• 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. 5: The Dangers of Wandering Off

Chapter 5: The Dangers of Wandering Off

Studio de Eterna Magnificenza, Maestro's Office
The Pony City-state of Roan
26th of Summer, 1491 A.R., 2:02 p.m.

The third floor office of Graphis Denarius itself was quiet this afternoon, even as the muffled sound of activity could be heard from the floor below. With the midday sunlight pouring through the stained glass windows and washing the floor and walls in a softened, colored light, the room sat exactly as the Maestro had left it more than two hours earlier when he had gone to greet his unexpected guests, and give them the full tour of his shop.

That is, until one of these windows was gingerly pushed open by a blue hoof from outside.

Her heart pounding in her chest, the aptly named Rainbow Dash poked her head in through the large window and looked about the office. She had never done anything like this before, and while she was almost trembling with the fear of what might happen if she were caught, she couldn’t deny that this was beyond exciting.

She pushed forward, her wings flapping quite hard to keep her level and airborne as she carried herself and her heavy bronze suit of armor in through the window and tried to land on her hooves as quietly as possible.

Jeez… Cozy enough?” she muttered under her breath, taking note of the waterfall reproduction and of the stone floor that had been polished to the point that she could see her reflection. Baskets of flower petals were arranged all over the room in a blatant attempt to overpower the smell of the oils and paints from the floor below. “Yeah, ‘immune to the effects,’ my flank. You spoiled, pampered brat.”

Rainbow figured that there might be some clue as to Denarius’ part in all of this in his office. As the Doctor had pointed out to her when they were looking for the place itself, it did seem awfully convenient that the disappearances Leonard described began shortly before the arrogant noblepony had opened his shop. She wasn’t sure what he was up to, but after having spent well over two hours in the company of "Lord Denarius," she certainly wasn’t about to put anything past him.

Rainbow never in her life imagined she would meet a pony more stuck up than the nobility she had encountered at the Grand Galloping Gala, let alone somepony that would be more arrogant and two-faced than Prince Blueblood as Rarity had described him. But then again, she never imagined meeting a time traveling alien pony and then ending up in Roan during the time of Astrolia’s Reign, so perhaps this wasn’t such a hard thing to believe.

Moving forward as stealthily as she could, her eyes darted about for any warning signs that she might be detected while her ears strained to hear what was happening downstairs.

She had gotten out and around the building as quickly as possible while weighed down by the Phrench armor, drawing a fair amount of strange looks from the ponies in the paint rooms, but it apparently was not worth dropping what they were working on to stop her. And judging by the lack of stomping around or shouting, she guessed the Doctor was still down there with whatever had come at them a few moments before, probably doing what Twilight said he did best: talking. She didn’t like leaving him behind like that, but she had to assume that the Doctor knew what he was doing, and she should make use of whatever time he could give her.

Now that is a pretty big desk. There's probably loads of stuff in there.

Rainbow hop-fluttered over to the paper-strewn desktop and tried to sit back on the pile of pillows without her haunches knocking them about. She didn’t want to leave any signs that she was there, after all. But as she settled a bit, the pegasus looked over the top of the desk, a messy pile of parchments and notes, and started to nudge some of the pieces out of the way with a hoof as she tried to get an idea of what was in the papers and scrolls that had been laid all about on it. She found herself wishing there was some way to simply find exactly what she was looking for right away. Where was Pinkie Pie when she needed her?

"‘In Regards to Requests of Commission’… ‘Record of Delivery’… ‘Quarry Invoice’… ‘Receipt for Imported Shetland Wine’... Blah, blah, blah..."

For the most part, nothing really caught the pegasus’ eye. Business documents for material deliveries, payroll deductions, (Wow. She thought Graphis said these artist ponies were well-paid, not thrown breadcrumbs,) and references for what cities certain lots of duplicate canvases were to be shipped to for sale. Set into a more organized stack off to one side was a pile of letters asking for specific pieces, complete with sketches of poses, features, and details that were desired. She didn’t recognize any of the seals or heraldry at the bases of these letters, but she was able to guess that these were all from rich and important ponies of the age. Overall, it was anything and everything that would be expected in a businesspony’s paperwork.

Ugh… Booooring… she thought, rummaging around a bit longer before noting the drawers that were set on the backside of the desk. There had to be more than this. Perhaps there was something a bit deeper. That would make sense.

And much to her delight, the drawer was not locked. It was obvious that the "Great Graphis Denarius" never expected anypony but himself to be behind this desk.

