the past with their new friend the Doctor, to the ancient city-state of Roan. They meet the famous Leonard DiHoovsie, and find themselves embroiled in a deep mystery with dark implications.

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Ch. 9: A Night to Remember

Chapter 9: A Night to Remember

Maestro's Office, Studio de Eterna Magnificenza
The Pony City-state of Roan
27th of Summer, 1491 A.R., 9:20 p.m.

The light from the full moon gleamed off of the broken pieces of red and blue stained glass that now littered the stone floor of the famed studio’s third floor office, adding a strange sort of sparkle to a dire situation that was unfolding on this most fateful of nights.

Graphis Denarius, Genius and Maestro Sculptor, breathed heavily, fighting off the intense pain running down the back of his head from the intensive spells he had cast in such a short succession. But the pain was worth it as he watched the five ponies before him struggle, futilely attempting to lift their legs as realization set in that their hooves were trapped in the floor.

“Ignorant little things,” Graphis sneered with a superior air, his muscles still tense, clenching his teeth at every pause. “I know stone. I understand it... Even before my rise to prominence, I could lift and manipulate it like no other! Did you really, honestly think that you could stage this little revolt against me in the middle of my city!?”

“Uhhh, yeah?” Applejack shrugged offhoofedly as she continued to try and pull against the stone anchoring her hooves in place. In spite of her strength, unfortunately, she simply could not get the leverage to break free.

“Not so much a revolt as an intervention,” the Doctor, standing at the orange earth pony’s side, clarified, having ceased his own struggle to stand tall, facing the grey noblepony. “But it looks like he got us. Girls… Oreo… just calm down. No sense in getting all worked up.”

“I just got out of being a lawn ornament,” Rainbow declared, flapping her wings violently as she tried to lift herself from the restraint and causing her knees to pop with the strain. “No way am I gonna get grounded again by this primp little--”

“Rainbow, he’s right. Calm down,” Twilight said quickly, focusing her gaze at their captor.

It went against her better judgement, but hearing Twilight, the pegasus’ wings ceased to beat and she relaxed in place. “Hope you eggheads know what you’re doing...”

“I just want to know one thing, Graphis,” Twilight said, ignoring Rainbow for the moment and attempting to hold the noblepony’s eyes. “Why?”

“Why what?”

“Why did you do it? Why manipulate a naïve gorgon to petrify perfectly innocent ponies? For bits? To be famous? Just so other ponies could call you Maestro!?”

“You know about…” Graphis’ anger was overwhelmed by shock for but a moment before his tone became clipped and harsh again. “Of course… You're the ones who sent that foalish snake here. Such a bold plan… trying to expose her to the nobles. But it won’t work.”

“It weren’t us,” Applejack corrected him, her own voice edged with defiance. “But even if it were, it would serve y'all right! Y'all walkin’ 'bout with them fancy rich nobleponies while the less fortunate ‘re standin’ right in front of ‘em. Baskin’ in the spotlight while ya have Marr doin’ yer dirty work! And yer lyin’ ta all of ‘em!”

“You think you’re so noble, don’t you? The lot of you. Commoners trying to be heroes. Playing pretend!” Graphis shook his head in disgust, stomping a hoof. “Like Leonard, you pathetic ponies need to learn your place! The herd exists to better the situation of those that guide it! That is the way it has always been! Earth ponies are beasts of burden suited to grow food and pull wagons! Pegasus freaks are meant to be thrown into battle to die for the advancement of their betters! And it is the place of the unicorn to lead the way and reap the spoils! We are the true power and might of Roan! That is the natural order of things! The common pony is just another resource to be harvested and used, like the stone of Roan itself! So what if the herd is clipped by a predator in the night!? Nopony who matters cares. In fact, those poor wretches should be thanking me! They are worth far more on the auction block then they would ever be, milling about the dirty streets!”

Twilight reeled back in utter disgust, as if Graphis' venomous words would leave a stain on her fur. She had known of some unicorns in Canterlot that had whispered these sorts of things; an ugly throwback from a darker age. But those were subtle and private murmurs, spoken only in the lowest of tones for fear of immediate and fierce reprisal.

Equestria had been founded on the idea that all ponies shared a common bond and were on equal hoofing, so to speak. And now, she was beginning to see why this had been such a radical development for all of Equis.

“So you took advantage of the gorgon’s ability in order to put yourself at the head of that herd. All for your petty ego.” The Doctor gave Graphis a sideways look. “But nopony else knew about the gorgon in the quarry. To have her so confused, playing so expertly on her fears, and keeping her in the dark for so long. Such a clever scheme…” The Doctor’s eyes narrowed. “You couldn’t have done this alone.”

Whatever composure Graphis Denarius had regained in his victory was lost in that moment, replaced by an almost raving drive as he stomped his front hooves violently.


After the artist's almost ear-splitting tirade, there was a moment of silence that was nearly as deafening, broken only by the panting of the outraged pony as he stood on trembling hooves.

“What about Marr Bell?” the Doctor asked, his tone as neutral as his face was.

“What about her!? That stupid beast eats out of my hooves and will believe anything I tell her! A valuable tool in my rise to renown, but a tool, nonetheless!” Graphis snorted dangerously. “A tool to be discarded when there is no more need for her, just as I have no need of you!”

Graphis broke his eye contact with the Doctor’s cold blue gaze to look over the faces of his captives, expecting to relish in their fear and intimidation before his undeniable supremacy. But as he did so, the crazed sneer on his lips slowly melted away.

The expressions on those faces were not ones of fear and helplessness as he had thought... but instead ones of mute shock, concern... and a touch of genuine sorrow. Hardly the reaction he would have expected from some ponies whose days were--

“D...did you ever love me...?”

The question did not come from in front of him, but from behind.

Graphis turned around so violently, one might have thought his neck would have snapped from the whiplash, his victorious smirk gone in an instant as he laid eyes on the trembling form of a grey-furred mare, her emerald eyes brimming with pearly tears.

“M...Marr… I was… It was…” Graphis stammered.

“I trusssted you…” The gorgon’s tone fell as she lowered her face, the coarse grey locks of her mane falling over her eyes.


“Twilight…” The Doctor turned his head to the unicorn, his tone hushed as the stone around them crackled under their hooves. “Got any spells that can cushion a fall?”

“Yeah.” Twilight nodded, remembering having studied for just such an occasion after that terrifying plunge at Froggy Bottom Bog.

“Get it ready…”

“It… It was a trick… Just… the unicorn putting words in my mouth!” the grey noblepony spat out as he took a shuffling step back away from the gorgon. For a brief moment, his eyes darted back past the still ensnared ponies towards the broken window, clearly calculating the odds of him successfully making a break for it.

He turned back just in time to see Marr’s head snap up. With fresh tears still streaming down her face, the black slits of her eyes narrowed almost to the point of being invisible, and her lips pulled back in anger.

Under their captured hooves, the five ponies could feel something pushing against the stone, buckling and straining on their restraints as something large seemed to be pulsing underneath them. It was at this point that Twilight and her friends realized that Marr’s backside was melded into the floor itself and the rest of her serpentine body was unseen.

Now they knew where she was hiding it.

“HISSSSSSSSSSS!” Marr’s long forked tongue slipped from her mouth as she pulled herself up and her hooves left the floor. The rest of her body followed, and she towered over Graphis wearing an expression of the purest outrage. “YOU’RE... LYING!”


Then, just like all of the lies and illusions, the floor fell apart and crumbled away.

Exhibition Hall
Studio de Eterna Magnificenza
A few minutes earlier

“Your Lordship… If I may…” The beige-colored and robed Academia pony, Castagno, stepped up towards Grand Denarius.

Taking note, the larger grey unicorn let out a small sigh, then waved a hoof, sending the noblepony’s attendants backing away after a moment. “I would rather you didn’t, Critique, but I get the feeling you are going to, anyway.” Duke Denarius rolled his eyes a bit.

“I only wished to say that your colt has gone to great lengths to win your approval on this night. And the other nobleponies are... talking. Do you think perhaps that the handling of this matter may have been a bit… harsh?”

Grand was quiet for a moment, seeming to ignore the other unicorn as his horn glowed, bringing a scroll up to his eye level to read. He had to squint slightly to do so, as the blasted chandelier kept swaying to and fro on the ceiling, causing shadows to dance on the paper.

“Do you have children, Critique?”

“No, My Lord. Not as such. But I have overseen the education of--”

“It is a very difficult thing…” Grand interrupted the other unicorn. “You try to instill a sense of right and wrong. You try to teach a sense of self-reliance and drive. And perhaps you push too hard for excellence when they are young and you realize far too late that they are not intended for excellence. That they are better suited for the more practical and vital of tasks.”

Castagno grew quiet.

“But instead of accepting that, the colt continues to drive forward, looking for the praise of anypony who will give it, regardless of if it’s well-deserved or not. Cutting corners and taking what he wants without any respect for what goes into creating it. Ambition turns to arrogance… Drive turns to pride… And he ends up in a gilded cage trying to achieve something he was never meant for.”

“Graphis is only trying to impress you, My Lord.”

“I know…” Grand nodded solemnly, not looking away from the scroll. “And that is what makes it another of my own failures. Perhaps my greatest.”

The Duke of Roan looked up from the paper, his piercing, experienced eyes locking on Castagno’s and making the artist pony cringe.

“And that is my burden to bear. Not the gossip of the nobility, and certainly not a matter for you to criticize, Critique.” Grand’s tone was harsh and direct. “My family is not an art gallery and I am in no mood to play games of intrigue. I have not been... for a very long time. Now, if you’ll excuse me, I have real matters of concern to attend to, and they do not involve whatever my colt has paid you to say to me.”

The Critique drew back slightly, unsure what it was that gave him away to the Duke, and it was obvious that his own intentions had deafened his ear to the beige unicorn’s normally silver tongue. Still, composing himself as a noble might, Castagno bowed his head and backed away respectfully as Grand went over the scroll given to him.

The Duke’s shoulders slumped as he read over the latest report of the continued disappearances and growing unrest in his city. The Lower District had already grown "vocal" at the vanishing of the artist, DiHoovsie, and there was an ever-mounting concern not that he had joined the Lost, but that he had been driven away or imprisoned by the Guard. A concern given weight by the mobilization of large numbers of House Denarius’ own Guard in the Lower District, and whispers of a hunt against the one mad unicorn that the common pony had grown to trust in this dark time.

Rumors were spreading of the nobility’s lack of interest in the problem, and tensions had never been higher. Worse yet, there were whispers that the lack of attention, meant to try and soften the concerns of the panicky, superstitious common-folk, was equivalent to an admission of guilt and involvement in whatever conspiracy had taken their loved ones away. Rumors that were growing bolder, as it seemed innocent bystanders and witnesses to these abuses of power were being taken away and imprisoned.

His own inquiries and attempts to bludgeon through the Guard’s protocols and bureaucracy to find this "Miss Keeper" mentioned in his agents’ reports had not yet been successful, but he was intelligent enough to know that if this allegation was discovered to be true, the resulting outrage would only fan the flames.

Grand Denarius looked up at the still ongoing "exhibition" -- (or, as he saw it, "birthday party" -- and wondered how many of these so-called nobles realized just how precarious their positions of wealth and power were… and how quickly the sky might come tumbling down on them.


