• Published 1st Dec 2011
  • 24,172 Views, 529 Comments

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.

  • ...

Ch. 4: Clouds, Paints, and Stone

Chapter 4: Clouds, Paints, and Stone

Canvas Way, Craftspony District
The Pony City-state of Roan
25th of Summer, 1491 A.R., 9:57 p.m.

The street outside the Mare’s Rest Inn was quiet tonight, the silence broken only by the steady dripping of rainwater from the edges of the various rooftops. As the clouds started to break up from the recent rainstorm, casting a dim light from the silver moon over the glistening streets, the dripping was joined by a dull, muffled crashing sound coming from the wooden ramshackle storage building that had long ago been affixed to the inn.

Originally built to shelter the carriages of traveling earth pony nobles, those that lived on the street knew that the eyesore of a building was now the residence and workplace of a crazy inventor pony that was always tinkering with this or that, and they had long since become accustomed to strange noises from his works.

But were anypony paying attention, they might have noticed these were not the usual sounds of artistic progress.

“I got it! I GOT IT! WHOA! WHOOOAA!”



“Ah can’t see it! Where is it!? UMPH!”


“Doctor!? Doctor, where are you!?”



The rolling wood door that acted as the only entrance and exit of the workshop exploded outward with a powerful cracking sound that sent splinters flying across the street and into the walls of the closed shops and buildings at all sides. Exposed now to the outside, the sounds inside the shop carried much easier in the air, as something large squirmed inside and crashed into the inner walls, causing the entire structure to shake.

"Leonard! Run for your life!"

A few scant moments later, the well-known mad inventor, beret in its awkward place on his head and red cape fluttering slightly behind him, came running out and down the street at a full gallop, taking the advice to heart.

Inside the cracked and breaking walls of the studio, the scene was chaotic and frenzied.

“WHOOOAA, DOGGIE!” Applejack yelled as she held on for all she was worth, the creature thrashing wildly as she tried to dig her hooves in. Its hide felt rough and rigid, and she knew she was going to be feeling every bruise in the morning, but now her rodeo pride was on the line as she used every trick she knew to keep her grip.

Twilight moved around the creature’s edge, trying to flank it as her horn lit again. A glowing purple strand appeared out of nowhere and lashed around the front of the thing just in front of where Applejack was hanging on. And as Twilight held it in place for a moment, the Doctor rushed forward.

“Stop! Wait!” he demanded, the creature’s thrashing held in check, though its long, worm-like shape was still obscured by the shadows of the workshop. “You don’t have to do this! What do you want!? Talk to me!”

“Doctor, what are you doing!?” Rainbow shouted, trying to find an opening to dive-bomb the creature without hitting her stetson-wearing friend.

“Every living thing I’ve met in this universe so far has been intelligent to some degree!” the Doctor explained quickly, moving around and trying to get a better look at the creature, which seemed able to almost perfectly predict the fall of the shadows and keep itself hidden within them, keeping anypony from getting a glimpse of any real detail beyond the silhouette of its thick, serpentine body. “And if it’s intelligent, it may respond to reason!”

“REASON!? ARE Y'ALL BUCKIN' CRAZY!?” Applejack cried out, still having difficulty holding on as the creature strained against Twilight’s restraint. “USE THE SONIC THINGY!”

“Doctor… I can’t... hold it…!” Twilight strained, sweat running down her face and snout as her horn’s aura fluctuated wildly. Although there was no physical tug from the line, the unicorn could feel the pain running all around her skull from maintaining the ethereal tether.

“I don’t know what you are, but I know you can understand me! It’s clear you want something! There have been no signs of struggle before tonight, but you’ve gone out of your way to make a point here! We just want to know what that point is!” the Doctor spoke quickly, his tone calm, but rushed, as he saw his window of opportunity closing. “Talk to me!”

For a moment, just one moment, the creature seemed to settle, drooping a bit as the tether went slack and giving Twilight a moment of relief from the strain.

And then it bucked wildly, thrashing hard as it twisted in a corkscrew motion and dove forward. The magical violet cord snapped and disintegrated as Twilight was thrown back by the recoil and Applejack was sent flying off, caught in mid-fall by Rainbow before she could crash into a pile of broken tables and shelves.

Moving towards the shattered doorway, the creature slithered forward in a flash, its tail thrashing back as it crossed the threshold into the moonlit street and casting up a wave of debris and splinters that caused all four of the ponies to wince and turn away, defending their faces from the dust and bits of wood that pelted their coats.

Rainbow recovered quickest and dropped in altitude, setting Applejack down before diving towards the door in the blink of an eye. “HEY! COME BACK HERE, YOU…”

At the doorway, Rainbow stopped in shock. The street was absolutely empty, save for the shards of timber that now littered the cobblestone road. Buildings lined the far side of the street so closely set together that Rainbow herself would have trouble rushing through the alleys, let alone something so much larger than she was.

Turning her head to look up and down the street, all was calm and quiet. No sign of monster or pony.

Shaking her head in a rattled confusion, Rainbow composed herself as the other three earthbound ponies moved to the door. “Y-yeah! You'd better run! Or slither… or...” Her attempted victory boast fell flat as she came to the ground. “…vanish… into... thin air…”

“What was that thing?” the Doctor asked quickly, his mind mulling over the possibilities and coming up blank, given his still-limited understanding of Equestria and its surrounding universe. “Did anybody--”

“Anypony,” Twilight corrected before she could stop herself.

Now, Twilight? Really?” the Doctor asked, his tone slightly annoyed as he tried to catch his breath.

“Sorry. Reflex,” the purple unicorn panted, fighting back the massive headache from sustaining that last spell. She hadn’t fought that hard to maintain a spell since the Ursa Minor incident.

“Did anypony get a good look at it?”

“Nah. Got a good feel of it, though…” Applejack also panted, her hat sitting awkwardly on her head. That ride had been harder than any rodeo she had ever been a part of. “It felt like hangin’ on the underside of a rock cliff durin’ an earthquake.”

“It was like nothing I’ve ever seen before. Whatever it was, magic didn’t even scuff it.” Twilight sounded incredulous. “I couldn’t even slow it down with a Light Tether. That spell should have been strong enough to hold a half-grown dragon.”

“Yer magiky swizzle stick sure did the trick, though.” Applejack nodded to the Doctor. “Ah thought ya said earlier that there thing weren’t a weapon.”

“That’s ‘sonic screwdriver,’” the Doctor corrected, flicking his hoof forward with a flourish and extending the screwdriver so that he could look over the readings, very distraught at how incomplete they were. “And it’s not a weapon. I tried to run a scan to find out more about it, but I couldn’t get a firm lock on the thing with all its thrashing around. I think it was reacting to the low-grade sonic frequencies of the scan.”

“The what, now?”

“It doesn’t like high-pitched sounds,” the stallion simplified for her. “I don’t think my screwdriver was set loud enough to hurt it, but it was definitely disoriented.”

“Yeah, but, hurt or not, we still sent it running.” Rainbow’s confusion broke in a smile, pumping a hoof in the air. “Ha! We rock!”

Looking to the Doctor, Rainbow’s victorious rush dropped like a stone. His expression was far from one of celebration. “It didn’t run away…” the Doctor reasoned. “It wasn’t here for us.”

Three pairs of eyes went wide as the mares drew the same conclusion he had.


Several blocks away


Leonard DiHoovsie panted heavily, his hoofsteps slowing against the wet cobblestones as he tried to catch his breath. He paused next to a shop to set his flank alongside the corner of the building.

Even though his heart continued to pound, the artist couldn’t help but feel a horrific shame fill every corner of his mind.

“You are a coward, Leonard!” he berated himself aloud between pants, pounding the side of his head against the cold, wet stone. “That’s what you are!”

His workshop. He had just run away from his own workshop, leaving behind four far braver ponies than he to try and fend off some unspeakable horror. For the second time that day he had held back and hidden behind these three amazing, crazy mares and their mad Doctor.