As she opened the drawer, Rainbow tilted her head in confusion. “What the...?”

Reaching inside the drawer, Rainbow drew back her hoof with a golden chain looped around it, dangling an oddly shaped pendant of crystal. Shaped like a backwards number "3" with a stylized line and mark drawn at the end like a backwards check-mark running through the top of it, the emblem was unlike anything that she had ever seen before, and was a far cry from "fashionable" if what she had seen of Roan was anything to go on.

“Weird…” She set the pendent on the desk, trying to keep note of where she had gotten it so she could put it back when she was finished.

Reaching in again, the pegasus pulled a worn and used-looking book from inside that had a leaf of parchment stuck between the pages, like a bookmark. A ledger, perhaps? Or a journal? She could only hope. Regardless, it was the thing under the book that really got her attention, as an assortment of glittering gems lay in a small basket at the bottom of the drawer.

Rarity would have squealed with delight at the size and beauty of the polished jewels, but given how gaudy everything else in the office was, Rainbow couldn’t help but wonder why a vain pony like Graphis would've hidden them away like that.

Opening the book she had found, her expression went from confused to full on puzzlement. “Oooookay?”

For you, my love.
My Sun, My Moon.
My World, My Tune.
As shunned we are,
in the Night.
Your Touch remains,
my one Delight.

Rainbow had to put a hoof over her mouth to keep from gagging as she absorbed the horrific verse. What in Celestia’s name was this!?

Closing and turning the book to look at the spine, Rainbow’s revulsion turned back to puzzlement.

Words of Love, by Cazza Nova, Baa-Celonian Scholar of Mares

A book of love poetry? Worse, a book of bad love poetry?

Rainbow opened the book again, flipping through the pages and taking note. From the very first page, entire lines had been marked out and crossed through, pages counted off towards the most recently marked. As she scanned over them, she couldn't help but feel like there was something strange about the words she was reading. Every time she flipped a page, she got the discomforting impression that the words were shifting, changing, just before she looked at them.

Was this in a different language? The Doctor said that the TARDIS translated writing, so this could have been in actual Baa-Celonian if that was where the writer was from.

And then she took a look at the bookmark parchment, where words were written in a more flowery script that was obviously made by a unicorn’s quill-strokes.

For you, my love.
My Sun, My Moon.
My World, My Tune.
As shunned we are,

“You arrogant… thieving… rat,” Rainbow muttered under her breath, shaking her head in disgust.

Leonard had painted a very distasteful picture with his stories of Graphis Denarius and how he tended to steal and claim credit for other ponies' work back when they were students together, but this seemed to be something that he didn’t grow out of in the least as an adult stallion. She knew that there was a proper word for this kind of creative theft, even if she couldn’t remember what it was at this point.

So there was some mare out there that had got his attention, and he was out to impress her with a shamelessly stolen love poem. Maybe that was what he was hiding. Hardly evidence of wrongdoing besides a horrible taste in poetry -- and expensive tastes, if the gems were any indication.


A muffled, but defined sound of something breaking from below snapped Rainbow from her thoughts as she realized that something was happening downstairs. Chances were that whatever window of opportunity the Doctor had bought her was running out.

Carefully setting the book and the pendent back and away in the drawer, she started to worry that perhaps she had been wrong. Perhaps there wasn’t any real connection between Graphis and…

Rainbow paused as something she hadn’t noticed before caught her attention while looking up: a piece of parchment, lying in the corner of the office towards the door that led down towards the second floor catwalk. Vaulting over the desk and trotting lightly on the polished stone floor, Rainbow moved to the parchment, still listening as pandemonium seemed to break out on the floors below, with muffled shouting and panicked cries reaching her ears through the stone.

Thinking she may not have long left, Rainbow bent over the battered, slightly torn yellowish parchment and picked it up, turning it over in her hoof. The illustration on the front was expertly done, with notations written out in a quick and slanting script. A pony-bike-like design with flapping wings attached to a set of pedals that…

Rainbow’s eyes widened with realization. She had seen this the previous night, only minutes before it had been destroyed in Leonard’s shop. This must have been one of his concept sketches.

What was this doing here!? How could one of Leonard’s sketches have found its way from the Craftspony District to--


Rainbow’s heart skipped a beat, and a cold, moist sensation tickled the back of her neck and down her spine.

The sound was coming from right behind her ears.