As his eyes darted upwards, enormous cracks were forming in the roof towards the front of the exhibition, above which the separated office of the Maestro was kept. The sound of it overpowered the din of conversation, immediately catching the attention of all of the attending ponies.

The Duke didn’t expect the oncoming fate for the nobility to be upon them quite that quickly, or that literally.


The elegant calm of the exhibition was replaced by chaos. Soft and clipped conversation replaced by screams. And dainty walks replaced by panicked gallops as the ceiling came tearing down, the stone breaking apart as if it were thin ceramic tile.



A burst of purple energy danced across the studio as the falling stone, poised to crush any ponies underneath it, suddenly slowed, its descent halted by a sparkling purple field. Using the few precious seconds this bought for them, the nobleponies in harm's way wasted no time in running for safety.


But as the chandelier impacted the floor, the magical light that had filled the exhibition hall and the outside was extinguished, having been linked to the glow of energy cast off not from flame, but from a well-executed spell of illumination. The room was plunged into near complete darkness; the only source of light being the streams of dim moonlight coming in through the broken third floor window.

Confused, the panic grew by leaps and bounds as the darkness encroached, a situation that was not helped as what was on the floor above came down heavily to the ground.



The magic wore out as the stones neared the ground, a perceptive eye able to make out multiple pony shapes struggling to pull themselves upright to shake off the fall. The quickest to recover dove away from the mess, the now-familiar silhouette of a caped, beret-wearing pony pulling himself out from the rubble with a speed often attributed to a pegasus in full flight.

“GUARDS! GUARDS!” Graphis Denarius shouted at the top of his lungs.

Then, a new terror set in as a large, thick coil drove out through the stone debris, reaching out and only barely missing the hind-legs of the fleeing pony with a powerful lash. The gathered ponies, guard and noble alike, watched in horror as something slowly rose up from the rubble... Something large.

With clouds of dust and shards of stone falling off its frame, the long, snake-like form with a pony's body at its top brought itself up to tower over the room with its presence. Bright green eyes, slitted like a dragon’s, glowed menacingly in the dank as Duke Grand Denarius felt a pang of fear cross over his own heart even at his distance.

Astrolia help us…” The Duke of Roan pulled back slowly in a shock and fear he had not felt since his own days of youth and action, fighting on the Wild Frontier.


Any remaining thought of poise and pomp among the gathered nobleponies was gone in that instant, replaced by the frightened panic of foals in the face of something more terrifying than their worst nightmares.

Then, the gorgon dove forward.

Across the street from the Studio de Eterna Magnificenza

“DOCTOR! APPLEJACK! TWILIGHT! SOMEPONY ANSWER ME!” Leonard DiHoovsie stood at the control panel of the TARDIS, terrified of the sounds coming from where he had heard the exchange between Graphis and his friends. The tense situation was now overcome with cries of shock and a loud hissing that he was more than able to recognize.

He didn’t know if they could hear him, but now alone in the Doctor’s impossible machine, the artist’s fear had reached a fever pitch.

What on Equis is going on in there!?

Rushing to the door at a full gallop, Leonard grasped and pulled it open, dashing out of the blue box to look across the street towards the Studio de Eterna Magnificenza.

The lights surrounding it had gone out, driving the entire area into near darkness that he had to squint to peer into as Leonard saw multiple stallions racing towards the doors. There was no procedure or organization to their movements; just a panicked frenzy as the doors refused to yield.

In spite of the stone walls, which normally muffled all but the greatest of sounds, Leonard could hear the cries from inside the studio. Outside, a pair of unicorns was trying to pull the doors open with great strain while two pegasi dove skyward, obviously intent on the broken window gaping open on the top floor.

To the artist's horror, both of them fell to the ground before making it halfway up, crumpling and crashing almost directly atop another pegasus pony that had clearly suffered the same fate before them.

“Oh, no… Oh, no no no…” Leonard shifted on his hooves in concern as he watched the impotent attempts a moment longer, realizing better than any of them the severity of the situation.

His friends, as well as the whole nobility of Roan, were trapped inside Graphis’ studio… Trapped with Marr… And if the hissing he could still hear over the "speaker" (as the Doctor had called it) was any indication, she was even more angry now than she had been when he met her.

And he was outside, told to wait in the safety of the TARDIS while Rainbow carried the Doctor and Applejack to Twilight and Oreo’s rescue.

Leonard bit his lip as he tried to keep tears from welling up in his eyes. Again, he was held back, told to stay out of harm's way. Not just by the Doctor, but by his own fears and cowardice as these amazing, heroic mares and the mysterious stallion with the magic box. even Oreo, a mere quarry worker, dove forward into danger.

All the while, he watched from the outside… grinding his eyes shut as he cursed himself for being so weak.



Exhibition Hall
Studio de Eterna Magnificenza

“Unnnghhh…” Twilight shook her head, the pain running down her neck warning her of her own limits as her friends pulled themselves up out of the rubble.

Unicorn magic was very powerful and had many uses, but every unicorn also learned early on that repeated use of intensely powerful spells, particularly on the scale she had been casting over the last few days, was difficult to keep up without rest. Her endurance was certainly top-notch given her age, but even she was beginning to reach her limit.

But that wasn’t her immediate concern, as Marr dove forward into the crowd of ponies, who scattered in fear as the gorgon chased after Graphis.

“Everypony okay?” she asked quickly, turning around.

“Ah’m good. Come on, Oreo!” Applejack helped the black and white dappled Phrench pony to his hooves, almost having to shout over the chaos of the room as ponies nearly stampeded to get out of Marr’s way.

“Oooww, I think I landed on my wing…” Rainbow winced as she rolled over, trying to stretch out her left wing. “No breaks, that's good.”

The Doctor rolled to his hooves a bit clumsily, looking around the dimly lit room and taking in the situation in a moment as his blue eyes moved to Twilight. He wasted no time on confirmation, instead focusing directly on the immediate issue. “Okay! We have to get these ponies out of here! Applejack, Rainbow Dash, try to slow Marr down! She’s beyond reasoning while she’s this emotional! We have to calm her down!”

“Gotcha, Doc!” Rainbow dove like a bolt of lightning after the pony-serpent.

“We ain’t gonna be able ta do much, but we’ll do what we can!” Applejack nodded, although she found herself seriously wishing she had a length of rope for this task as she moved after her friend.

“Right. Twilight, Oreo, come on!” The Doctor dove in the opposite direction, Twilight only giving a slight moment of hesitation before following after him, having expected him to also go and try to stop Marr’s rampage.

Shrieks of terror rang and echoed off the stone walls as one of the guards managed to get a bead on the large serpentine creature moving across the room, with Marr confused and disoriented by both anger and the random vibrations caused by the panicking ponies stampeding wildly around her in an effort to get away. It was not until a pegasus descended on the gorgon that Marr came to realize she was under attack, a sharp kick across her jaw from the lean pony snapping her attention up to him for a moment as the pegasus hovered in position.

“Hold, beast!” he cried out over the din, retaining his trained discipline as he held himself upright and pointed a hoof directly at the serpent-pony. “In the name of Astrolia, Lady Lunar, you will stand do--”




A green-coated noblepony rushing past came to a screeching halt as the guardspony suddenly plummeted to the ground, his form a solid marble white and his face frozen as one of demanding authority. Gasping for breath, the noble pulled himself back in shock…


...only to be caught in yet another burst of prismatic light, replacing a green coat and lovely purple cape with dull grey stone. Marr brought her tail around, intent on sweeping the distractions out of the way as her eyes scanned around wildly for her target.

“INCOMING!” came a voice from above, catching the gorgon by surprise as she twisted about to see a streak of blue move past her head, dropping something where she had just been looking. A something that impacted her a fraction of a moment later, catching just above where her serpent body began and falling into her back. Before she could react, a set of of forelegs grasped around her shoulders, pinning her hood down along her neck. Shocked, the serpent pony hissed in anger and thrashed about, sending a set of tables flying and giving a few moments for those near the snake-like creature to rush away.

“Marr! Sugar! Ya gotta settle down! Don’t do this!” Applejack shouted, holding on for dear life as the gorgon bucked around wildly, thrashing from side to side in an attempt to dislodge the orange farm pony.

A feeling of Déjà vu was not lost on the rodeo-winning cowpony, of course, but this time, Applejack had some idea of what she was getting into. Marr’s upper body was still hard and her fur was coarse, but it was much easier to hold her there rather than along her craggy back as she had two nights before at Leonard’s shop.

But even with a firm grip, the cowpony knew she was just biding time as Rainbow whipped around quickly, diving down to push ponies out of the way before the gorgon’s tail could come crashing down on them. Unbidden as she felt the gorgon shift and thrash under her hooves, Applejack found herself realizing that in spite, and perhaps because of their obvious fear, the ponies in the studio were simply rushing around in circles.

Unfortunately, she couldn’t spare the time to wonder why, as Marr began to corkscrew, violently squirming to throw her off.


“PUT YOUR BACKS INTO IT, YOU FOALS!” Commander Kickback, in his dress armor, was looking far less the part of the respected military commander than he had intended this evening, as he barked at the two unicorns bucking their back legs into the door. They were feebly attempting to break the heavy barrier down as four more guards tried to hold back a crowd of nobleponies making for that exit.

“It’s no good, Commander! It won’t move--”


Kickback didn’t know what this thing was that had dropped in on the exhibition, but as his attention was drawn to a bright flash of light, he found that he had no desire to find out. His posting here was supposed to have been strictly ceremonial. Perhaps he could have found the chance to impress a rich filly with tales of dashing and daring during his service to Roan. And it had all been going to plan before that monster had appeared.

“HARDER!” he shouted, looking back towards the nobles pushing against the guards under his command, who themselves also seemed to be on the edge of insubordination as fear grasped their own hearts. Only a few dozen feet away, the creature had caused a new spark of panic and the ponies in back struggled with increased fervor as there were cries to be let out. With a frustrated snarl, Kickback turned to address the frilly upper-crust. “Everypony remain calm! We have everything under control!”

“Well, if this is you having things under control, I would hate to see what you would call a disaster.”

The hairs on Kickback’s neck stood on end as he recognized that voice, turning with a snapping motion as one of the guards yielded and allowed the brown stallion past the line when faced with a small black case held by the purple unicorn.


“Last I checked, it was.” The Doctor nodded, moving past the unicorn without hesitation as Oreo and Twilight followed. “There have been a few times I wasn’t quite’ me, but at least I have the benefit of not being you right now.”

“WH-- NO! THIS IS YOUR DOING, ISN’T IT!? GUARDS! SEIZE THEM!” Kickback raged, his throat starting to grow hoarse. When his soldiers didn't immediately rush at his command, he turned around to see the reason why he was being so blatantly disobeyed.

To one side, a set of unicorns were gasping for breath, close to exhausted from trying to physically knock down the door, while the rest of his guards were holding back the rows of ponies from the door to prevent them from stampeding themselves into the blocked entryway.

Grinding his teeth, the commander of House Denarius’ Guard was very much out of his element, causing him to turn back to the two ponies that had escaped him the day before.