Could he even call himself a stallion anymore? Leonard never considered himself a hero, it was true. Such a title was for better ponies than him, but at the very least he should have been able to stand his ground in his own home and workplace.

My work! he thought suddenly with a gasp.

The prototypes and models! The manuscripts and sketches! All of those crazy ideas that he had continued to work on in spite of the Critique's mocking and also that of his former peers. His flying machines had surely been reduced to kindling by now, but what of the papers and smaller devices? Could they have survived?

Wait, what was he thinking!? What about Twilight, and Lady Applejack, and Captain Dash!? He had just left them behind with that… that monster! How could it be that these four strangers were more interested in protecting him than saving themselves? Facing this… this…

Was this what had been stealing away the ponies over the last few years? How was it possible that such a monster had gone unnoticed in the City of Roan!?

Gritting his teeth, Leonard pulled himself up. He couldn’t just stand here. He had to go back… He had to…


Leonard’s eyes shot open at the sound as he turned on the spot. The silhouette from the alleyway was unmistakable, rising up and rearing back as realization struck him and again filled him with dread.

For once in his life, Leonard didn’t think… he simply acted.

As the creature launched forward, the artist had already taken off again, his pursuer crashing into the corner of the shop and pulling itself into the street after him at an incredible speed.

The cobbled stones that made up the well-trotted backstreets of Roan were wet and slick this night from the earlier rain, glistening as Astrolia’s Moon shone overhead.

But for Leonard, the majestic sight was ignored as the sound of his beating hooves pounded and clopped awkwardly against the street, moving at the fastest gallop that could be achieved while turning the tight corners of the edges surrounding the stone buildings. He dared not look back as the creature was likely gaining on him, his mind racing as he tried to think.

He was no race pony. He knew he couldn’t outrun this creature over any sort of distance. He had to outsmart it.

The alleyways!

It was surely too big to easily move through the corners of Roan’s back alleys. And so he traded the glistening moonlit street for the shadow-shrouded passages.

His lungs still burning from his earlier run, it was all that he could do to keep himself moving as his hooves tried to slip out from under him in the dank, dark alleys. His large golden eyes looked about wildly as the shortcuts and side-lanes he had become so familiar with during the daytime over the past few weeks, attempting to avoid the Critique’s eye as he moved between the fountains and his workshop, took on an alien appearance and tone in the dim lunar light. Panting as he kept his legs pumping, his chest burned painfully as Leonard now greatly regretted not taking the time to maintain his frame, rarely moving faster than a brisk trot most days.

His moment of valor had passed in a moment of realistic realization that, in a straight confrontation, there was nothing he was going to be able to do against this creature.

Astrolia help him, he had to get away.

A cloud passed over the Moon just then, casting a deeper shadow over the city as fear and panic drove him all the harder. Still, there was a chance, however slim, as the pony took a hard left down an adjacent street and hopefully out into the open marketplace of the Lower District where help might be found.

The market was perhaps the most highly patrolled area of the city at night, so many stalls and vendor shacks were merely covered up by the traveling merchants that were the life’s blood of Roan’s trade system. If there was anywhere outside the Royal District where there might be a watchpony moving about, it was there in the marketplace.

While he certainly had no love for the Guard, at this point, it was his best hope.

What he had not expected as he rounded a corner was to slam headlong into a scaffolding that had been set up along the side of this particular plaza, sending him crashing and tumbling down the alley.

He wanted to cry out for help -- to call for aid -- but he couldn’t. There wasn’t time and he couldn’t find the breath to do anything except scramble up to his hooves and start again, dashing away as quickly as they would take him. He dared not look back as he came to another turn in the streets.

Where was he now? He couldn’t tell. He was going too fast. Was this Pomegranate Way? Or Marble Calf Street? Forced to make a choice, he turned right.

And only a few strides down the way, found a dead end.

“No…” was all he could utter between pained breaths, his knees trembling as his four legs threatened to give away underneath him.

Still unable to cry out, Leonard had no choice but to turn, his backside pressed against the wall as his eyes scanned the darkness. The red beret on his head was off-center and leaned against one ear as his horn glowed slightly, lowered in an awkward defensive posture as he gasped for breath. His yellow mane and fur was matted with sweat, and he tried to steel himself against whatever might come around the turn after him.

Unbidden, he found himself wondering…

If this was the end…

...would anypony remember him?

Seconds ticked by, the silence only punctuated by his panting, ragged breath as he faced the alley from where he had come. It was still dark, this was true, but there was no sound or sign of movement in the alley that was now laid out before the artist.

Had he lost it in the enclosed passages? Was it waiting? Sitting around the corner just out of sight for his curiosity to get the better of him?

His eyes turned upward, scanning the edges of the rooftops overhead. It had somehow gotten up onto his own roof before its initial attack. Perhaps it was perched above, waiting for him to relax his guard.

His legs beginning to quake and threatening to collapse under him, his hooves shook with each step as Leonard tried to take a steadying breath and pull himself forward. With the cloud masking the Moon refusing to move out of its place, Leonard managed to focus his own magic as his horn illuminated in a soft yellow glow. Now given a pale light to observe his surroundings, his eyes darted about, trying to find any sign of what was out there.

He took a step forward… Then another…

His heart pounding, Leonard dared to hope that perhaps he had managed to escape.


That meager hope was dashed while his heart simultaneously turned to ice and jumped into his throat, as the light from his horn was extinguished by the shock.

The sound had come from directly behind him.

Spinning around, Leonard’s eyes snapped up as the creature seemed to have appeared out of thin air between him and the solid stone wall that he had been pressed up against moments before. Somehow, it had gotten there between his few steps and silently coiled itself up so that only the front of its body just barely rose to over a story tall. Even obscured in the shadows, Leonard could make out the outline of a large flaring hood opening up around its head as the creature loomed over him.

Out of breath, out of energy, and out of luck, the unicorn stallion braced himself for the worst as the creature reared back.


A clap of thunder exploded suddenly along with a flash of lightning, illuminating the alleyway briefly as the creature let out a rasping, bestial cry and thrashed in pain. Leonard jumped back and winced in shock for but a moment as the creature fell hard against the side of a stone building.


A second flash of lightning accompanied another loud, pained hiss as Leonard looked up, a brief glimpse of his illuminated attacker burned into his mind as the creature flailed against the opposite wall.


Slate grey, irregular, rock-like scales ran up its body in a distinct vertical pattern, encasing a powerful, serpentine form. Easily the size of an oak tree trunk, it moved with an amazing, fluid articulation that the student of life science had never seen in any living creature before. Unfortunately, the monster had pulled itself back, and Leo was unable to get any view of its head or hood, as the creature had turned away from him.


Lightning flashed one final time, and the creature was gone, vanishing between the bursts of light from the heavens as if it had never been there at all.


The cry that came from high above snapped Leonard from his shock and caused him to look up as the cloud that had been blocking the moonlight broke apart, a winged pony shape diving down fast from the remains.


“Ow… ow… ow... That’s… ow… Rainbow… Dash...” The blue pegasus mare settled to the ground, wincing with every movement. Her light blue fur had been blackened with a sooty coating, the smell of ozone thick in the air while her rainbow-colored mane and tail were standing up on end.

Still shocked by the sudden rescue, Leonard’s ears flicked at the sound of multiple hooves rushing up the alleyway and turning the corner as Twilight rounded the edge, her horn lit brightly as the Doctor and Applejack followed a step behind her.

“Leo! You’re alright!” The purple unicorn rushed up to him, nearly bowling the still weak-kneed unicorn off of his hooves as she threw her forelegs over his shoulders, oblivious to his shock.

“Whoa! Rainbow? Y'all lose a fight with a manedryer?” Applejack moved to her friend, her expression concerned in spite of her joking tone.

“It was a wild cloud, AJ…” Rainbow winced noticeably as she fluffed and flicked her wings, trying to shake off the thin burned layer on her fur. “I kicked it… and it kicked back. Went against every safety regulation I learned in Cloud Handling 101… but still, it worked. Good call, Doc.”