In a frantic realization, Rainbow jumped and turned at the sudden presence, attempting to pull her legs up in a defensive fashion.

For a moment, just a moment, she saw the most beautiful display of colors that she had ever experienced; a spectrum of sparkling light that even she had never imagined assaulting her senses with splendor enough to stop her in her tracks.

And then… there was darkness.

Studio of Leonard DiHoovsie, Craftspony District
The Pony City-state of Roan
2:55 p.m.

The elderly, blue-furred mare wrapped in a simple apron and skirt, Miss Keeper (Inn to her friends) had been the owner and proprietor of the Mare’s Rest Inn since her father, Bar, had passed away nearly forty years earlier. And throughout all of those years, two husbands, four foals, and a lot of hard work to reach this ripe old age where her fillies ran the inn itself and she seeped tea for their few regular customers, her only regret had been selling the old, dilapidated wagon storage shed that was affixed to her inn to the colt of a childhood friend.

While she was personally fond of the enthusiastic young artist, going so far as to remind the absentminded scholar to eat when he got carried away with this or that project, she had to admit that there were times when his experiments had a poor effect on her business. Such as his work creating colored smokes by burning metal shavings a couple of years back, or his "attempted" flight off the roof of the Mare’s Rest just over a season ago, which had made several of her local customers avoid the common room for weeks afterwards in suspicion.

But not since that long-ago griffin raid where she lost her father and inherited her livelihood had she seen the sheer amount of damage that she could now take in as she opened the door with a small bag of hay and oats set across her back.

“WHAT IN ASTROLIA’S NAME HAPPENED IN HERE!?” Her scratchy voice echoed off the remaining bits of wall as she heard snickering and rushed conversation from inside the shop.

A large dent had been made in the pile of debris now, not that she realized that. The enormous mess was broken down into sections, with wooden paneling from the roof set outside the missing door and pieces of the various works set off to another side.

Moving out of the doorway that led to her kitchen and down the steps into the workshop itself, she turned the corner at the door to see the yellow-furred stallion alongside a lovely violet mare, the two of them leafing through a set of papers and engaged in a full gallop discussion.

“But what I don’t understand is this one… Conjuration is a viable twelfth form of Transmutation Magic. You didn’t have to cross it off the list,” the female stated.

“But it’s still creating something from nothing. That’s not like Alchemy or Direct Alteration. So it stands to reason that the formation of physical objects from nothing would fall under the heading of Creation Magic,” Leonard shot back.

“Creation Magic is a myth, you said so yourself on page eighteen: ‘Magic and matter are constant. As such, no object can ever be completely destroyed, but is broken down into smaller parts.’ That applies to the opposite as well. You see, contrary to popular belief, Conjuration is not from nothing, but formed from magic. All of the materials are right there in the air waiting to be plucked out, sorted, and put back together. When a piece of wood breaks or fabric rips, all the little bits that once held them together are released into the air. All Conjuration does is put that back together.”

“In theory.”

“In practice.”

“When was it practiced?”

“...Recently...” the purple unicorn trailed off vaguely.

“I didn’t know the Prance Academia was that advanced. I would have thought I might have heard about that breakthrough.”

“Oh… uh, personal study. Feel free to use it. You know… to finish the thesis.”

“Well… it’s not really a thesis, just some notes. Not that it will ever be published.”

“Hey, you never know,” the mare responded coyly while lolling her head.

“Leonard?” The old innkeeper shook her head, unable to keep up with the back and forth between the two as she looked curiously to the purple mare. “Leonard, what’s all this?”

The beret-wearing stallion looked up with a start as if only just realizing her arrival, jumping to his hooves and rushing over to her. “Oh, Miss Keeper. Um…” He looked around at the nearly demolished shop before responding with a faint smile, lowering his voice. “Progress. Just a bit of a… um… hiccup, you know. Didn’t quite…” He paused for a moment, reminded of the strange events that had taken place the night before, and surprised at how quickly it all seemed to be put behind him. “…work out as I had expected.”

“That's not what I was talking about…” The old mare nodded her head to one side, acknowledging the mare. “Who’s she?”

“Oh! Um…” Leonard took a glance back to Twilight, who was hardly left out of their less than discreet conversation as she waved a hoof pleasantly to the older pony. “Well… she’s… ummm…”

“She’s a filly?”

“Well, yes, she is, but I don’t--”

“And she’s with you?”