“FINE! I’LL DO IT MYSELF!” The unicorn stomped in frustration, taking an aggressive stride toward the pair. “In the name of House Denarius, you are under arr--”



Kickback was sent tumbling to the ground with a sharp kick to the head from one side, having not even taken note of the dappled black and white pony that had come up beside him.

Incompétent,” Oreo huffed in frustration.

“Bit drastic don’t you think?” the Doctor asked as Twilight moved to the door, her unicorn magic holding the black case open in front of the fatigued quartet of unicorns, who fell back immediately from whatever they saw on the psychic paper.

“Not really,” Oreo remarked, looking down to the prone form of the Commander and grateful that none of the soldiers around them seemed at all concerned with punishing him for his impertinence. “Denarius’ guards make a hobby out of harassing immigrant workers. He’s had that coming for a long time.”

The Doctor shrugged slightly, moving to Twilight’s side at the door as she pushed her shoulder into it. “What’s the holdup?”

“I’m not sure… I don’t think it’s barred from the outside, and the lock isn’t in place.”

“Maybe it’s pull to open?”

Twilight gave the Doctor a blank look, amazed at how he could make jokes given the gravity of the situation, punctuated by a loud hiss heard from over the shouting panic of the nobleponies.

“...Bad time?” the Doctor deadpanned.

“Yeah, bad time.”

“Alright, then, let’s get this open. Stand aside, Twilight. If there’s one thing that I know how to do…” The Doctor whipped his front-right hoof forward, the sonic screwdriver snapping into place. “...it’s how to open doors.”


The crystal top of the sonic screwdriver glowed with a prism of colors as the brown stallion pointed it directly at the lock. But after a moment, the look of confidence on the Doctor’s face was replaced by a surprise that filled Twilight with dread for some reason.

“That… that can’t be right…” The Doctor flicked his hoof up, looking at the device a moment before trying again.


“That’s impossible!”

“What is it?”

“The doors…” The Doctor’s tone was astonished, something that made Twilight very worried as he looked up to the heavy stone doors. “They’re deadlock sealed!”

“I thought the sonic screwdriver could do almost anything.”

“With two exceptions: It doesn’t affect wood and it can’t open a deadlock,” the Time Pony explained, utterly baffled. "How can this door be deadlocked!?"

“Doctor… Twilight…” Oreo’s voice tried to cut between them as he kept an eye on the exhibition hall.

“Okay, hold on, let me try.” Twilight ignored him, her horn igniting as she turned to the door, thinking perhaps magic might work where the Doctor’s advanced science had failed.


The spell charged as she expected, but when she reached out her focus on the door and the lock, Twilight's magic was stopped dead. Her legs locked up and her eyes opened wide, pupils dilating as her mind suddenly brushed up against something hidden deep within.


*Sharp… gnashing… teeth*

*Cold… high… familiar laughter…*

*Devoid of joy… Empty… Hollow…*


“AGH!” Twilight's spell backfired, pain surging down her spine and through her entire body like a wave as lights exploded in her eyes. The sheer recoil caused her legs to give out as she was blown back.

“TWILIGHT!” The Doctor rushed to her side, setting his flank against hers to keep her from completely crashing over to the side and helping guide her down to a resting position. He was no expert in this universe’s laws of magic yet, but even he could guess that the fact her horn was smoldering and letting off a dark purple smoke was a bad thing. “Twilight! Are you alright? What happened? What was that?”

Twilight Sparkle fought back tears as she tried with all her might to open a single eye. Pain continued to sear her nerves, the violent magical surge wreaking havoc on her already strained body, and her mind reeled from her encounter with something she had once considered pure myth. A concept that she had read about only in the darkest of Pony Tales and the most fringe theory of ethics. Something so dark, so unknowable, that it had no name.

She gasped for a moment, struggling to think of any word that came remotely close to describing what she had felt.



Oreo’s shout tore the two ponies back to reality as both of them looked about, realizing the crowd of nobles and the guards that had been holding them had scattered out of the path of the gorgon that was moving closer. Now she was crashing into the walls and carving deep gouges into the floor as she wildly flailed, still held tight from behind by the orange farm pony who had long since lost her hat during the wild ride and was now holding on for all she was worth.

They had only a few seconds to take note of Marr’s powerful body recoiling from a strike against one wall, the stone melding like clay around her form and jumping back as her tail came slamming down on the floor atop the trio.

With no time to act, Twilight closed her eyes as the Doctor held her tightly. Oreo cringed, bringing up his forehooves to protect himself.




Then the darkness took her, as exhaustion won out over determination, and Twilight Sparkle slipped away into unconsciousness.


Marr’s tail came down like a hammer on an anvil as the gorgon recklessly did what she could to throw the cowpony off of her shoulders, carving a deep groove down into the area in front of the door as a dozen ponies rushed away, seeking some new shelter from the rampaging monster.

One thing that was abundantly clear was that, in her rage, Marr seemed to give no pause or thought to the decorations and trappings of the studio. Her tail swept off and crashed into tables, flipping them and their contents over to send bowls of punch, bottles of expensive wine, and large ice sculptures crashing onto the stone floor, adding yet another hazard to the ponies trying to escape her as many of them slid over the wet surface in their desperate attempts to flee.

Applejack knew she couldn't hold on much longer as the few guards left tried to regroup, breaking away from whatever tasks they had been assigned by the now out of commission Commander Kickback and moving to engage the creature with magic and on wing.

“No, you idiots!” Rainbow Dash tried to contain the situation, rushing into their way and hoping to cut off their assault from the air. “Stop! Don't attack her! You're just making her mad!”

Unfortunately, Rainbow’s cries fell on deaf ears as the armored ponies moved past her with enough force to make her spin slightly in the air. Building up momentum quickly in the enclosed space, they tightened into an attack formation, the unicorns on the ground taking stance with their horns flaring to life in a variety of colors while the pegasi engaged from above. Marr was hit by a combination of magical energy blasts and fly-by aerial tactics that Rainbow could remember reading about in Flight School.

But as the magical bolts impacted the gorgon’s snake-like stone body, they didn’t even scuff her scales. One stray bolt, however, was the final straw for Applejack as the tired rodeo champion took a blast intended for the back of Marr’s head, sending her flying off before Rainbow managed to catch her.

With nothing left to hold back her most potent weapon, the gorgon twisted around to face her attackers with renewed fervor.


Cries were silenced in an instant as Marr shifted around wildly, her hood open wide. Many of the panicked ponies had no time at all to see glimpses of the beautiful crystalline structure under her hood before the burst of light rendered them petrified. The guards’ attacks stopped, not out of fear or strategy, but simply due to an inability to move as pegasi in flight came crashing to the ground and unicorns in heavy armor tumbled over from their momentum. Some cracked, and others smashed into tables and other debris as they impacted the floor.

“GRAPHISSS!” the gorgon screamed, the distractions now suitably dealt with. Her tail tossed several of the statues aside to clear the way as she slithered about searching for her intended target.

As Rainbow and Applejack came to ground, standing among more than a dozen new statues, they watched Marr tear through the exhibition, many of the remaining ponies cowering in corners or breaking down in tears right on the floor. Several pegasi lay motionless on the floor, not petrified, but rather, asleep, as it seemed they had attempted to fly up and out of the large gaping hole left near the front of the doorway and then crashed down from exhaustion when they crossed the third floor’s threshold.

“Now what?” Rainbow panted, her wings aching and sore. “How do we beat something like that?”

Applejack shook her head, her ponytail torn free and her mane hanging loose down the back of her neck as sweat soaked her flank and brow. Every muscle in her body hurt from holding on and only sheer stubbornness held her upright as she asked herself aloud, “What would the Doctor do?”

"Talk her to death, probably."

"Heeey... There's an idea..."


“Wh…what just happened?” Oreo blinked, shocked, as all he saw was darkness and the burst of violet light faded from his eyes.

“Well, that was… strange. Better than time travel without a capsule, worse than a trans-mat beam. But still, all things considered… probably a better option than being crushed. Amazing thing, this magic. Teleportation Spell... I’ve seen her use it before. I didn’t know she could do groups. ‘Atta girl, Twilight. I’m not used to being saved so often. Wait, that’s a bit of a lie. Now…” The Doctor paused, shaking his head a bit, his eyes having some difficulty adjusting to the sudden darkness as the smell of paints and oil-based chemicals wafted to his nose. He could barely make out the limp form of Twilight, the purple unicorn clearly having gone over her limit and passed out. “She’s alright, don’t worry. The strain must have been too much for her. Not surprising; she’s been doing so much to help.”

“So, we’re not dead?” Oreo asked, having trouble keeping up with the Doctor’s mile-a-minute speech. “Where are we?”

“No. Being dead doesn’t usually feel this drafty… or this smelly…” The Doctor wrinkled his nose as he tried to gather any information to answer Oreo’s second question. “If I had to hazard a guess, I would say we were underground. ”The chestnut pony moved forward, feeling a wall at his side and setting his ear to it. “And close by. I can still hear the cries from the studio… above us.” The Doctor furrowed his brow. “Wait, above us? I didn’t know this place had a basement. Hmph! Some tour guide Graphis is. Must be some sort of storehouse for…”

The Doctor stopped talking as something wet dripped onto the back of his neck, sending a chill down his spine. He looked up, his eyes beginning to adjust as… No, it was something else… There was light coming from somewhere, a pale glow that began to seep into the darkness, growing slowly brighter.

“Wait, this is like that mine.” Oreo turned about, surprised. “Glowing light stones…”

“Phosphorescence,” the Doctor concluded. “Must be magical in nature. The burst of light from Twilight’s spell must have drowned it out momentarily. Maybe now we can find a way out and figure out what is going on outside the…” The Doctor paused for a moment as if something occurred to him, clopping a hoof down. “I forgot! Blast it, I’ve gotten thick! Next thing you know, I’ll be messing up simple interstellar probability algorithms and forgetting where I’ve put the TARDIS key!”

“What? What is it?” the Phrench pony asked, alarmed by the Doctor's sudden change in tone as he knelt down next to Twilight's prone form.

“We have a pony on the outside! I should have remembered we had-- Ah, here it is… Come on… There!” The Doctor gingerly managed to pull the small comm device from Twilight’s ear, a clip that looked on the outside almost like an earring, and with some difficulty managed to clip it to his own.

“There we go. Leonard, can you hear me? Press the red button and flip the blue switch under the speaker grille,” the Doctor instructed as the ambient light continued to increase, slowly but surely giving the two ponies a better look at their surroundings.

The Time Pony winced at a bit of feedback as the transmitter had its receiver signal restored, the artist pony’s voice on the other end in mid-sentence. “--ere have you been? Where’s Twilight!? What is going on in there!?” Leonard demanded, his tone frantic.

“Graphis broke Marr’s heart and now she’s taking it out on everypony in the studio,” the Doctor explained quickly. “We’re safe for now. Twilight managed to get us out of the way, but I think the strain of all the magic she’s been using made her pass out, she’s here with me now. What's happening out there? We tried the door but we couldn’t get out.”

“It’s chaos,” Leonard replied, breathing a sigh of relief at hearing about Twilight. “It looks like every guard in Roan is out here trying to break the doors down with no luck. Several pegasi have tried flying in through the roof, but something’s wrong. They’re all falling asleep before they can make it to the window. I’ve never seen anything like this before!”