“Are you alright?” the Doctor asked, relieved at his correct assessment of pegasus ponies’ ability to manipulate clouds and weather; something he had read up on, but had not yet observed.

Rainbow nodded. “Yeah, I’m fine. No problem. It’s not the first time I’ve been zapped.”

“Well, good on-ya, Flygirl!” Applejack clapped a hoof on the pegasus’ back appreciatively.

The gesture was apparently a bit too violent, as the cyan mare suddenly went rigid. She jumped straight into the air as her skin became transparent, her skeleton showing in an x-ray fashion for a brief flash before she set back down on the ground on wobbling hooves.

The Doctor’s eyes were wide at the sight as Rainbow Dash slumped to the ground, Applejack rushing to help her up as the pegasus coughed up a small puff of black smoke. “Curiouser and curiouser…” he mumbled.

“Leonard…” Twilight had held the unicorn artist’s attention for a few moments before stepping back, blushing profoundly. “I'm so glad that we found you in time. Did you see it? What did it look like?”

Leonard stood there, watching Twilight for a few seconds as his fur-clad unicorn rescuer looked to him expectantly.

Then his eyes rolled up slightly, and he emitted a small, whimpering sound before collapsing like a sack of hay as exhaustion and shock finally won out over adrenaline.

“Hey, Twi…” Applejack smirked, holding up strong as the Doctor finished hefting the still-sparking Rainbow Dash over her back. “Ah think ya broke ‘im.”

Mare's Rest Inn, Craftspony District
The Pony City-state of Roan
26th of Summer, 1491 A.R., 9:42 a.m.

The first thing that came to Leonard’s awareness as he began to emerge from the sweet embrace of sleep was a defined pounding soreness that ran up along his flank and over his legs.

His vision blurry and his mane falling over his face as he started to stir, Leonard’s mind dragged itself away from the stiff straw pillow under his head and he rolled towards the open window. The sun was out and shining, and, straining his ears, Leonard could hear the clopping of hooves against the street outside.

What a dream!

Sighing heavily as he started to lift his head, pushing himself off the cot, the artist thought for a moment about what today might hold for for him. He had at least three pieces due soon, and he had to try and figure out where the Guard’s patrol routes would be so that he could get the posters into place and hopefully avoid whatever thrashing he was in for that day.

As Leonard’s hooves hit the ground, the artist winced slightly as the soreness on his flank throbbed dully under the tight bandages. That must have been some beating he took yester--

Wait… Bandages?

Leo’s eyes opened as he looked down at himself. The yellow coat of his front and forelegs was fully exposed, and Leonard found himself wrapped around the back with long strips of cloth bandages that ran from his midsection down around his flank, covering it completely and holding him quite tightly.

The heat of the blush that rushed to his face was almost more painful than the still-throbbing bruise along his side. That was from when the Doctor had tackled him out of the way of…

Wait… That wasn’t a dream?

Looking around wildly, the artist pony located his clothes, freshly cleaned, folded, and set on a small desk off to the side with his beret placed on top of them. Rushing to them, Leonard quickly pulled himself together and started to throw the outfit on, cursing his limited mobility in the bandages as he tried to put the complicated outfit into place.


“Well, if’n ya didn’t make such a big deal of it and jus’ came out an’ asked, he wouldn't a' teased y'all like he did, Twi,” Applejack said, smirking slightly as she pulled a large slab of wood from the pile. The farm pony was using a makeshift harness to clear away some of the debris in the workshop while Twilight tried to gather together anything that had survived the night before with a glowing show of magic.

Twilight shook her head. “We are not still talking about this.”

“A'course, it didn’t help how ya asked, neither. ‘Oh, Doctor, how was his flank?’” The earth pony grinned as she teased the unicorn with a bad impersonation of her friend.

“It was purely a historical inquiry!” Twilight said for perhaps the third or fourth time, her blush feeling as if it had now burned into her cheeks. “Any picture of him ever drawn or painted had him fully-clothed, and there are no records of what his cutie mark was. Everypony has always wondered what it looked like.”

“Not everypony, Twi…” Applejack smirked, setting the wooden slab of roofing outside the broken door of the workshop. “...jus’ you.”

Leonard slowly moved into the the doorway leading from the Mare’s Rest kitchen into what remained of his workshop, surprised just as much by the sound of conversation from the two mares as he was by the extent of the damage and the repairs already underway. Much of the debris had been cleared out; the hole in the roof and back wall allowing the sunlight to shine in and illuminate the normally dim workshop. The largest pieces of wood and shingle had been pulled out and set outside while various papers and equipment had been moved off along the wall, set in perfectly organized and aligned piles on a makeshift bench that had been put together from the broken pieces of his shelves.

Stepping into his workshop, Leonard was met by the sight of Lady Applejack and Twilight working hard on the already shrinking pile of debris, the purple unicorn again clad in her elegant toga while the orange earth pony was clothed in a simple set of trousers and a plain shirt that was of a similar color to her unique hat, which remained in place on her blonde mane.

“Don’t tell me that you’re not a little curious to see what ‘genius’ looks like,” Twilight replied coyly, pulling free a large swath of Leonard’s wall canvas with a magical aura. “Oh, ponyfeathers! Looks like we lost the dragon sketch on this piece.”

Applejack snickered as she unlashed the piece of wood she had pulled off and turned back into the workshop. She stopped when she saw Leonard, who was standing in the doorway, watching Twilight as she turned the canvas over to look at the other sketches that had survived under the torn and crinkled dragon’s head.

“Uh… Twi?”

“Applejack, do you recognize this one? I think this is from the Third Roan Journal.”

“Twilight…” Applejack’s tone took on a bit more urgency.

“Or maybe the R.A.S.P.A.’s Greatest Works collection…”

Mornin', Leo! Y'all feelin’ alright!?” Applejack said loudly with a large grin, any attempt of subtlety abandoned in a blatant attempt to silence her friend, who promptly seized up and folded the canvas in a quick and masterful twist of magical manipulation.

Leonard was unsure what to say as the two lovely mares turned to him, their simple presence proving that his memories from the night before were neither a delusion nor a dream. “Some… Somepony bandaged me up…” Leo found himself saying, trying to keep an edge of embarrassment out of his voice.

“Yeah… The Doctor was worried you might have broken something when he knocked you over last night, so he got you off to the side and treated you.” Twilight nodded, unsure how much of the conversation the artist had overheard.

“The Doctor…” Leonard nodded in turn. “So, he’s an actual ‘doctor’ doctor, then?”

Applejack bit her lipt, remembering asking the same question the night before when they had pulled Rainbow and Leonard back to the inn, the Time Pony saying he was reasonably sure that the workshop would be safe until morning, given the creature’s hasty retreat.

"One thousand plus years, AJ," he had said. "I’ve picked up a few things."

“Yeah, Ah… Ah guess so,” Applejack answered as honestly as she could.

“I see... So, where is he?” Leonard looked around the shop, still trying to get some bearing on the situation that had flown so far out of his control since the night before.

“Oh, Doc an’ Rainbow went out this mornin’ ta pick out somethin’ fer Rainbow ta wear before they started ta ‘in-vest-ee-gate.’ Not really sure what that means, but the Doc thought it’d be a good idea that we stick around an’ make sure y'all were okay.”

“So we thought, since you were still resting, that we would try and get things cleared up,” Twilight interjected, nodding vigorously. “What do you think?”

Leonard looked around somewhat awkwardly as he moved into the shop itself, looking to the table where Twilight had reorganized the pages and surviving models. More than aware of the purple unicorn watching him intently with a large grin, Leonard inspected the parchments for a moment before coming to a startling realization.

“You… you put them in order?” The artist’s voice was disbelieving as he lifted one stack with his horn’s magic and flipped through the pages, recognizing his work and seeing that the papers that had been scattered in every direction during the attack had not only been placed back into like piles, but had been shuffled together in proper sequence.