“And she’s with…” The blonde unicorn suddenly cringed in realization of where the old mare was going, and backpedaled furiously. “Not at all! That is, she’s... well...”

“Is she rich?”

"Miss Keeper! That is hardly an appropriate--”

“Well, she looks good and she sounds smart, so if she’s rich, you’ve gone and hit the honeypot. In that case, you need to stop prancing around and stallion up.” The old mare smirked knowingly, an expression that rather reminded Twilight of Granny Smith when she was in one of her more "alert" moods.

“Miss Keeper, I really don’t think that--” Leo started, shuffling uncomfortably on his hooves.

“I’m just surprised. I mean, I was starting to think that you were, you know… a colt cu--”

Miss Keeper! Thank you! Thank you! I greatly appreciate your kindness. Now, if you could just…” Leonard’s eyes widened in horror and he forwent any further subtlety, taking the small bag of food that the mare had brought off her flank while moving alongside the elder mare and nudging her with his head to push her back towards the door with some apparent difficulty.

Twilight couldn’t help but suppress a snicker as the mare allowed herself to be ushered away, just putting up enough of a fight to get a few more words in. “You know, you're not getting any younger, Leonard. And, really, do you think you can do better? Because I rather doubt it.”

Good day, Miss Keeper!

“Oh, and by the way, you'd better not be expecting me to pay for repairs here.” The blue-furred mare’s tone became more serious as she was pushed out of Twilight’s line of sight, even as the unicorn managed to keep up with the conversation. “Just be grateful whatever you went and blew up this time didn’t scratch the inn, or we’d be having a very different conversation right now.”

“I wouldn’t dream of it, Miss Keeper. Just… do me a favor and stay inside until I can effect repairs.” The artist sounded a bit worried as he gave a final shove against the old mare’s side and shuffled her back into the kitchen and out of the workshop, a soft yellow glow enveloping the door and pushing it closed.

With a slight sigh, Leonard’s shoulders drooped. “Terribly sorry about that, Twilight. Miss Keeper means well, but you’d think she was my mother the way she treats me like a colt, sometimes,” Leonard apologized sheepishly, rubbing one leg with his forehoof.

“Don’t be. I think it’s sweet.” The lavender unicorn smiled understandingly. “I know how you feel, though. My parents are constantly onto me about this or that, trying to treat me like I’m still their little filly.”

Twilight breathed out contemplatively as she considered this. Everything she knew was so far away now. Three thousand years away, in fact. It really did put everything she had taken for granted about her life until recently into perspective. She was definitely going to have to write to them as soon as she got back to Ponyville.

“If only I could be so fortunate…” Leonard lowered his head a bit, his expression falling.

This simple admission brought a new set of questions to the front of Twilight’s mind as she shuffled the pages of A Study of the Miraculous together in the proper order and set it aside in order to be face to face with Leonard, respectfully keeping a few paces back.

“Oh… I’m… I’m sorry, Leo.” Twilight could guess from his suddenly dropped attitude what had happened. “Can I ask…?”

“Colic outbreak.” Leo sighed as he confirmed her suspicions morosely. “Two years ago. I had just taken over this shop when I got the news.”

“...I’m sorry,” Twilight repeated.

“I had hoped to move them here with me after I got established.” Leo gave a solemn nod, lost in memory for a moment as he started talking in spite of himself. “Hoovsie was always prone to… hardships. It’s just a little village outpost outside Fillyenze; pretty much where the nobility sent minor officials and troublemakers to keep them out of sight and out of mind. My parents were moved there after my mother fell pregnant with me.”

“Why?” Twilight asked, having a difficult time wrapping her mind around the reasoning behind such a thing.

“Because it was an embarrassment for my father’s employers. You see, my sire was a unicorn notary. He designed, set, and affixed the seals that nobles used to authenticate their documents. You know, to prevent forgeries and such. And he was very good at what he did. The nobility needed his work. Then, he met my mother, who sold flowers on the streets. Just a common, everyday earth mare. By her own reckoning, nothing special about her… And they fell in love.”

“There's nothing wrong with that…” Twilight remarked, shuffling a bit closer.

“The nobility seemed to think there was. Even the Noble House of Earth didn’t care for the fact that anypony they kept under their personal employ would ‘associate’ with a commoner. And when my mother found out she was with foal, my father had every chance and opportunity to deny it and go on with his career.”

Twilight listened in mute awe as Leonard related the tale, taking another short step forward. None of this was ever mentioned in the history books, that much was certain.