“We’re seeing the same thing. Something is trying very hard to keep us contained…” the Doctor reasoned. “Something clever and powerful enough to deadlock the doors and block off any escape route, trapping the nobility in with Marr… But why?”

“Doctor…” Oreo’s voice was soft, but concerned.

“Political coup d'état? No, that’s unlikely; these ponies are the political elite, and Graphis was bragging that they would all be here,” the Doctor thought out loud. “To destroy Marr? Also doubtful. She’s more than able to handle herself. Besides, she could escape any time she wants; the stone walls are no barrier to her.”


“Wait… It’s stopping ponies from getting in as well as getting out… But we got in through the top windows, and that was before...” The Doctor’s eyes went wide. “We got in…”

“Of course... You're the ones who sent that foalish snake here. Such a bold plan… trying to expose her to the nobles. But it won’t work,” were the words Graphis had said up in his office.

Marr’s presence had been a complete surprise to him; a set-up. Something else had put that invitation in Marr’s lair, luring her to the exhibition. The Doctor had seen the guards still in place when Rainbow, Applejack, and himself had left the TARDIS, moving to save Twilight.

Something had waited until after they moved into the studio before it cut off all escape routes, boxing everypony inside with Marr… and had somehow known exactly how to defeat the sonic screwdriver and also prevent a magical exit.

The Doctor shuddered in a moment of frightful clarity. He had missed it… It had all been right there. All of the clues, right in front of him, and he missed it.

It was a trap.

A trap for them.

But… why just lock them in there? It didn’t make sense. If they could only calm Marr down, or even if she did manage to get her coils on Graphis, they weren’t going to stay in there forever. And they already had a means to unpetrify the ponies turned to stone. He was missing something.

Traps were meant for two things… To capture... or to destroy.

“DOCTOR!” Oreo snapped the Doctor’s attention back to reality. “Look!”

The Doctor followed the direction that Oreo pointed to, the light having now grown bright enough to make out the shapes and shadows of objects in the room. It was a storage room, that much was certain. Tables and large tubs of paint set to the side, enormous rolls of canvas and frames propped against the wall, and brushes set into large bowls and soaking in mineral spirits to clean them. But both of the Doctor’s hearts skipped a beat as he took notice of something else, piled into a corner and slightly away from all of the other materials.

Several dozen large burlap sacks sat innocuously in that corner, each one stamped with the symbol of House Denarius. A few along the top had been deliberately cut open, spilling out a coarse, black, grainy-looking powder.

“You have got to be kidding me.”

“Doctor… That’s… That’s…”

“I know…” The Doctor steeled himself as a whole new set of considerations and consequences ran through his mind, upping the stakes considerably. “…Blasting powder.”


“GRAPHISSS!” hissed Marr Bell, still angrily searching for the target of her ire.

That pony, Graphis Denarius, was hiding behind one table that had been flipped over, its appetizers and trays of drinks all spilled out on the floor. With his heart pounding wildly, he tried to figure out where everything had gone wrong.

This was that Doctor pony’s fault, surely! He had goaded Graphis into saying those things, knowing that the gorgon was sitting there. Of course she would turn feral! That monster may have played at being a pony, but in the end, without him to guide her, it was obvious that the situation would devolve to this. If that purple heifer of a mare hadn’t broken his charm, he could have soothed her and talked her down.

Everything that was happening here was because of their interference!

And Leonard! This whole situation stunk of that pseudo-unicorn's twisted genius. What was all this? Some new spell the half-breed had made, intent on punishing him? Some sort of ruthless peasant idea of justice? Locking the doors, how dare he!

When I get out of this, there will be a reckoning! Oh, yes... I will--

“What did you do!?” came a heavy shout from the last pony that Graphis wanted to hear from right at this moment.

“Padre! Keep down!”

“No! Right now, colt! I want to know exactly what you did!” Grand Denarius’ lip was curled back in anger as he looked to the grey Maestro.

“No, this wasn’t me! This was… It was that Leonard!” Graphis quickly spat out, his fear moving from the gorgon to the equally formidable stallion standing before him, feeling like a foal again under those scrutinizing eyes. “It’s obviously the precursor to some sort of revolt! The peasants have always--”

“THIS ISN’T A GAME, GRAPHIS!” Grand lost his temper, stomping violently on the stone floor as he showed his teeth and bore down on the younger Denarius. “And I am not a foal! Do you think I don’t see how familiar these statues are!?”

“Father, she’ll hear…”

She?” Grand’s tone grew even darker. “So you do know what this is!?”

Graphis cringed, feeling far more trapped by the Duke of Roan’s eyes than by the locked and apparently immovable backdoors.

“Everything I’ve ever done was for us…” Graphis whispered, his bluster and bravado broken down by the harsh glare coming from his sire. “For House Denarius… A mark on history… A...”



The table was swept away suddenly with a single motion from the tail of the beast that had all but devastated the studio. Their cover now gone, both unicorns could now see the crowd of lifeless statues littering the room, their mouths wide with terror though the screaming had long since been silenced.

There was only a moment to spare as the gorgon drew herself up, her tearful eyes locked on the Maestro, and opened her hood.

MOVE, COLT!” Grand shouted, a wedge of magical energy surging forward from his horn and impacting the smaller unicorn squarely to send him sliding back on his hooves.


Graphis couldn’t get to his hooves or turn his head fast enough to see the actual impact of magic, but as he stood now, its effect was obvious.

Where his father once stood, there was now a perfectly white, marble statue of the Duke of Roan.

“Padre… No…” Graphis was frozen in place, unable to tear himself away.

A moment of hesitation that proved far too long as Marr’s tail swept around with such speed and agility that most would never have believed could come from a creature of her size.

Before he could even grasp the situation, the grey-coated unicorn was pulled off the ground, wrapped from his forelegs down in the rough, knobby gorgon’s scales as her coils squeezed and ground against his clothes and fur. Before the shock of seeing his father’s current state could even wear off, he found himself eye to watery eye with perhaps the most dangerous creature in the history of Roan.

“It was all a lie, wasn’t it?” Marr uttered, her voice strained as her upper legs trembled. “From the very beginning.”

“Marr… You don’t understand, I needed to--”

“The griffins, the demands… All of it, a trick! I trusssted you… And all thisss time, you never even…”

“I was--” Graphis started, but was interrupted as the gorgon shook him violently, holding his weight aloft with ease.

“What was I to you!? A tool!? A pet?! Jussst a means to an end!? These were your ponies! Your own kind! And you made me…” The gorgon seethed angrily, murky tears streaming down her face, and brought Graphis back in front of her as she bore down on him.

“I didn’t ‘make’ you do anything. As I recall, you volunteered. Finding you...” he attempted to speak, trying to clear his head as his body ached all over. “…was a stroke of pure luck. But I should have known better, dealing with a monster… It was too good to last.”

Marr reeled back slightly, her anger replaced by cold certainty. She could feel through their contact that, finally, he was telling the truth.

“I suppose now I'm to join this little statue garden you’ve gone and set up… It’s just as well. It’s not as if I could stop you at this point.” The Maestro crossed his forelegs over one another. “Go ahead.”

Marr Bell’s lip rose up in a sneer as the slits of her eyes narrowed even further. “Monsssters… don’t put ponies to sssleep and turn them to ssstone, my love...” the gorgon hissed, her tone dangerously edged.

“What are you talking ab-- ANNGGHH!” Graphis’ aloof posturing ceased as the gorgon’s lower coils began to squeeze, constricting his legs and lower body painfully.

“They eat them…”


“Blasting powder!?” Leonard’s voice came over the Doctor’s earpiece, clearly expressing his confusion at this revelation as the Time Pony stepped out from under the drippy ceiling. “My blasting powder!? What is that doing there!? It’s supposed to be in safe storage at the quarry!”

“I don’t know.” The Doctor moved up towards the sacks. “But it doesn’t matter. What does matter is that it's here now.”

“...How much?” Leonard asked fearfully.

“Several sacks. I’d say ‘round about…” He reached out and lifted one sack with a hoof, feeling its heft. “...a hundred and forty kilograms' worth, give or take a few grains.”

“Astrolia help us… That’s everything that was left… Five times what was used in the test run at the quarry.” Leonard’s concern was apparent in his voice. “That much will easily obliterate the entire studio!”

“What does he say?” Oreo asked the Doctor, feeling quite left out of the conversation.

“Oh, just that this is his blasting powder, everything that the quarry had, and if it goes off, it’ll blow this place and everypony in it sky high,” the Doctor told the Phrench pony casually.

Really? Wow, powerful stuff he cooked up, here.” Oreo nodded, feeling as if nothing else that happened that day could surprise him anymore. “Don’t worry, this is probably the best place for it, as long as we don’t light a candle. Nice and cool and damp.”

“Damp? Did he say damp!?” Leonard all but shouted over the comm as the Doctor winced at the sound, just then noticing that one of his hooves was dipped in a shallow puddle of water.

“Yes. Quite damp, actually. That’s strange… I wonder what--”


“Why? What’s wrong?” the Doctor questioned, concerned at the artist's rise in volume and urgency.

“That powder was a new formula, to safely use in the mines where digger ponies could accidentally light a spark at any time! Fire isn’t the catalyst; water is!”

The Doctor’s eyes went wide as he took his dry hoof and dipped it into the sliced open sack, bringing it up and tasting it. He turned his head and spat it out as soon as it touched his tongue. “Sodium.”

“What’s sodium?” Oreo asked.

“It goes ‘boom’ when it gets wet.”

“Wet...? Um, Doctor…” Oreo was looking up as the implications ran through the Time Lord’s head at nearly the speed of light.

Not bothering to ask, the Doctor followed the Phrench pony’s eyes and took note of the cracks in the ceiling where drops of liquid were dripping through. The stallion then stuck out his tongue to catch one as it fell just within reach. “Punch… Watered-down punch.”

“We have to get everypony out of here, now!” shouted Oreo.

“How? We can’t get the doors open!” The Doctor looked around, his mind racing as he tried to find the way out. “We have to think of something else.”

No situation was ever hopeless... There was always a way out.

“Wait… I have an idea!” the voice in his ear exclaimed.


Broken chunks of ice sculptures and overturned bowls of punch lay pooling around the cracked and scarred floor of the exhibition hall, which had grown strangely quiet in the last few moments as dozens of new statues stood or lay about. Some were located in the place they had been formed, while others had been swept aside and knocked over.

And towards the back of the studio, the creature responsible held the esteemed Maestro in its coils as he cried out in pain.

“I told you how I made my food before you came along, didn’t I? Jussst get the right sssorts of ssstones, crush them down, and you can make crude diamonds…” Marr’s tone was harsh as she seemed to be putting no effort into her coils while Graphis pounded on her body frantically. “Tassstelessss and bland… Jussst... like... you.”

“AGHN! STOP! MARR! STOOPP!” the grey unicorn pleaded, his eyes full of tears as he gasped for breath, and well aware that any more pressure than he was already under would start crushing bones.

“Give me one… good… reason…” Marr drew her snout down and almost touched Graphis’ own while he grimaced in agony.