“Yep. I’m really good at keeping things organized,” Twilight stated, smiling widely at Leonard’s realization with no small sense of pride. “Figured I would save you some time.”

Though Twilight seemed oblivious to the artist’s amazed expression, Applejack, on the other hoof, found herself suddenly feeling very awkward and out of place as she recalled what the Doctor had said this morning before he left.

She understood that they had to be careful with what they told Leonard, and could appreciate the Doctor’s warning that giving him too much information about the future or his life could be a bad thing. Simply the anticipation of him asking any of the dozens of questions that she could imagine were stewing in his head made her realize that she probably would have been better off going with Dash and the Doctor.

Applejack could already feel the pins and needles in her hooves and the cold sweat beginning to form on her brow that usually accompanied any of her feeble attempts to come up with a fib; something she didn’t even remotely want to try with somepony just as smart as (if not smarter than) Twilight.

“Uh... Twilight?” Applejack started hesitantly as Leonard looked up from the papers. “Ah think Ah’m gonna take a walk.”

“Huh? AJ, the Doctor said not to wander off,” the unicorn reminded her casually.

“Ah’m not gonna wander off. Ah’m jus’ gonna walk down the street,” Applejack said, nodding slightly before she went out the open doorway.

Twilight raised a brow, unsure as to why her friend suddenly seemed so uncomfortable that she felt the need to retreat from the situation. “I wonder what got under her hat...” The purple unicorn shrugged her shoulders, turning back to suddenly find herself almost nose to nose with an intently curious-looking stallion.

In that moment, looking into his golden eyes, Twilight recognized something familiar that she couldn’t quite place her hoof on.

“H… How did you do this?” Leonard asked softly, his eyes locked with hers as his tone betrayed no small amount of wonder. “The pages weren’t even numbered… I… I’ve never let anypony else see these.”

“You should…” Twilight replied honestly, unsure what made her say it as she held his gaze calmly. “Your work is absolutely brilliant.”

Leonard deflated a bit at the praise and looked away. “I… really wish you would stop saying that, signorina…” the blonde unicorn said bashfully, shaking his head with a blush. “Really, I’m nothing special, and I don’t know where you got that idea to begin with… My career has been a complete waste. Nothing I’ve come up with works, almost nopony cares to even look over my originals, and now…”

Leonard looked around to the devastated shop, his shoulders slumping as he took in the magnitude of the destruction, the larger models and prototypes laying in splinters along the backside of the wall.

“I was barely scraping by as it was, but this…” A depressed tone seeped into the artist’s voice, his eyes and posture following suite as the gravity of the situation seemed to hit home for him. “What am I supposed to do now?”

The defeat in his voice was almost heartbreaking, pulling at something buried deep in Twilight’s soul as she moved around to stand flank to flank with the stallion, leaning slightly into him.

“You’re wrong, Leo,” she said quietly with a tone that she could hardly believe was her own, words flowing without thinking about it. Leonard turned to look at her again, surprise replacing sadness. “You may not see it yet… but I certainly do. You’re smarter, stronger, and braver than you realize,” she assured him, nodding confidently. “And one day, standing on your own four hooves, you are going to change the world… for the better.”

Leonard stood in rapt silence as he regarded the purple mare.

“But first, you need get past this little setback and push on. And I would be more than happy to help, if you’ll allow it.”

There was a moment of silence, stallion looking to mare in a curious, stunned wonder. “Who are you, Twilight Sparkle?”

“I’m just a simple traveler.” The mare smiled, still amazed at how eloquently she had engaged this situation, and wondering if it was the Doctor rubbing off on her, or if it was her own past experiences all seeming to come together in one fluid motion of confidence before she added casually, “And if it's okay with you, Leo… a friend.”

Leonard suppressed a slight laugh as he nodded his head. “I… think I would like that, Twilight.”

“Then come on,” Twilight grinned, nudging the artist playfully. “This is your work that’s laying around, after all. Let’s see what we can save.” She went, her horn aglow as she lifted a piece of debris from the floor and started scouring the wreckage for more surviving pieces.

Leonard watched this formidable, intelligent mare move forward with a renewed purpose and unwavering confidence that all would be well, and the stallion felt himself swallow reflexively.

“I think I would like that,” he said again under his breath before he too got to work.

Studio de Eterna Magnificenza, Royal District
The Pony City-state of Roan
11:36 a.m.

The extravagantly decorated office of the Maestro of the Studio de Eterna Magnificenza was always quite intimidating to the various young apprentices that tended to the minor operations of the ever-growing studio. No expense had been spared, as the staples of Roanan luxury were incorporated into the office’s design to provide a relaxing respite for the stallion who minded the operations of the single most successful business endeavor in the history of Roan. From the self-maintained brook and waterfall providing a soothing ambiance, to the lovely stained glass windows that dimmed the violently bright sunlight into a shimmering rainbow of pleasant colors. Baskets of lovely and expensive flower petals also lay about both for their fragrance and the occasional snack.

All of the walls were of finely polished white stone set at perfect angles that gave the impression of directing attention to the large desk at the center of the room that was carved from a single piece of expertly crafted oak, behind which often lay the stallion himself, his posture tall as he rested on the large down-filled pillows. The many scrolls containing countless commissions, gratitudes, and invitations of various sorts addressed to him lay about for his perusal.

For the particular apprentice that now stood before that desk, a small, light-red unicorn whose name was less than important to the Maestro, there was a simultaneous feeling of status simply being in the office with the Maestro himself, as well as a pounding fear of doing something wrong, be it breathing too heavily or scuffing the polished stone floor while the Maestro thought over what had just been brought to his attention.

“You are certain?” Graphis Denarius, Maestro Sculptor of Roan, glared at the apprentice, who couldn’t help but squirm slightly on the spot.

“Sí, Maestro.” The apprentice nodded. “An emissary directly from the Earth Court of Ver-Sai. He requests an immediate audience on behalf of the Duke, himself.”

“Did he say for what purpose?” the Maestro inquired, his curiosity piqued. A direct correspondence from Duke Constant Prance, the wealthiest and most powerful earth pony in all of the Twelve Cities of Astrolia, was nothing to sneer at, even for a member of the Denarius family.

“Only that he wished to discuss the specifics with you and you alone, Maestro,” the apprentice told him, adding, “Although, he is not alone. The stallion is flanked by a Phrench Guard Captain.”

That bit of news seemed to get Graphis’ attention. “A Rainbow Sentry!? Here!?”

The apprentice winced at the sudden tone the sculptor had taken, one tinged with the anger that many of the craftsponies that worked for the Maestro spoke quite often of. “...Sí, Maestro.”

Graphis tapped his hoof to his lips for a moment, as he carefully considered his options.


“Ugh... Forget fighting. How did pegasi even move in these things?” Rainbow Dash asked softly, not wanting to be overheard as she shifted her shoulders, feeling more than slightly confined in the encompassing, polished bronze shell that covered her from front to flank, exposing only her legs, wings, and tail. While she had to admit she looked pretty good, the emblem of Prance’s Noble House of Earth stamped into the front of the armor giving her an authentic look, this was not something she wanted to get used to.

One thing was for certain: She had a whole new respect for Celestia’s Pegasus Guards, who wore armor of gold and steel which she bet was even heavier than bronze. While she might still be able to get airborne, her lean, speedy frame simply wasn’t made for armor like this.

At least she didn’t have to wear the helmet that completed the ensemble, the Doctor pointing out that sight of her colored mane seemed to be far more noteworthy to the Roan Guard, who had allowed them passage into the Royal District without question when they saw the combination of colors and cold metal.

This morning she had never even considered how well the local mindset could be of use to them, having expected the Doctor to dress her up all girly like Twilight had done, or plain like Applejack had chosen. But instead, the Doctor had jumped into the TARDIS that morning after they left Leonard’s studio, vanishing for a few moments from her point of view, only to return to that alleyway with a full suit of period-accurate Elite Prance Armor and a set of golden laurels for her mane that Rainbow recognized as part of her Gala dress. She assumed he must have gotten those from Rarity herself.