“But he wouldn’t give her up. Even after the nobility ‘subtly’ transferred the Notary’s Office to the desolate little village of Hoovsie, he refused to back down. Even when they paid him a pittance of what his work was worth due to ‘cutbacks,’ he stayed with her, and they raised me together. My mother, Astrolia bless her, always used to say that I would change the world. And there were a few times that… that I actually started to believe it myself.”

Twilight remained silent as the blonde-maned artist fought back a deluge of tears, coughing slightly in his throat to cover up the feelings brought up by the nostalgic memories.

“They were the reason I became an artist, you know. I studied all of the various sciences, think I managed to grasp them fairly well, and I still tinker with them from time to time, as you can see. But I never was very good at keeping focused on anything for a long period. I couldn’t choose a vocation, but I knew that it was in the Academia that I could prove myself, if for no other reason than to show that I could. That the colt of some ‘ground-pounder’ and a unicorn pariah could outperform all of the blue-blooded, tutor-educated nobles and make a mark in the most advanced and admired field on Equis.”

“And you did…” Twilight moved one more step closer towards to the artist.

Leonard looked up, now nearly nose to nose with the purple unicorn and able to see his own reflection in her deep magenta eyes. “...What?”

“You will, I mean.” Twilight’s tone was soft and assuring, as her eyes danced to the side bashfully. “You’re still just starting, Leo. And soon enough… the rest of ponydom will see what I see now.”

“...And what’s that?” Leonard asked softly, heat rushing to his face as, cautious and unsure, he leaned a bit more forward, their horns nearly touching as his began to admit a soft yellow glow.

The purple mare’s heart fluttering, she craned her neck to meet him, her own horn glowing with a violet aura as their eyes drew closed, guided as much by instinct as magic.


Leonard and Twilight’s eyes opened wide in unison as both unicorns pulled back, their racing hearts dropping to the pits of their respective stomachs as the voice of the Doctor pierced their cozy bubble of perception and brought stallion and mare crashing back to reality.

“Doctor!?” The fur of Twilight’s face had nearly turned completely crimson in embarrassment by the time the Hourglass Stallion came galloping into the shop at full speed, moving up to the pair as they reflexively attempted to make it seem as though nothing had happened.

Moving around and behind her, the Doctor rather quickly and awkwardly put his hoofs against Twilight’s rump and pushed her forward a few steps before doing the same to Leonard, who winced as his bandages were pulled taut, reminding him of his still-sore flank.

“Hey, what are you-- What’s going on!?” Twilight cried out, now completely snapped out of the moment as she tried to make sense of the Time Lord’s sudden appearance and shoving.

“Kind of just stirred up the hornet’s nest! Got to go, now! Where’s Rainbow!? She should have beaten me back here!”

“Rainbow? I haven’t seen her since she left with you this morning. What in the name of--”

“Where’s Applejack?” the Doctor cut Twilight off as Leonard was once again shocked by the sheer whiplash manner of the Doctor’s speech and movement as he quickly darted to and fro, taking in all he could about the shop as if searching for some clue of the whereabouts of the orange farm pony.

“AJ? I don’t know. She went out a little while ago,” Twilight replied, just then realizing that perhaps her friend had been gone a bit long for just a quick walk like she had said.

“Went out? WENT OUT!?” The Doctor rolled his eyes, his tone annoyed and frantic as he moved towards the open door and looked about for a moment. “Went out where!?”

Twilight drew back in thought. Where had that cowpony gotten off to?

Denarius Quarry
Countryside of Roan
At that very moment

Applejack smirked slightly at the four large earth stallions, hitched two to a cart, gawking at her while she trotted briskly past them pulling a wagon of the same size, feeling quite in her element despite more dusty conditions than she was used to.

Then again, they may have been simply taking note of her backside, as she had stripped off the trousers that had been itching against her powerful hind legs some time ago, leaving the socially acceptable shirt and her hat in place as she continued to outpace every other pony that was working to pull the carts.

True, it wasn’t farm work -- something that she could attest to with her eyes closed. She missed the smell of fresh produce, the feeling of soft soil underhoof as opposed to the smooth, solid stone of the ramp she was pulling the cart across. But, compared to the sometimes muddy and difficult conditions of Sweet Apple Acres, and the size of the wagon bed hitched around her back, this was far from the most difficult labor she had ever managed. A slight modification to the two wheels’ location on the underside made all the difference and allowed most of the weight to be set on the wooden wheels while the other carts put more weight on the ponies’ backs.