“Here's one... Y'all ain’t a monster, Marr Bell.”

The voice coming from her side was a familiar one, though she had only heard it shouting before. Turning away from the stallion in her grasp, Marr’s slitted pupils widened just a bit as she felt the presence of a small orange earth pony.

“The grabby pony… from the other night. What… Who are you?” Marr’s tongue flickered out of her mouth cautiously while her coils loosened just enough to allow Graphis to gasp for breath. “How do you know my name?”

“Mah name is Applejack, and Ah’m a friend a' Twilight Sparkle 'n the Doctor,” Applejack said plainly.

“And... what? You’re here for another ride? What was it you sssaid…?” Marr sounded a bit sarcastic as she brought her hoof up to her cheek for a moment, trying to remember from before. “'Yee-haw! Ride 'em, cowpony! Y'all jussst try ta buck me off, missster!'”

The gorgon repeated the line that Applejack had whooped and hollered about two nights previous, holding on for dear life in Leonard’s studio and riding a high she was more than familiar with in her work herding and working the rodeos of Ponyville. But the farm pony was neither fazed nor surprised.

“Yeah… that was me,” she admitted bluntly. “But right now... Ah’m jus' here ta say mah bit and ask y'all one question.”

“Oh? And what’sss that?” Marr crossed her forelegs, her expression one of doubt and skepticism.

“Is this really whatcha want?”

“What?” Marr was stunned by the question, drawing back a bit as those four simple words sank in.

“Y'all ‘re angry. Ah understand, Ah’ve been there… Ya loved ‘im an' he done broke yer heart,” Applejack continued. “But look around… Do ya honestly think all this'll make ya feel any better?”

Marr drew back further, looking about at what Applejack spoke of… statues standing and laying all about… scars torn into the walls and floor... the whole place littered with furniture and debris from overturned tables and art pieces that had been thrown off the wall during her rampage.

As her eyes fell over the remaining ponies that had escaped the fate of their immobile compatriots, their reaction was clear; cringing back in terror, one all but bursting into tears as she turned their way, scared beyond reason.

The green of Marr’s eyes narrowed and her irises widened, an expression of horror growing on her own face as she surveyed the damage.

“None a' this is gonna help, Marr.”

“Yeah…” a second voice spoke up, one that shocked the gorgan as she turned around to see the rainbow-maned pegasus hold position almost level with her. “And speaking as one who’s already been there, the whole stone thing? Not really all that bad. Coulda been a lot worse, is what I'm saying. But this…”

Rainbow Dash fluttered around and motioned to Graphis, who was still struggling against Marr’s coils.

“He’s an arrogant jerk, yeahAnd he lied to you and used you, yeahAnd he probably deserves everything you wanna do to him and worse…”

“Rainbow!” Applejack scolded from below.

“…but he’s not worth it.” Rainbow shook her head. “Look, you got a raw deal. No doubt about that. But crushing him down into a teeny tiny pile of mushy goo won’t help anything.”

Marr looked to Graphis, who had stopped struggling long enough to look up, vigorously nodding in agreement with the pegasus even as his heart continued to hammer away.

Looking back up, Marr realized that the rainbow-maned mare had moved up closer, now within easy striking distance, but she she wasn't afraid in the slightest. There was no doubt in Marr’s mind as she looked on in amazement: this was the same pony she had put to sleep the day before when she had tried to visit Graphis in his office.

“I forgive you,” Rainbow said plainly, offering a hoof. “We cool?”

Marr, in spite of being so much larger than this lean mare, drew back fearfully, the corners of her mouth trembling as her heart sunk in regret.

“Y'all ain’t a monster, Marr Bell.”

She turned back towards Applejack with a fresh batch of tears forming in her eyes.

“There’s yer reason. Hope it’s good ‘nuff.”

Slowly, Marr lowered her coils, unwrapping them from around Graphis and setting the stallion to the floor where he promptly fell over. “I… I never wanted to…” Marr gasped for a moment, eyes locked on her forehooves as if they were stained red with blood. “I didn’t mean to… I…”



The gorgon and the ponies all snapped to attention as a part of the studio's wall suddenly exploded inward, rubble flying everywhere, accompanied by a strange, lyrical sound. Every eye in the room that was not turned to stone could now see a large blue box sliding across the ground and skidding to a halt with a slight tilt, before stopping on a dime and standing up straight.

“WHOA!” Rainbow nearly fell out of the air while everypony else watched on in shock, as the doors of the box opened inwards.



Emerging from the blue box, hefted up by a pale yellow magical aura, the ball and pole device that Applejack and Rainbow recognized immediately was levitated out and planted firmly in the center of the room, followed quickly by the blonde inventor, who ran up behind the device and turned about as he reared back his hind legs and bucked hard against it.



The resulting burst of light was blinding in intensity and dazzling in color, causing Marr to shield her face with one foreleg, her coils reflexively drawing around her in a defensive position.

What was this? Some sort of weapon? Had she been foolish to drop her guard?

As the light faded, Marr twisted back around, taking in the scene for a moment before her jaw dropped in mute awe.

Dozens of ponies were pulling themselves up, many looking quite disoriented, confused, and a few of them appearing injured, but very much awake and alive as the blonde pony nodded satisfactorily. And not only where the nobles restored, but so were those now falling off of the pedestals lining the room, either wrapped in finery or in an embarrassing lack of dress. For a few seconds, there was a simple stunned shock as if the whole city had taken a collective breath.

“Leonard!?” Rainbow dropped to the floor and ran over to the stallion. “How did you--”

“Horizontal inertia manipulator,” Leonard answered shortly, drawing a confused glance from the pegasus mare before looking around at the crowd of confused ponies with a sense of urgency. “Everypony out, now! RUN FOR YOUR LIVES!”

The shout brought the assembled ponies to their senses, it seemed, as guests and captives alike, petrified both figuratively and literally just moments earlier, rushed suddenly for the enormous hole opened up by the strange blue box. In their flight, they neither questioned nor cared about the circumstances that had given them this opportunity.

“Whoa! Hold it, Leo!” Applejack shouted over the cries of panic as the crowd rushed for safety. She threw her hoof at the gorgon, who had settled back on her coiled tail with a look of hopelessness having come over her face. “It’s okay! Marr’s fine! The crisis is over!”

“No, it isn’t! This place is about to be blown to pieces!” Leonard informed her, pushing past the farm pony before she could ask him to elaborate, and moving to the one stallion that had, until a short time ago, been one of the most intimidating obstacles in his life.

“Padre!” Graphis set his shoulder against the flank of the Duke, attempting to steady the elder pony as he wobbled on uncertain legs. “Come on, we have to get out of-- UMPH!”

Graphis shuddered, his own body still having hardly recovered from the "squeeze" Marr had inflicted, when Leonard planted a forehoof firmly on the noblepony’s chest and caught his eye.

“Where’s the door to the cellar!?” Leonard demanded, his usual withdrawn and gentle nature taking a backseat to urgent outrage.

“What? Why would--”


Graphis drew back at the artist pony’s urgency, having long since realized that he had lost all control over the situation.

“O-over there…” The noble gestured a hoof to one side. Leonard then rushed off without another word and allowed Graphis to limp away with his still-disoriented father pressing against his side for support. For one brief moment, Graphis looked back to Marr Bell, the creature that had been both the secret to his success and very likely the death knell of his artistic career.

She did not bother to look back, simply sitting coiled with her head bowed sadly as the youngest foal of the Denarius Family worked to pull his father away.


Ponies of all types, noble, Guard, and a few undressed commoners, rushed from the hole in the wall of the Studio de Eterna Magnificenza as events reached their fevered pitch inside. Guards that had been trying to break down the doors rushed to aid as some tripped and were nearly stampeded, while those with wings took flight and immediately made for the nearest safe haven.

But in spite of the chaos, and unnoticed by any of the ponies currently mired in it, a single, fancily designed covered carriage moved down the street and towards the scene, coming to a sudden stop as the situation came into view.

Quietly, the door to the carriage opened, and a single black hoof, clad in a sparkling silver cuff, stepped out.


“TWILIGHT!” Leonard rushed to where Graphis had pointed, his horn glowing with a yellow aura as he grasped a large throw rug with magic and flung it away unceremoniously to reveal a heavy stone trapdoor with a metal ring run through one side.

Hefting again with magic, the stallion strained for a moment before the door was flung up and back on its hinges with a crack, allowing the scent of paints and canvas to escape.


“We’re alright! Although we won’t be if we stay for much longer!” the Doctor’s voice was heard a moment before the brown stallion found the stone steps and moved up them at a quickened pace, followed by Oreo, who had managed to pull the purple unicorn up onto his back.

“Is she alright!?” was the first question, asked simultaneously by Leonard, Rainbow, and Applejack, as the Doctor looked around to see the last few ponies rushing out the opening and into the city night.

“She will be, but only if we go now! Everypony, into the TARDIS!” the Doctor ordered quickly. “Those sacks could reach critical saturation any second! Go!”

Applejack and Rainbow looked to one another for a few seconds, but seemed to think questioning this was a moot point before both making for the still-open door of the time machine. Leonard and Oreo moved a bit slower, sharing the load as Twilight remained unconscious and the Doctor followed up behind them.

“Leonard! The Pris-sphere--”

Lewie.” The inventor nodded as Oreo pulled himself and Twilight into the TARDIS' doors.

The Doctor was momentarily thrown off, despite the gravity of the situation, as Leonard’s horn glowed, the tall device lifting and then turning on its side before smoothly floating through the open doors of the TARDIS. An action that would have looked quite impossible from an observer on the outside.

“Lewie? Really? When did we agree on that?”

“Doesn’t matter what you call it, right?”

“...I suppose not.”

As the artist pony stepped past the threshold again, he turned back and nodded to the Doctor. “Alright, that’s everypony! Let’s go!”

“Not everypony…” The Doctor shook his head, flicking his hoof up.




“Doctor!?” Leonard stepped back as the TARDIS door suddenly slammed in his face.

“What’s he doing!?” Rainbow asked, moving up next to him.

“I don’t know!” The stallion threw his shoulder into the doors, attempting to dislodge them, but they were well and truly locked.


Marr Bell remained coiled where Applejack and Rainbow Dash had left her, her head hung low as the frantic shouts and pounding hooves faded away in the distance.

She hadn’t looked up since the strange box had come crashing through the wall, wrapped up as she was in her own thoughts and memories of all she had done. For years she had been living in a daily lie, hanging on the every word of a pony she was foalish enough to fall in love with.

Where had it all gone wrong? Was it when she believed him? When she didn’t question his explanations even though they made no sense to her?

Was it when she stopped seeing ponies in the street as living beings, and merely as casualties necessary of her work?

This realization pained her the most. It didn't matter if she thought she was doing the right thing; somewhere along the line, she had convinced herself that it didn’t matter who these ponies were, whose lives she was stealing to meet some enigmatic quota based on a few random drawings. How could she have even once believed anything was worth more than the life of an innocent pony?

To put such a value on something so precious... and deaden herself to the consequences...

Only a monster in the truest sense of the word would be capable of something like that.


There would be no hiding now, she knew that much… These ponies would know what she had done. And they would come after her… just as the griffins had come down on her colony so long ago.