“If you were gonna steal a set of armor, couldn't you have at least picked a lighter model?” Dash smirked a bit, keeping her voice to a whisper as she remained in place next to the Doctor, and doing her best to imitate the sort of rigid motions she knew from watching Pegasus Guards from her own time.

“Not steal, borrow. I left a note. And, well, I was going for accuracy and had to guess at your size when I picked it up,” the Doctor responded quietly, his eyes darting about the lavish waiting room as he got a feel for the situation.

Finding the studio of the pony that Leonard had painted such a flattering mental image of the night before had been simple, as it was easily the gaudiest-looking building in a district full of pretentious buildings. Three stories tall, the carved marble façade of the "Studio of Eternal Magnificence" may have originally been more conservative, but had recently been edged in golden trim and a wealth of gemstones that rather took away from the subtle artistic quality of the detailed reliefs in favor of showing off just how much money could be wasted on ornamentation. While it was also obvious that the shop made itself a target by flaunting its wealth in such a manner, the number of armored pegasus and unicorn guards that moved around the workshop and the district in general was far greater than the Doctor had ever seen in the other districts of the city.

“You think they bought it, Doc?” Rainbow whispered lightly as she looked about, growing nervous as they waited.

“Well, we haven’t been arrested or thrown out yet, so I would say... so far so good.” The brown stallion nodded, still looking quite at ease. “Are you sure you’re up for this, Rainbow?”

Before the blue mare could answer, the door leading from the foyer to the workshop proper opened in a sudden and dramatic manner, drawing their attention as a new stallion strode in to greet them.

“Ah, signore!” The unicorn grinned broadly, his expression giving the immediate impression of being plastered into place. “My apologies for the delay. The apprentice sent to fetch me did not seem quite capable of comprehending the importance of your arrival.”

Rainbow couldn’t help but raise an eyebrow as she looked over their apparent host. The unicorn before them had a rather plain slate-grey coat with a darker black mane that was pressed straight into a perfectly groomed flair along his jawline. His eyes, a dull bronze that did little to help the drab-looking pony stand out, were locked in an almost practiced position of interest that Rainbow had seen on many nobleponies the night of the Grand Galloping Gala.

But while his natural attributes were dull and monotone, the noblepony seemed to have gone out of his way to make up for this with his flamboyant outfit. A suit of royal purples, bold crimsons, and sparkling whites that shimmered like crushed gemstones hugged his body to show off his equine curves in an obviously flaunting fashion. Emblazoned boldly on his chest was a regal-looking seal of nobility that seemed to be a variation of the crest that Rainbow herself wore on her "borrowed" armor, placed in such a fashion to immediately draw attention and remind any lesser pony that they were in the presence of nobility.

While any one of these gaudy features would have normally been a put-off to Rainbow Dash, it was the stunning realization of her familiarity with his accessories that made her balk. Along his back, a purple cape ran from his neckline to his haunches while a jewel-studded purple beret sat absolutely straight on his head, with a sharp feather set in the rim at a coy angle. A thin growth of dark hair grew and was fashioned into a pointed mustache and beard around his chin, while a set of suede boots with various golden and silver straps wrapped around his back hooves.

Dash wasn’t a fraction of the fashonista showpony that her friend Rarity was, and under any normal circumstances couldn’t tell a bobby pin from a fountain ink-quill. But even she could tell instantly that this pony had blatantly stolen Leonard’s look, and had done his best to dress it up as a noble fashion.

And yet, try as he might, the stuffy stallion couldn’t pull it off half as well as the yellow-maned artist.

“Lord Graphis Denarius,” the unicorn introduced himself with a flourishing bow, directing his attention towards the Doctor while keeping the same expression locked in place. “Maestro Sculptor, Artisan, and Genius of Roan. You are quite charmed, I am sure.”

The Doctor nodded in a slight, respectful way while the arrogance in Denarius’ tone with just those few words made Rainbow want to gag. The last time she had heard such shameless self-promoting was the day that the "Great and Powerful Trixie" had come to Ponyville, and she remembered how well that fiasco ended.

But while Rainbow came to terms with her various levels of disgust, the Doctor took center stage with such ease that she almost believed him herself.

“Bonjour, Maestro Denarius,” the Doctor answered with a bow of his head, a heavy, fancy-sounding Phrench accent on his words, adding to the illusion. “We 'ave been so looking forward to meeting you, 'ave we not, Mon Capitaine?”

Rainbow didn’t dignify the question with a response, huffing loudly as she fought to keep her expression blank like Celestia’s guards.

“Of course we 'ave. Now, while eet ees indeed a pleasure, we are 'ere on official duties, as you can see by zis…” The Doctor pulled forward his black case, flipping it open to show his documentation.

“…Auzenticated Seal of Duke Prance…”

Before Graphis could look too long at the document, the brown pony pulled his hoof back towards a side satchel and came back… with the same black case, opening it again.

“…Patience of Nobility…”

The Doctor moved again while the "genius" was bewildered, unable to get a full read of the document placed before him before the earth pony brought his hoof back again and then returned it with the exact same case.

“…Letter of Diplomatic Purpose, signed, notarized, and sealed…”

Rainbow smiled at the grey unicorn’s puzzled expression as the Doctor continued to perform his slight of hoof.

“...and zee Personal Identification Scroll for myself and my lovely winged escort.”

This time, the Doctor left the paper up to give Graphis a good look, watching his large eyes as he read over the "official" document. “Doctor… Right?”


“Doctor Usually?” Graphis looked up in confusion, having lost his regal bearing in the battering of documents and the Doctor’s whiplash manner of speech.

“No, no. My given name ees Usually. Doctor Usually Right… Eet used to be Doctor Always Right, but zen somezing terrible 'appened.”

“What happened?”

“I was wrong.” The Doctor’s tone fell for just a moment with the words, as if he was describing some devastating tragedy. Rainbow had to fight not to laugh at his transparent attempt at a joke, as well as his continuing over-the-top, cheesy accent. “I don’t like to talk about eet.”

The Doctor wasn’t just going through the motions now, Rainbow realized. He was having fun with it.

“A doctor of medicine? Science?”

“Oooohh, eet’s just an 'onorary. You know 'ow eet ees. Zee Prance Academia: Zrow enough gold at zem and zey’ll give you any title you like. Nozing like 'ere in Roan, eesn’t zat right, Maestro?”

For just a fraction of a second, the mask of subtlety that Graphis wore cracked, and a slight, menacing glare shone through. If looks could kill, Rainbow reckoned, the Doctor would have turned to ash right then.

“And zis ees Capitaine Rainbow Dash, First Class Prance Elite, Veteran of zee Norzern Front. 'Onorable, 'eroic, dependable, loyal, brave, and true.”

Rainbow blushed lightly at the praise. “Oh, go on…” She waved the Doctor away with a hoof, unable to hide a grin. “No, really, go on.”

“My… apologies, Captain Dash, but you seem awfully young for your post.” Graphis narrowed his eyes with a subtle suspicion.

Rainbow had to fight to keep her cool and not balk at being called out, but thanks to the Doctor’s rolling monologue, she was able to keep her hoofing. “Yeah, that’s what they all said.”

And now she was so glad that Applejack hadn’t come with them. As much as she loved her friend, Rainbow knew that under any sort of pressure, the honest farm pony would have cracked like an egg.

“Yes... Now zat zat’s all out of zee way, we can get down to business.” The Doctor clopped two hooves together to pull Graphis’ attention away from scrutinizing Rainbow. “Now, like any good diplomat, I 'ad a scroll detailing our mission in zee words of zee good Duke, but I am afraid zat circumstances required Rainbow to eat eet.”

Graphis looked to Rainbow, who shrugged as well as she could in the constricting armor.

“It was a long journey,” she lied sheepishly, although she was starting to hope the Doctor didn’t keep putting her on the spot like that.

“But, 'ave no fear, as eet turns out zat I am a very good diplomat, and managed to memorize zee scroll beforehoof. We can begin right away.”