She couldn’t run; her quarry was the only safe place she knew, and no matter where she went, the ponies wouldn't rest until they were sure she would never hurt them again. She'd might as well just wait here… and hope that it was quick.

Maybe, just maybe… it wouldn’t be so bad on the other side.

“Marr…” The tone was soft, sad, and right beside her. A voice that shook her from her thoughts as she brought her head around to look to the brown stallion sitting back on his haunches next to her. “You have to leave.”

“I can’t…” the gorgon replied softly, finally emptied of tears in her depression. “There’s nowhere for me to go.”

“There’s always somewhere,” the Doctor told her, his tone calm and steady. “Someplace better… Someplace you can be happy.”

“...Happy?” Marr Bell would have laughed if the thought wasn’t so crushing. “I can barely remember what it felt like to be happy… A dream that’sss long sssince faded away… In a world where you’re sssupposed to be ssso dangerousss... Where everything fears you for what you are, if they even know you exissst at all… Do you have any idea what that feels like?

The Doctor was quiet before he responded patiently. “...Yes, I do.”

Marr was silent for a moment, feeling the twin heartbeats thrumming through the stallion’s hooves and into the stone beneath her. Despite the alien sensation, there was no doubt to her that he spoke the truth. “You can’t help me... Nopony can.”

“That's not true,” the stallion said resolutely, a sad urgency to his voice and eyes as he reached one hoof over and patted along the side of the gorgon’s serpentine form. “I’m the Doctor. I help everyone. And I won’t leave you now--”

“HISSSSSSSS!” Marr twisted, hissing angrily as her hood flared open in a deliberate and transparent attempt to startle the pony.

The stallion kept his ground, not even flinching.

“Do not ask me to stand by and watch the completion of a genocide, Marr Bell… because I can’t… I won't.” The Hourglass Stallion’s tone pitched higher, to a stronger force akin to the declaration of a universal absolute. “Whatever it takes to put things right, to make life worth living... I swear to you that I’ll do it.”

Marr Bell looked to the pony as her hood flattened down along the back of her neck. The pupils of her eyes were perfectly round circles now, taking him in fully, and she felt a curious sensation... as if it was him that was towering over her with his presence, and not the other way around.

“...Why do you care…?”

“Because…” The stallion’s tone dropped. “...there was a time when I was where you are now; everything I cared about gone, all hope lost... I had given up... and someone special risked everything to save me.” A single tear rolled down the Time Lord’s cheek as a cascade of memories threatened to crash into him again. “Now it’s your turn. Let me save you,” he pleaded, reaching out his hoof in offering.

Marr focused intently on him, new tears starting to form even as she thought she had no more left to give. With a trembling foreleg, she slowly reached out towards the pony who would risk everything just to keep her safe.

Then, she felt something powerful… unrelenting... rushing through the stone as a crackling force seemed to ignite out of nowhere. It sent ripples of energy reverberating up her stone body and caused her to falter as she felt it growing into something horrific.

With only a moment to react, the gorgon dove forward.




Ponies for miles around pulled themselves to the ground in fear, some rushing for shelter as they heard what surely must have been the heavens themselves opening up. Those closest to the spectacle were all but thrown off their hooves by the shock-wave, with fear rendering them unable to watch the sheer explosive power of the blast that split the stone walls of the Studio de Eterna Magnificenza apart and sent pieces of the building flying into the air.

Graphis Denarius, having already pulled his delirious father from the scene where they were reunited with his two attendants, winced in pain as the two smaller ponies assessed their lord's well-being. All around them, pegasi and unicorns of the Guard were doing all they could to either intercept the falling debris, or ward away anypony unfortunate enough to be in its path before it came back down to the ground.

It was a tense few moments. Those who were not fleeing for their lives watched in mute awe as the ensuing fireball and column of hot smoke rose from the ruins of the studio like a phoenix taking flight.

Then, as the minutes passed, the smoke and debris settled, leaflets of paper fluttering to the ground as far as the eye could see. His face painted with disbelief, Graphis soberly realized that little more remained of his once-magnificent studio than a few blackened walls and a pile of dirty rubble.

The scene around him was beyond disastrous; many of the most influential ponies in Roan either overcome with fright and shock to the point of tears, or demanding an explanation from the guards that were trying feebly to keep order. His own allies, Castagno the Critique and the unicorn Guard Commander Kickback, were incapacitated it seemed, one apparently a victim of the gorgon’s petrification while another was unconscious from an injury unknown to Maestro Denarius.

And perhaps most horrifying to Graphis himself, several of his ‘conversational pieces’ were milling about, either in the fur or dressed for their parts, completely and utterly dazed and confused as the Guard tried to sort their matters out and attend to their patron houses, themselves unsure what had transpired.

Then his heart took a leap.

Nopony really understood what had happened… He could salvage this… he knew he could.

There was no sign of the gorgon, or DiHoovsie, or any of his mysterious conspirators.

Yes, things had been quite chaotic, but he was certain he had not seen them leave… and surely no living creature could have survived being inside the studio when it went up. He didn’t understand how exactly that had happened, but there was always some explanation he could come up with; some way he could turn this around. After all, those nobles that had not been frozen in stone had seen the creature attempt to crush him. He was the victim here, surely they would all see that.

If he played this right, he might even be able to come out of this looking like a hero. He just had to--


Graphis’ ears perked up as he turned to the pile of debris, noticing the shifting of stone being pushed upwards, and his heart went from a leap to a dead drop into the icy pit of his stomach.




Ponies all around gasped in shock as a slab of stone was hefted and tossed away with some difficulty. The grey form of an enormous, pony-headed serpent rose from the debris, straining mightily as she pulled herself out.

Her scales now scarred and pitted with large cracks running up and down the length of her body, even the most imperceptive of observers would have been able to tell she was clearly hurt. Her forelegs trembled as she pushed herself up and onto the pile of debris, her tail wrapped around itself awkwardly as the rest of her body slowly followed, dragging up a wrapped knot of an area around her midsection. Then followed the rest of her tail, which hoisted up something large and blue that she clearly was having trouble with.

Crying out in pain and fatigue, the gorgon brought the blue box to the top of the pile. Completely unscathed despite the fact that it appeared to be made of wood, it stood proudly upright, the windows on the sides and the lamp affixed to the top glowing brightly.

Then, untwisting herself, the creature revealed what she had been protecting in her coils: a brown pony with a dark, spiky mane. The stallion rolled out onto the pile of rubble, gasping for breath, before the gorgon itself could give no more, and dropped limply to the ground with a defeated groan.

There was a moment of silence, broken only by the gasping of breath from the monster and the brown stallion pushing himself to his hooves, before shakily waving a hoof towards the upright wooden object.



The door to the blue box opened, and while revealing very little of its inside, several ponies pushed out, nearly falling over one another as they came into view. The foremost of them was the tan-coated artist in his red beret.

His eyes wide in horror, Graphis gritted his teeth angrily, refusing to allow his one shot at salvation to slip through his hooves. “GUARDS! SPEARS AND CROSSBOWS READY! PUT THAT THING DOWN, NOW!” he shouted at the top of his lungs, directing a hoof towards the exhausted gorgon as she lay atop the rubble.

Uncertain, several guards started to pull themselves up as the nobility of the city bore witness to the event unfolding before them. Then, everything became still as the small blonde unicorn rushed out in front of the monster.

“Over my dead body.” Leonard stood his ground, giving the armored guards pause.

“And mine!” Applejack was at his side in an instant.

“You’re not touching her!” Rainbow took to the air above them, rearing back aggressively as a dappled black and white stallion moved to Leonard’s left, saying nothing as he too joined in the defiant standoff.

“YOU! THIS! ALL OF THIS IS YOUR FAULT! GUARDS, SEIZE THEM! THEY ARE IN LEAGUE WITH THE MONSTER!” Graphis raged, stomping his hoof while small droplets of spittle could be seen flying from his mouth. As he panted, looking about, the armored pegasus and unicorn guards watched him, uncertain. “I GAVE YOU AN ORDER! YOU WILL OBEY IT!”

“It's over, Graphis! The lies stop here!” the Doctor rebutted, bringing the Maestro’s attention back in front of him as the brown stallion pulled himself up. It took him only a second to shake off his daze, and he then took a few determined steps up to the enraged Maestro. “I promised that I would bring this place down around your ears for what you did to them. Perhaps that turned out a bit literally than I intended, but you need to consider that when I say you need to stand down. For your own sake, stop while you can… before I bring the rest of your world crumbling down with a single sentence.”

More than the audacity of this Doctor’s claim, it was the calm nature in which the ultimatum was given that set on Graphis Denarius’ already frayed nerves. He was torn away from any semblance of restraint as he rushed forward, raving at the top of his lungs.

“YOU STUPID GROUND-POUNDING PEASANT! I AM GRAPHIS DENARIUS! With my father’s injuries at the hooves of that… that… monster, that makes me DUKE OF ROAN! THE GUARD! THE ACADEMIA! THIS CITY! THEY BELONG TO ME! This city was floundering in debt, in absolute economic shambles before I brought it back from the brink! I PUT ROAN BACK ON THE MAP! ME!”

“And all it cost was the lives of your citizens,” the Doctor replied calmly, holding the grey pony’s eyes. “How many innocents have suffered through what some of these ponies felt for just a few moments tonight!? How many are still frozen in stone so that you could claim mastery over what is not yours!? How many, Graphis!?”

“So what if I cut a few corners to make a profit!? Do you think that ANYPONY who matters CARES if a few worthless, dirty, common ponies disappear!? I WALK AMONG THE ELITE! YOUR BETTERS! AND ALL OF THESE PONIES KNOW IT! DO YOU THINK THEY CARE HOW IT’S DONE AS LONG AS IT IS DONE!? DO YOU THINK, FOR ONE MOMENT, THAT THERE IS ANYTHING YOU CAN POSSIBLY SAY TO CHANGE THAT!?” Graphis raved, gesturing around wildly. “WHO DO YOU THINK YOU ARE!?”

The Time Pony waited for a pause as he watched Graphis with a mixture of pity and disgust plain on his face.

“I’m the Doctor.” The stallion took a step back, looking slightly behind Graphis for a moment as the noblepony glared holes into him. “And I have only one thing left to say tonight.”

Much to Graphis’ shock, the brown pony suddenly fell to his knees, his forelegs spread out in a kneeling fashion as he bowed in a gesture of submission.

“...Good evening, Lady Astrolia.”

Graphis’ hot-blooded fury instantly turned to ice in his veins. With his eyes so wide they nearly popped out of his skull, he took his gaze off the Doctor for the first time since he had started talking, and looked to his sides.

Guards, nobles, and peasants alike, from the haughtiest of the upper-crust to the lowest and most humble of the commonfolk, had all quietly fallen into similar bows. While still positioned before Marr, Leonard and his conspirators seemed to be standing in complete and utter awe of something Graphis had so far been ignorant of.

His eye twitching slightly, Graphis twisted about on the spot and nearly fell back over himself at the sight.

Standing directly behind him, her fathomless purple mane flowing with the light and beauty of a starry night sky, stood a black-coated mare of unearthly beauty and poise that easily towered over the unicorn. Her crest was topped with a gleaming silver tiara that fit down along her head and held a sparkling diamond at the bridge of her snout, with a hole allowing her large ebony black horn to show. A shining silver chest piece was draped over her front, emblazoned with the relief of a crescent moon holding a fiery sun, completing a full circle inside of a seven pointed star. Silver cuffs fastened around her hooves, ending in points almost at her knees, while an elegant silver cape ran down between her folded wings, fluttering in a breeze that was not there.

And, almost as if it had been staged, the bright white disk of the full moon hung in the sky behind her, shining down like a spotlight and making her seem all the more imposing by contrast.

But the most striking feature of the dark alicorn mare at that moment... was the barely contained anger apparent on her face.

“So…” she started, speaking in a dark, gentle voice layered in centuries of wisdom and which spoke of boundless patience. Patience that had apparently run out. “I leave Roan, my most stable city and home, in capable hooves, certain that things will be handled appropriately in my absence while I attend to the needs of my subjects abroad. Surely, I thought, if any matters that need my attention should arise, I would be notified.”

“M-Milady, I… I can explain!” Graphis stuttered frantically, trembling not in anger, but in pure fear.


Lightning crashed overhead despite there being no clouds to produce it, the sheer force of the Night Empress’ voice almost enough to barrel the unicorn over as his mane was thrown back. His purple beret was suddenly wrested from its place for the first time that the Doctor had ever seen, and sent flying towards the rubble of the former studio.

“So your father sends letters, informing me of a terrible predicament befalling the ponies under his care. That it keeps him awake at night, and that nothing he has done has managed to discover the cause. When I was begged to return in order to set this horrible thing right… I was concerned,” Astrolia continued as she started to pace about, sparing a glance at the kneeling and kowtowing ponies. “However, I trusted that this matter would be resolved quickly on its own, as the ponies of Roan were surely the brightest and bravest amongst all of my cities.”

The alicorn turned again, glaring at several of the gathered guards with her stern purple eyes, none of whom dared to raise their heads.

“It was… like watching a foal attempting a task for the first time,” she went on. “They must succeed on their own, or they will never learn… So, I kept my distance, watching, wondering what might be taking so long. Wondering why I was still receiving summons to come and sort things out. Wondering why my agents in the city reported that the situation was not getting better, but was in fact, growing worse. That ponies were so afraid they were unable to speak of their problems. That the Guard ignored the needs of the citizens and the Noble Houses dismissed the constant claims of disappearances.”

“She knew?” Rainbow Dash whispered.

“Dash… Shush,” Applejack hushed her friend.

“And so I was concerned. But does anypony other than the Duke ask for my aid...? No…? How very odd. Do any of the other eleven cities hear of their ally’s needs and send ponies to investigate...? No…? Why, one might start to think that perhaps there are those who don’t wish me to be informed of the situation.” The alicorn’s tone grew all the more agitated as she spoke. “Does the Critique, my own academic elite, sworn to serve the best interests of Roan, bother to put their educated minds to the task of unraveling the mystery, studying the attacks, realizing in their study what was behind it...? Why, no! They are far too busy playing merchant kings!

Another fork of lightning again crossed the sky, the heavens themselves mirroring the anger of the alicorn as she glared at the guards and nobles and academics gathered, who cowered as the ground rumbled at their hooves.

“In all of my years as your Empress, I have never been so disappointed-- Nay... disgusted by my own nobility! In a single decade of my absence, with the exception of Grand Denarius, you have all completely lost touch with your purpose!” Astrolia shook her head, clearly seething as she scolded these powerful nobleponies like so many ungrateful children. “So, in the end, who stands for the ponies you are sworn to protect? Who takes it upon themselves to do the duties you have so callously neglected!? Who, dare I ask, finally brought these events to light!?”

He did,” a steady voice rang out, bringing the alicorn’s attention spinning around to the chestnut brown stallion who his hoof directed to one side...

...directly at the blonde unicorn who could only stand in shock as the alicorn’s bright purple eyes then fell over him.

You defeated this monster?” Astrolia asked plainly, looking to Leonard, who found himself suddenly the center of attention.

“Monster?” Leonard turned to look over his shoulder, noting how the gorgon cringed slightly, clearly as intimidated as he was by the demigoddess standing before them. The artist stallion turned back to face her, swallowing hard. “No… she is no monster, Milady. She is as much the victim here as anypony.” Leonard arched his back and stood tall, a confidence not his own pushing him forward. “There is only one monster here tonight, Milady… and he is standing right in front of you.”

The dark-coated alicorn followed Leonard’s eyes, before resting on a completely disheveled-looking Graphis Denarius.

“What? I… N-no, I was…” the unicorn blubbered like a foal as Astrolia’s piercing eyes narrowed on him, and it seemed as though the light of the moon behind her grew all the more searing and intense. “M-my father was… I mean… it was s-something we were b-both concerned about, and…” Graphis’ voice trailed off.

“Sentries, to me.” Astrolia ordered, three words that immediately derailed Graphis’ already tenuous train of thought.

The Maestro looked around wildly for some inspiration of any sort, anything to reinforce his non-existant defense... when his eyes caught hold of another pony standing tall and staring at him harshly. The unicorn cringed visibly, almost more pained by the disappointed glare of those eyes than he was by those of the godlike Lady of the Night.

And as Duke Grand Denarius turned his back on his son, unable to watch any longer, Graphis felt his voice fail him completely. Just then, two armored stallions, each wearing encompassing bronze plate armor stamped with insignias of two different Noble Houses and with manes dyed in a multicolored pattern much like Rainbow Dash’s, moved to Astrolia’s side, immediately standing at attention.

“As of this moment…” Astrolia fought to keep her tone civil in spite of her obvious outrage. “...I am placing this entire city under investigation. My Rainbow and Starlight Sentries will be summoned here immediately and all of the Roan Guard are hereby relieved of duty. Any member of the nobility, Guard, or Critique that desires the chance to redeem themselves will cooperate and be completely forthcoming as to the events that took place during my absence.”

There was not even a hint of disagreement or malcontent at this declaration, as the Night Empress’ eyes scanned over the gathered herd.

“Any who fail to do so will answer to me… personally,” she finished, the threat hanging in the air with the weight of any death sentence. “Sentries, seize him.”

“Wow… Talk about supreme executive power,” the Doctor uttered as the two rainbow-maned guards moved to either side of the grey unicorn and pressed their shoulders into his, forcing him to walk along with him as they moved the disgraced Denarius away.

“Doctor…” The alicorn nodded to him pleasantly after walking up to meet him, her tone immediately sending up a red flag to the brown stallion.

“Oh, I’m sorry, Your Majesty. Have we met?”

The dark alicorn looked the Hourglass Stallion up and down for a moment as her stern glare gave away to a knowing smile. “Not yet, apparently,” she replied cryptically. “But I do ask that you remain until morning while I untangle this... ungainly situation. I wish to speak with you before you leave.”

“I get the feeling this is not a suggestion,” the Doctor noted, his inflection making it no secret that he did not care for the sense of authority that was inherent in the Lady Astrolia’s tone. “By the way, who said I was going to be leaving?”

“You are the Doctor, are you not?”

Astrolia smiled a bit more broadly, not elaborating any further before she turned away and started taking charge of the situation as the Doctor watched on, both curious and incensed at the unbidden familiarity the alicorn had shown him.

Meanwhile, Graphis and his detainers paused as they passed by Leonard, who still stood between them and Marr Bell with his friends at his side. His face carrying a grim pallor, and his eyes dull and empty, it took a supreme effort for the former Maestro to raise his head in Leonard's direction. And yet, even still, he just couldn't bring himself to look the blonde artist in the eye.

“...I just wanted to be remembered…”

With another forceful nudge, the two Rainbow Sentries quietly encouraged the unicorn to keep walking.

As Leonard, Rainbow, Oreo, and Applejack watched the grey noblepony be led away, there was no sense of victory or pride in the event; just a sad concern that was set aside as they turned to tend to the injured gorgon while the Doctor ran over the implications of his meeting with Astrolia in his mind.

“No, no, no… Bad idea. I promised myself I would never get wrapped up with royalty again after that thing with Liz the First,” he berated himself, not caring for how out of his depth he felt as he looked to the ground.

Then he paused, as something caught his eye.

Laying nearby, a flat white envelope lay on the ground, a simple folded rectangle that would have been completely unremarkable except for two things: First, it had a wax seal on it… a seal that bore the mark of an hourglass, much like the one that now stood out on his flank. Secondly, it was a flat, rectangular envelope; an innovation that required dexterity and fine manipulation to open in a land where scrolls and easily unrolled parchments were the norm for a hooved population.

Intrigued, the Doctor reached down and picked up the envelope in his teeth, moving to the side to set it into the satchel still tied at his flank. The current situation called for him to wait until morning to satisfy his curiosity.

Ruins of the Studio de Eterna Magnificenza
The Pony City-state of Roan
28th of Summer, 1491 A.R., Dawn

It had been some hours since the explosion that rocked the city of Roan, and the first light of day brought on a renewed hope veiled by an overcast of hazy clouds. Already, the news was spreading across every district.

Lady Astrolia was back, and a terrible monster had been captured, ending the reign of terror that had gripped the lower class ponies as dozens of the Lost had been released from their stone captivity in the quarry lair of the creature. They now returned home to their families, giving hope to others that had long since given up on seeing their loved ones ever again.

Already, word had gone out that all statues in the Twelve Cities, in any and every collection, which bore the Denarius seal were to be turned over to the Starlight Sentries for immediate inspection to determine if they were, in fact, petrified citizens of Roan.

In the Royal District, the cleanup had been slow as the Night Empress continued her work; organizing relief, learning what she could of Graphis' dastardly plot, and tending to the needs of the city as more of her loyal Sentries arrived by the hour to assist in her attempts to bring order to the situation.

And all but forgotten in the scramble to find out the circumstances of this dire chain of events, was the blue box sitting atop the rubble of the studio, its occupants busying themselves with another important task.

“Hisssss...” Marr bucked a bit as she felt a warm paste being slathered along her side. She couldn't help but wince while Twilight’s trowel scraped against the sensitive scarring.

“Sorry, sorry… You okay, Marr?” the purple unicorn asked as she pulled back.

“Fine… fine… it jusssst stings.” The gorgon tried to keep the displeasure out of her voice.

“So, what did he call this stuff?” Rainbow put to Leonard, dipping her hoof into the pasty concoction that the four of them had been mixing up and putting over the gorgon’s wounds before the Doctor had gone off to speak with Lady Astrolia.

“He called it ‘concrete.’ I don’t know where he learned to make such medicine, but it seems to be working,” Leonard answered, looking over to where the Hourglass Stallion, now standing once again in his newly repaired vest, spoke in private with the ruler of the Twelve Pony City-states. “What do you think they are talking about?”

“No clue.” Twilight shook her head, moving up beside Leonard as Rainbow went back to join Applejack and spread more of the salve-like paste along the gorgon’s injuries. “I’m sure they’ll figure it out. At this point, I’m just glad we haven’t all been thrown in a stockade or a dungeon or something.”

“It’s almost as if... she knows him, somehow.”

“Yeah, he says that kind of thing annoys him. What with him being a time traveler, it means that he might do something in his future that involves her past. It gets complicated when things happen out of order for him.”