“Begin…?” Graphis didn’t like this at all. For years, he had been the one holding the cards in every situation that he had been in. He was Graphis Denarius. He was the final word in Roan’s massive artistic subculture. And yet, in this meeting, he found himself grasping at straws and unable to get a word in edgewise as this Doctor dominated the conversation with a fluid ease that was beginning to make him feel like a foal.

“You may not know eet, but zee Duke 'as long been watching your work, and 'as come up wiz a proposal zat will continue zee growth of zee Studio Magnificenza, allowing zee Greater Region of Prance to share in zee glory Roan 'as achieved under your vision, Maestro.”

This caught the unicorn’s full attention, and his ears pitched forwards in anticipation.

“Eet all boils down to one word, Maestro Denarius… Phranchise.” The Doctor grinned as he guided Graphis towards the door of the studio, with Rainbow following in their hoofsteps as the Time Pony fast-talked their way into Roan’s premiere workshop.

Lower District
The Pony City-state of Roan
11:55 a.m.

Applejack still felt restless as she trotted at a firm and constant pace down a street in Roan’s Lower District, taking in the sights as she tried not to think about the fact that she was doing so in a time thousands of years before she had even been born. While she had managed to do some real work pulling the wood and debris out of Leonard’s workshop, she was really used to a much more vigorous workout before breakfast. And after having left the studio to let Twilight tell Leonard what she would, she found herself wandering the streets of the Lower District, going over all that had happened in the last day.

The sturdy fabric of her newly acquired clothes itched against the orange mare’s coat, and her belly and legs ached from the bruises she had acquired the night before. But all of this was ignored as she rolled over the events in her mind again, having a moment to herself as she considered where she was and what she was doing.

This was crazy! And not just regular crazy, but absolutely Pinkie Pie levels of insane.

She, Rainbow, and Twilight were three thousand years in the past, trying to unravel a mystery that involved missing ponies, genius artists, and giant, snake-like monsters. Sure, they had their share of adventures back in Ponyville -- Nightmare Moon, the Parasprite Infestation, the Napping Dragon, the Great Appleloosa/Buffalo War, to name a few -- but this felt different.

And then she realized... she was the very reason they were here. What if something happened to Rainbow and the Doctor while they were out "investigating"? It would be all her fault. Why had she gone running to the Time Stallion when she had that dream? Why had she followed him into the blue box? She barely knew him, and yet she hadn’t even stopped to think before she was whisked away on this adventure.

And what bothered her most, as she looked around at the clothed ponies that now paid her no attention, going about their lives and not realizing that they were part of history, was the fact that in spite of the danger, in spite of the stakes, in spite of the dangerous monsters and the missing ponies… as much as she tried…

...she couldn’t deny that she was enjoying herself.

It had been some time, she realized, since she had set off on her walk, the sun rising steadily towards the center of the sky at this point. She figured she should be getting back to the studio. Surely things had settled down by now.

Applejack turned, ready to start moving back the way she came towards the Craftspony District. Just then, a pair of voices caught her attention.

“You… want… work…? You… get… bits…” A larger, somewhat boorish-looking brown draftspony dressed in a dusty vest and trousers stood across from another, smaller earth pony who had an annoyed expression on his face.

“Oh, right. Speak slower. That will help.” The other pony, a Phrench accent coloring his voice, had a dappled black and white coat that stood out from the more solidly colored Roanan ponies, while a simple set of black trousers was wrapped around his flank and back legs. “Right up there with shouting. Yes, shouting is a sure way to get somepony to understand you.”

“Quarry… need… pony… Easy… bits.”

“Yes, quarry. I got that. Quarry what? I was out there yesterday. All day. It is called a ‘day off.’”

The larger pony seemed to be losing patience, huffing angrily as he turned away from the Prench pony. “Blasted foreigners. If you’re going to come to our city expecting work, learn the blasted language.”

Her curiosity piqued and wondering what the problem was when both of the ponies were clearly understandable, Applejack couldn’t help but move towards them. “Uh... 'Scuse me, is there a problem here?” the farm pony asked, waving a hoof to get their attention.

“Nothing out of the ordinary, signorina.” The draftspony shook his head, keeping his tone polite at least as he looked back to the black and white Phrench pony. “Just another blasted Phrenchie who thinks he can move into our city and laze about without doing any proper work.”

“And blah-blah-blah to the pretty filly.” The Phrench pony rolled his eyes. “Can you not see she’s too good for you? Dolt. Lovely mare like her does not belong in the Lower District, and she certainly does not belong at your side.”

Applejack’s attention turned to the black and white pony before she could stop herself. “Excusez-moi?” the Roanan pony heard, his eyes going wide as the orange filly pointed at the object of his frustration. “J'essaie d'aider ici. Ne pas obtenir tous les arrogants, Monsieur Fancy-Pants!

Applejack’s hoof went to her mouth in shock. She had intended to say, "I'm trying to help here. Don't get all uppity, Mr. Fancy-Pants," but it had all come out in Phrench. Even though she could understand it, it was a sudden realization as a memory from the day before stirred, of when the Doctor answered her question before they landed in Roan.

The TARDIS; it was translating two different languages for her simultaneously, for two ponies that didn’t understand each other, and was letting her direct her responses to one or the other.

“You… You speak my language!?” The black and white pony took a step back, stuttering as he realized that this "pretty filly" had understood every word he had said.

Applejack tried to calm herself down while the draftspony broke into a loud guffaw. “A linguist! Oh, thank Astrolia!” The draftspony nodded appreciatively. “Signorina, if you would be so kind, I’ll gladly pay you five ponarri bits if you would relay to my little friend here that we need help in the quarry. The Foreponies are paying extra.”

“Uh… Well, okay,” Applejack agreed, realizing that she probably seemed shocked at her own abilities, which must have been a very silly thing to see. Gathering herself quickly, she turned to the Phrench pony again. “He says… they need help at the quarry, monsieur,” she told him, now understanding herself better, but still feeling an alien accent escape her lips in spite of herself, as if meant to tell her she was indeed speaking in the right language. “They're payin' extra.”

“Extra?” The Phrench pony looked up with a new interest. “How much?”

“He wants ta know how much, signore.” Applejack could barely believe she was doing this. Her natural twang was still there, but she was now using terms that she had heard Leonard use without even thinking about it.

“Twenty-five bits for the day. We have a huge order of marble to fill from House Denarius and they want it by tomorrow,” the draftspony instructed, which Applejack relayed.

“Twenty-five to work a haunted quarry?” The Phrench pony shook his head. “They had six ponies disappear down there this past week alone. Tell him I won’t do it for less than fifty.”

Applejack was about to relay this when a thought struck her. “Wait, six ponies missin’? Y'all mean the Lost?”

“What? Well, I suppose. Ponies go missing in the quarry all the time, mademoiselle. These parfait imbécile don’t like ponies talking about it, but that is why it’s the best-paying job for day labor in the Twelve Cities. It’s safer to walk the streets at night than it is to work the quarry.” The Phrench pony shrugged. “I’ve been down there off and on for three months and haven’t had any bother yet. I suppose that makes the Foreponies think I’m lucky, or something.”

Applejack thought for a moment. Leonard had never mentioned a quarry… nor that there were more disappearances there than elsewhere in the city. This was something the Doctor must have been unaware of when he went out this morning to "investigate" with Rainbow.

There was a chance, just a chance, that the answers to their questions might be found there.

"Things always happen fer a reason." That was what Granny Smith had always said.

If that was so, then perhaps she was meant to stumble in on this conversation. That meant she had to do something about it. She had to ask herself, what would the Doctor do?

“He says he’ll do it fer fifty.” Applejack turned back to the draftspony, who balked for a moment before she added, “And if’n y'all need another strong back, Ah’ll go along with ‘im for free.”

The stallion looked at her awkwardly, as if he was trying to determine if she was attempting to trick him.

“Be the same as payin’ fer two ponies anyhow.” Applejack winked, the salespony in her showing through as she smiled. “Jus’ good business, right there.”