“I can’t wait.” Leonard smirked slightly.

“For what?” Twilight asked, turning her head.

“To see what happens.” Leonard nodded, looking to Twilight with a grin. “I mean, if this is a regular day for you, I can’t wait to see what happens next!”

Much to the blonde unicorn’s shock, Twilight Sparkle did not return his grin. “Leo… No…”

“W-what?” The artist drew back a bit, his smile fading at the concern in her voice. “But… I thought…”

“I know, and… I wish that...” Twilight took a breath, obviously pained as she looked into his eyes. “You have to stay.”

“But… But, how can I?” Leonard looked over towards Marr, Rainbow Dash, and Applejack a moment before bringing his attention back to Twilight. “After all this, how can I just go back to… No, I can't. I won't!”

“Leonard DiHoovsie…” Twilight met his eyes again, this time with tears welling up in her own. “Brilliant… amazing… bold Leo… Remember what I said back in your workshop?”

Leonard took a step back, his mind racing over the whirlwind of events from the past few days. “You said… I was going to change this world… for the better.”

“Of course, I want you to come, Leo.” Twilight looked away, closing her eyes. “But you can’t… Just like I want to stay.” She opened her eyes, looking back to her two friends, who were trying unsuccessfully to lift Marr’s spirits, the gorgon still quite morose, given her situation. “But it was never meant to be.”

Leonard huffed, trying to compose himself as the unicorn mare and stallion shared an awkward silence. “Seize the moment… but be prepared to let it go when it passes.” Leonard shook his head.


“Something the Doctor said.”

“Oh, I hate it when he does that.” Twilight smirked with a hollow laugh as she looked to the amazing artist.

“...Will I ever see you again?” he asked.

“I don’t know.” Twilight admitted truthfully. “I want to say yes… but, I just… don’t know.”

There was quiet between them for a moment longer before another voice broke the shared regret.

“Hey! Back off!” Rainbow’s shout brought Twilight’s attention back to reality as she turned, taking note of the two Rainbow Sentries now hovering over Marr Bell with a large net stretched out between them.

“Miss, if you could please move aside…” one of them asked politely, his tone disciplined and clipped.

“Wait! Where are you taking her!?” Twilight Sparkle demanded as another pair of rainbow-tressed earth ponies moved to either side of the still-weary gorgon, each eyeing the dangerous creature cautiously.

“The Wild Frontier. We have our orders, Milady.” One of the soldiers bowed, with Marr putting up no resistance as they gently laid the net down over her head.

“No! Leave 'er alone! It ain’t 'er fault!” Applejack started, clearly testy as she stood in defiance.

“She can’t stay here,” a royal voice came from the side as Astrolia and the Doctor moved back towards them. “The nobility is in disgrace, but calls for the gorgon’s removal from the city is unanimous among the Houses… and I expect I will hear the same from the representatives of the Lower and Craftspony Districts as well.”

“But this is her home! She was here first!” Twilight objected, looking back towards Marr, who lifted herself slightly and hissed in soreness as she allowed the two guards to wrap the net around her upper body as a measure to restrain her hood.

“Twilight Sssparkle…” Marr shook her head morosely. “She is right. What I’ve done… cannot be forgiven… I have to accept the punishment.”

“But… the Wild Frontier… that’s monster country.” Twilight was aghast at the implications as she looked from Marr to Lady Astrolia, an alicorn reminding her more and more of Nightmare Moon with every moment spent with her. “You can’t…”

“Twilight, it’s not our decision to make,” the Doctor said flatly, his tone booking no argument. “We’ve done enough… It’s time for us to go.”

“But, Doctor… What about…?” Applejack started.

“What if we…?” Rainbow interrupted.

“Girls… Time… to go,” the Doctor repeated.

There was a moment of silence as three sets of eyes went wide at the inflection in the Doctor’s tone.

“Oooohh…” Rainbow tried to hide a smirk.

“Uhhh… alrighty, then… Can Ah at least say goodbye ta Oreo?”

“The Phrench stallion? I will deliver the message, as he is currently on a task for me, and you don’t have very long.” Astrolia nodded, waving to the two Rainbow Sentries. “I don’t believe Miss Bell will be a bother. Would you two kindly fetch Monsieur Oreo and his new assistant for me?”

“At once, Your Majesty.” The two Rainbow Stallions saluted without hesitation before starting off and away from the ruins of the studio.

“Don’t worry, Marr… you’ll be alright,” Rainbow said comfortingly before flying off, heading for the blue box and disappearing inside its door.

“See ya soon, sugarcube.” Applejack set a hoof to the gorgon’s shoulder, drawing a perplexed look from Marr before she too started away.

“Marr, don’t worry… it will all be okay,” Twilight finished up before turning back to Leonard. “Leo…”

“Goodbye, Twilight,” Leonard said quickly before turning away, causing the purple unicorn to do the same.

“...Goodbye…” She lowered her head, her pace dragging as she too moved to the blue doors of the TARDIS.

Leonard sighed quietly, shaking his head as he fought to maintain his composure before making a pained admission. "...I love you."

“Well, let’s try to keep things platonic, here, Leonard. After all, I think I’m a bit too old for you.” The Doctor nudged the blonde artist, his tone surprisingly upbeat as he turned to the still-lounging gorgon. “Marr, we have to go. Promises to keep and all that. Try not to move too much until those patches harden. Doctor’s orders. Anyway, I think that’s all… Your Majesty, Leonard, ta-ta for now. Hi-Ho, ponies!”

Speaking at top speed, the Doctor moved to the doors of the box and pulled himself in with an almost dance-like step of complete carefree joy.

“Doctor! Wait! There’s one thing I don’t understand!” Leonard rushed forward, setting his hoof to the door just in time to keep the brown stallion from closing it.

“Only one? Well, you are clever, aren’t you? Alright, you have my attention, make it quick,” the Doctor pressed, keeping his head and one leg outside the TARDIS as he smiled.

“Well…” Leonard stammered just a bit. “Just who are you?”

“Me? I’m just like you,” said the chestnut pony.

“Like… me?”

“That's right! The stuff of legends.” The Doctor pulled himself into the door, closing it shut, and then opening it again a moment later. “Oh, and Leonard, in case you’re wondering, here’s a freebie.” There was a moment of silence as he held the inventor's full attention. “Nopony is ever going to forget you.”

The doors to the TARDIS closed yet again with a light slam as Leonard started away, having to pause as Astrolia moved to his side and set a hoof up against his shoulder in a manner that made the smaller unicorn immensely aware of his surroundings as the most powerful being in Equis leaned down to whisper in his ear.

“Hold on. I love this part…”

A dull thud suddenly reverberated through the air… followed by a lyrical, unnatural, yet hauntingly beautiful sound, as the blue box vanished slowly before their eyes, disappearing into thin air.

“I never get tired of that,” Astrolia sighed, her tone carrying an almost nostalgic air before she shook her head, her expression growing serious again. “Maestro DiHoovsie… Even this early in my investigation, I must say that I am extremely disappointed in the current state of the Academia.”

“I’m… sorry, Milady?” Leonard drew back, uncertain where this line of reasoning had come from as he looked over towards Marr, the gorgon having turned over on her side and resigned herself to whatever fate held for her.

“It’s my own fault, really. I should have kept a more direct hoof in it. The Critique were too wrapped up in their own agendas and profit mongering to truly advance the arts and sciences. It’s only natural that corruption would take root when the nobility wanted their own way. The patronage system is simply too easy to tamper with; not enough oversight.”

“With… all due respect, Milady…” Leonard found himself saying. “Oversight was precisely the problem. There was no room for originality because the apprentices were encouraged to copy and produce, not discover or create. They crafted what the Critique desired with no room for error. Art cannot thrive in that sort of environment.”

“Hmmmm…” Astrolia tapped a silver-adorned hoof to her cheek in thought, looking up to see a dappled Phrench pony approaching with a large stack of papers floating beside him. “I see… Then perhaps you have some ideas on how we can relieve the Academia of this impediment?”

“Well, first it would require completely redesigning the principles of education, Milady. The Critique assumed only unicorns were capable of artistic development. Perhaps a broader definition of art is required…” Leonard started, pausing when he considered who it was he was speaking with.

“You’re suggesting an entirely new education system, Maestro?”

“Well, yes… but… I am sorry, Milady, if there is any confusion, but I am not actually a Maestro.”

“Oh?” Astrolia walked past Leonard towards Oreo, who went to his knees immediately as the Lady Lunar pulled a leaf of paper from the top of the stack that continued to float magically beside him. “I do believe that these beg to differ. They were scattered all over the city in the explosion, but remarkably, most of them are still in rather good shape.”

Leonard drew back in shock as she turned the page to him, revealing one of his own sketches of a pegasus’ wings.

“Your student has already been quite helpful in helping us categorize them, as well.”

“My… student?” Leonard looked over to Oreo, who shrugged slightly.

“Who am I to argue with Lady Astrolia?” the Phrench pony offered by way of explanation. “Besides, it beats poring over rocks all day.”

Awwww… Sis!” a sudden voice came from behind the stack of papers, and the light pink aura surrounding them dropped them to the ground in a neat pile. “I wanted to watch the box disappear!”

Moving out from the side of the paper stack, Leonard spotted a small filly with a snowy white coat. Perhaps six or seven years old, she was already quite lovely without the golden vest that covered her form, leaving only holes for two stubby wings, and the tiara that allowed her horn to show as it held back a mess of bright pink hair.

“Maybe next time, little sister.” Astrolia shook her head as the two Rainbow Sentries returned, moving towards the gorgon with a firm but gentle manner. “Well, in any case, I am off to make an inspection of the city’s jailhouses. Apparently, there are some ponies who have been inappropriately ‘misplaced’ there that need attending to… Maestro DiHoovsie, I shall expect your first thoughts and recommendations by this time tomorrow, and look forward to seeing what you have in mind.”

The Lady Lunar bowed her head slightly, the unicorn and Phrench earth pony dropping to a respectful bow as the dark-coated alicorn departed. She stopped for but a moment to turn and address the adorable pink-maned pony who had called her "Sis."

“Come along, Celestia.”

“Oh, fine…” The filly looked down at her hooves, clearly disappointed as she fell into place behind the greater of the royal sisters.

“I expect great things from you two,” Astrolia mentioned as an aside as she moved away. “Great things, indeed.”

As she moved out of sight and earshot, Oreo pulled himself up to his hooves and looked to Leonard, who was merely smiling. “C'est fou!” The Phrench pony shook his head. “I mean, I have an eye for quality, yes… but… the Lady Lunar, expecting works of art from me? This is… I mean… it’s impossible!”

Holding back a small laugh, Leonard looked back towards the rubble where Marr was being "escorted" away… to the spot where a machine he would have declared impossible a few short days ago had vanished on its way to parts unknown.

“If you take nothing else from these events, Francio Oreo, take this…” The artist set a hoof over Oreo’s shoulder, turning him towards the Craftspony District where they had a new assignment waiting for them. “Absolutely nothing is impossible.”

"The stuff of legends," the Doctor had said.

Leonard could not help but smile.

Not bad for some mixed-species, no account, blank-flank.

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