Looking back and forth between the Phrench pony and the blonde-maned beauty, the draftspony shrugged, obviously in neither the mood nor the position to argue. “Alright. Just as well that somepony that can translate stay with him. It’s a pain trying to give instructions when the blasted foal doesn’t get it. I'll give you your additional five bits when he collects his day's wage. Deal?”

"Deal." Applejack nodded, not really caring for coins that wouldn't do anything for her in the future, anyway.

The Phrench pony offered a hoof, which the draftspony shook grudgingly before starting off, apparently heading off to find the next laborer that could be convinced to come to work.

“I certainly do not mind the company, mademoiselle. Although, why would you wish to put yourself into such work for nothing?” the black and white pony asked curiously.

“Well, there 're some things Ah wanna…” Applejack paused as she realized she hadn’t directed or translated any of what she told the draftspony towards the Phrench pony yet. “Hey, wait a minute! Y'all speak Roanan jus’ fine!”

“Of course I do. What sort of pony moves to a new city without learning to speak the language? But I will admit, it is always fun to watch the locals get flustered. Besides, you’d be amazed what the boss ponies will let slip when they think you can’t understand them.”

“Eh-heh…” Applejack couldn’t argue with the pony’s wit, thinking perhaps that she had found somepony else that had a problem with authority that might be able to fill her in on the circumstances surrounding Roan’s mystery. Realizing she hadn’t properly introduced herself, she offered him a hoof. “Ah’m Applejack.”

“Pleasure to meet you. They call me Oreo.” The Phrench pony nodded, shaking her hoof with a slight smile before leaning over to kiss her fetlock lightly, thinking this had to be his lucky day. “Francio Oreo, at your service, mademoiselle.”

Studio de Eterna Magnificenza, Royal District
The Pony City-state of Roan
1:26 p.m.

“As you can see, Doctor Right…” Graphis Denarius waved to the floor of the studio below from a walkway that ran around the wall of the second floor of his workshop. Dozens of ponies milled about the room as the smell of paints, oil, and canvas filled the air, easily enough to make anypony dizzy. “…the Duke’s concept is quite feasible. I am only jealous that I had not considered the possibility before. To open a second Studio de Eterna Magnificenza in Ver-Sai in order to increase production would indeed be a grandiose plan.”

Although he was still less than happy to see the noble courier and the Rainbow Sentry turn up unannounced and unexpected on his doorstep, Graphis couldn’t help but grin at the turn of events. To think that the ground-pounder of a Duke had come up with the concept of expanding his glorious work beyond Roan, offering the Phrench equivalent of the Academia de Arte and the artistic resources -- both physical and labor -- of yet another city to continue to distribute the name of Denarius even faster and further across the Twelve Cities.

Of course, he would need to "commandeer" the idea before long. Surely, they could come to an agreement in that respect. After all, they did require his permission to use his notoriety and name to bring the wealth provided by his artistic genius into Prance as well as Roan.

“Oh, eet’s a proper assembly line, I see.” The Doctor forced a smile, watching the scene below. Rainbow watched as well, noting how the entire place was staffed exclusively by unicorns both young and old. Many of them wore cloth masks around their snouts, which she could appreciate, given the smell. Canvases were being passed along down tables, painted on by some, framed by others, while a few of the younger ponies seemed to wander about, passing out small containers of paints, solvents, and brushes. “Oooohh, zat’s clever. Oil-based mineral paints, I take eet? Zen you brush over zem wiz weak mineral spirits to give zem zat faded ‘worn’ look. Quick aging to new art.”

Graphis grinned. “Ah, so you are a student of the arts, yourself, are you, Doctor?”

“Well, I 'ad a few acquaintances zat were into eet. Like my old friend, Vincent. 'E was a bit of a nut, but 'e was very good.”

As the Doctor held Graphis’ attention, Rainbow couldn’t help but feel that, compared to Leonard’s workshop, this place was overcrowded and a little too organized, each pony seeming to have a particular part to play and repeating it over and over. It was a hardworking model of efficiency, as waste was tended to and every resource was measured out for each artist at work.

Rainbow felt that, in spite of the glamor and glitter on the outside, it all lacked even the smallest amount of the wonder she had felt when Leonard had lit those candles the night before, showing them his lonely, humble little shack of a workshop for the first time.

“They don’t seem very… happy,” she noted, looking over the proceedings.

“Happy? That’s hardly a prerequisite for art, my dear Captain Dash. They are working and they are paid well. They can be ‘happy’ when they are off for the day and able to properly pay their bills and expenses, feed their foals, and afford their luxuries. I must say, it is a far more advantageous method than the old way,” Graphis assured Rainbow, grinning as he overlooked the workshop. “Random commissions that took ages to complete as single artists and one or two apprentices labored for months on end, only to be turned down by their patrons once completed, barely making ends meet and more often than not going to sleep hungry. In this way, they not only earn a proper keep, but they turn a profit. Each one attributing to pieces that are on display and shown in every city under the Lady Lunar’s glorious gaze.”

“Under your name.” The rainbow-maned pegasus couldn’t keep the antagonism out of her voice. Every second she spent in the boastful pony’s company further reinforced the impression that Leonard had given them.

“Well, there must be some direction, of course. The nobleponies don’t want pieces from some nameless nopony. They’ve come to expect a certain level of quality in their art, and I, Maestro Sculptor Graphis Denarius, am both able and eager to supply them.”

“Oh, yes. Eet’s a lovely sweatshop zat you’ve got 'ere.” The Doctor nodded, his tone and smile conflicting one another in a fashion that made Graphis pause.

“I’m sorry… ‘Sweatshop’?” Graphis tilted his head to the side, his beret remaining in place so unnaturally that Rainbow couldn’t help but wonder if it was somehow pinned to his head.

“Quite warm in here. No ventilation... Eet must be quite difficult for zose ponies down zere.” The Doctor used a hoof to tug on his collar, his eyes darting towards the nearby steps that led up to a door on the studio’s third floor. “I feel sorry for anybo-- Oh, zat ees, anypony zat ees in zat room for any lengz of time.”

“That would be my office, and it is no bother, I assure you. I have several windows that I keep open to alleviate the heat. Every now and then we have some apprentice faint from the fumes, but they don’t often remain employed for long. Of course, I am quite immune to the scents of my craft, as any good artisan should be.”

Graphis puffed himself up importantly as he continued along the walkway past a wall on the ground floor that separated the working area from another open space, where multiple statues were being set up in a presentable fashion by large earth stallions, and several more elaborately dressed unicorns were levitating framed canvases into place along the walls.

“Oooohh, are you planning a party, Maestro?” the Doctor asked, noticing the luxurious rugs being pulled in and unrolled as Rainbow moved to his side. She whispered quietly in his ear as Graphis again moved forward in a dramatic fashion, far more interested in hearing himself speak than paying mind to a quiet exchange between the two touring guests.

“More of an exhibition. Tomorrow night, we’ll be celebrating the success of the studio as the premiere of Roanan high society for three years counting. Of course, everypony that is anypony will be here. I had thought perhaps to extend my invitation beyond Roan, but I did not wish to impose on the Duke to make such a trip.”

Graphis turned back to the oddly dressed Doctor Right in time to see him nod slightly to his bodyguard before turning back to the Maestro again, agitating the noblepony a bit, as he preferred to keep himself in the center of attention when he was "entertaining."

“So sorry, Maestro, but while zee good Captain 'ere ees quite used to battle and flight, zee fumes of your workshop are going a bit to 'er 'ead. Could we per'aps move down to zee ground level zere? I would also very much like to see zee Piéce de Resistánce of your already remarkable set of works.”

“I’m sorry, I am not familiar with that term…” Graphis looked confused for a moment, unsure of what the Doctor was referring to.

“Zee Genuine Article, my good pony. Zee Cream of zee Crop. Zee Best in Show. After all, one cannot recreate zee grandiose studio of Maestro Graphis Denarius wizout a closer look at 'is statues. To fully appreciate such magnificence zough… per'aps a bit less distraction would be in order? You see, I 'ave never 'ad zee opportunity to observe your work before... I am quite excited by zee prospect.”

For just a moment, the grey pony seemed uncertain, shuffling a bit on his back hooves before a large, painted grin formed on his face, and he regained his composure.

“Oh, of course. A private viewing is always prudent for such prospective clientele. I believe the good Duke has already acquired one or two of my pieces, but given the circumstances...” The pony clopped his hooves together, bringing the attention of the workponies and unicorns below up to the second floor catwalk. “A moment, my friends, if you would please. Take a break. We have customers of the highest quality.”

There was no question of the order as the workers set down the statuary they were working to arrange where they stood, and the unicorns turned to file out. As Graphis led the Doctor and Rainbow Dash towards the stairway down to the main floor, only one pony paused to look up at the "customers of the highest quality."

As the others filed past him, the white-robed beige unicorn’s eyes went wide for a moment before he lowered his head and tried to remain casual, strolling out of the exhibition hall before breaking into a trot to find the nearest apprentice.


“Oh, now zis ees zee real thing, ees eet not?” The Doctor moved around the statue with a grin, his tone one of giddy excitement. “Absolutely splendid! And so lifelike! Why, zis must 'ave taken you forever… No, forever and a day to properly craft. I wonder, do you apply zee same technique to your sculpture as you do to your canvas works?”

Graphis beamed, bathing in the praise while he looked over the piece: a mare carved from solid white marble, in a fanciful pose, seated on a bench with a lovely smile. An umbrella was clenched in her teeth and open as her hair, delicately and painstakingly carved from the stone, gave the distinct impression that each hair was a single stone strand. Completely undressed, the mare's cutie mark was a very lightly stamped relief of a sunflower that was perfectly positioned on her flank.

A few short steps away, Rainbow was looking up to a regal-looking sculpture of a pegasus soldier, his expression proud and stoic with one hoof up in a salute, and a spear-like lance mounted to his other shoulder. At the base, there was a full recreation of grasses and flowers, perfectly rendered in the grey stone.

“Oh, no. The statuary is my ‘specialty,’ and I alone work with it,” Graphis announced proudly. “Some years ago, I formulated an entirely original technique that allows for the most remarkable detail to be imparted into the stone by a fusion of magic and craftsponyship. These are a few of my latest works.”

“Impressive... So, would you per'aps be able to teach zis to ozer ponies? After all, if zee Phranchise ees to survive, zey would need to be able to reproduce zese most remarkable of works.”

“Nay…” The artisan’s tone took on a suddenly harsh prospect at the suggestion, his voice hitting a whinnying sound as if taking personal insult for a moment. “These works are mine and mine alone. Any unicorn can levitate a brush or stroke a pen, but only Graphis Denarius himself can create these works of utter magnificence.”

“I see…” The Doctor’s grin didn’t break in spite of the sudden severity of the artist’s tone, which had also gotten Rainbow’s attention. “So, I suppose zat asking you to show us your technique would be…”

“Absolutely out of the question, I'm afraid.” Graphis forced a smile. “I must keep up the ‘mystique’ of my craft, of course.”

“Of course.” The Doctor smiled back, the gears in his head churning away as a small unicorn suddenly came rushing into the exhibition hall.

“Maestro! Maestro!”

Any strained pleasantness in Graphis’ voice was gone in an instant as he turned, glaring spitefully at the interruption. “What could you possibly want, foal!? Can’t you see I'm in the middle of something important!?”

Rainbow was pained and angered as she watched the young apprentice, barely more than a colt, cringe and wince at the so-called "genius'" posturing and harsh tone. Looking to the Doctor, her expression asked simply if they were going to do something. Much to her disappointment, the Doctor kept his false smile in place and shook his head slightly.

“I-I’m sorry, Maestro. D-Duke Denarius is here,” the apprentice stammered. This admission seemed to rock Graphis back on his hooves, all else forgotten. “He wishes to see you immedia--”

The colt didn’t even have a chance to finish before he was all but bowled over by Graphis, who galloped away at top speed towards the exit.

“Maestro! Maestro, wait!” The young colt followed quickly in his hoofsteps out the door, leaving the entrance to the half-finished exhibition hall open barely a crack, with Rainbow and the Doctor alone inside.

“Well… that was convenient.” Rainbow smirked, although she kept her tone low. “About time he left. Seriously. I’ve never wanted to kick somepony in the head so bad in my entire life.”

Too convenient…” the Doctor remarked, his accent finally shifting back to its natural, lilting state as opposed to his cringe-worthy Phrench approximation. He shook his head as he took advantage of the time they had, turning towards the statue of the mare on the bench and flicking his hoof forward, extending the sonic screwdriver which whirred and squealed in a high pitch. “This is bad... Yes, this could be very, very bad.”

“What’s wrong?” Rainbow asked, not following.

“We might have a minute. Two minutes, tops. Here, hold this, I need both hooves.” The Doctor offered his right hoof to Rainbow, who had to look at him for a moment before she realized what he was asking.

Very carefully, she took the crystal end of the sonic screwdriver in her teeth and pulled it free of its cradle in the hoof-band, flipping it around and setting it to her own hoof while the Doctor moved very close towards the mare statue’s head.

“I'm sorry…” he whispered softly, apparently to nopony as he leaned towards the statue. “I am so, so sorry.”

Ever so gingerly, Rainbow watched as he leaned his hooves forward around a stone strand of the statue’s hair, and very carefully started to push and pull it until it snapped free. Unsure as to what the Time Stallion was up to, Rainbow then looked to the metal tube with the crystal top in her hoof.

How does this thing work, anyway? Couldn't he just use it to break the stone and--


Rainbow jumped suddenly as she felt the device vibrate and pulse in her grasp, causing her to fumble with the screwdriver while it continued to sound off loudly.


Rainbow spun around, as did the Doctor, just in time to see the stone statue of the pony soldier fall off its base and crash into the ground, cracking along one side while the stone lance snapped off completely.

Rainbow stood frozen for a few seconds as the Doctor put the stone strand of hair into the satchel at his side, then rushed over to her, snatching the sonic screwdriver out of her hooves with his teeth and setting it back into his hoof-band. “Not a toy!”

“Awwwwww…” Rainbow couldn’t help but whine as the ultra-cool sonic device was taken away from her. “It’s not my fault. It’s not like I knew it was going to--”

“Rainbow.” The Doctor’s tone was quick and razor-sharp, cutting her off as he looked around frantically for a moment. “Go out that way through the work area and out the backdoor. You remember what you asked when we were up there a few minutes ago?”

“You mean about--” Rainbow didn’t know why he was suddenly in such a rush, but she was cut off again.

“Go, do it, and get back to Twilight and Applejack. I’ll hold things here and meet you back at Leonard’s as soon as I can.”

“Why? What’s…?”

Rainbow’s ear twitched slightly. She could hear hoofbeats… a lot of very heavy hoofbeats… pounding on stone and coming quickly in their direction at full gallop. The Doctor must have heard it too, because he looked towards the main entrance door with a hard, dangerous expression.

“Go,” he said simply.

Rainbow didn’t hesitate to follow the instruction, moving as fast as the bronze armor would allow her out of the hall and leaving the Doctor behind.

The door to the exhibition hall, which had been left open only a crack, suddenly burst open as Graphis Denarius strolled back into the room, his expression angry and without any of the "good humor" that he had been forcing moments before. Behind him, eight burly-looking draftsponies slowed and kept in his wake while the Doctor noted the white-robed form of the unicorn Critique Leonard had named Castagno, moving with a smug expression to Graphis’ side.

“Oh… Hello, again.” The Doctor smiled as the large earth ponies took up an intimidating stance opposite of him, the broken statue laying out past his flank. With a slight look back to the now damaged masterpiece, the Doctor’s smile didn’t falter as he added, “Just so you know… I can pay for that.”