Who said that farm ponies were ignorant?

It was still a tough task, but even having worked up a sweat now after repeating the action of bringing the scrap stone up a ramp to the edge of a cliff for dumping multiple times, Applejack still kept her pace and pulled her cart up to the spot where Oreo was waiting for her.

Looking out to the magnificently carved cliff-side all around, a pony-made valley cut into the craggy ground and forming layer after layer of exposed rock face for mining, one thing was for sure. If nothing else, this little side job she had gotten herself into had been educational.

Among other things, she had learned that this quarry had been the entire reason that Roan was built where it was to begin with. Her new friend, Oreo, had been keen to talk while she rested between hauls, filling her in on the history of the quarry itself. As she had learned, this area south of the mountain range the Northern Griffins called home was settled after some major conflict, and the Denarius Family, which had been originally bequeathed the infertile land, had risen to wealth and power through the control of the quarry. Then, about three hundred years past, survivors of a terrible earthquake in Poni-Peii (a city whose name she barely remembered from her days in school) had relocated to the solid foundations surrounding the quarry, where the stone underhoof was so much more stable than the softer earth that was common further south. The Lady Lunar had elevated House Denarius to their current status as upper-tier nobles in exchange for the land that Roan was built on, and their entire fortune since had been built from the stone of the quarry used to build Roan itself.

As Oreo went on and on between his shifts of sorting the rocks Applejack brought to him, she had also learned that many of the most experienced stoneworkers and quarry employees had been going missing over the past couple of years, causing most local commoners to shun offers of work in the "haunted" quarry, and forcing the Foreponies to turn to other sources; chiefly immigrant labor, such as Oreo himself.

“And that is twenty, Mon Cherie. Last one.” Oreo grinned, amazed at how quickly the two of them had gone through the day’s lot of work. Something that most teams took hours upon hours to do, with both ponies loading, pulling, and unloading the slag together. “I should have met you months ago!”

“Not likely…” Applejack replied, lowering her shoulders to allow the wagon to rest on its stirrups and using one hoof to deftly unbuckle the strap around her midsection. “Ah’m jus' visitin’, anyhow. Don’t plan on stickin’ ‘round fer very long. Gotta get back ta mah friends and family.”

“Neither had I.” Oreo smiled as he climbed up into the cart and started to pull small chunks out of the pile, rolling them in his hooves and trying to determine what was waste and if any of the pieces might be suitable for some other purpose. Applejack had learned that if the quarry ponies saved good pieces that might have otherwise been thrown away, they could earn extra bits for them. “Planned on staying, that is. I’ve actually been meaning to ask, where’s home?”

“Ponyville,” Applejack responded without thinking, sitting back and taking a break.

“Hmm... I’m not familiar with it. Is that near the city of Shetland? Or more towards Trottingham?”

“Nah. Everfree Province, Equestria.” Oreo looked up with a puzzled look, although it took a moment for Applejack to understand why. She then cringed sheepishly. “Oooohh... right, hasn’t happened yet.”

Time travel was very confusing.

What hasn’t happened yet?” Oreo’s confusion turned to curiosity.

“Well…” Applejack thought for a moment about how to answer, not wanting to lie, but also understanding the Doctor’s earlier warnings and how she might be seen as a madmare, or worse, if she started babbling the honest truth to these ponies. “Suffice it ta say, Ah’m from a long, long way away. Me an’ mah friends came here wit’ this… sorta… explorer pony. Ya know, one a’ them adventurer types.”

“Ah. I see how it is. To be so far from home, swept up in what is going on around you. It was the hardest decision of my life to leave Prance on my own. But at least you have somepony you can trust leading the way.” Oreo nodded, resuming his work.

“That’s jus' it though,” Applejack found herself thinking aloud again. “Ah only jus’ met ‘im.”

Oreo looked up to her again, although she was now looking down towards the bottom of the quarry valley, where several small ponds had been formed from rainwater the night before. The ever-larger rings of walkways around the quarry edge itself spiraled outwards from the lowest point, where a bedrock of stone was pitted with craters that provided a "catch-all" for the water cast off the stone.

“He’s almost a complete stranger… An’ Ah didn’t even think about it that hard. Ah just sorta… followed ‘im.” Applejack was chewing on her lip again as she considered this fact.

“I understand how you feel.”

“Huh? Whatcha mean?”

“Well, just this morning, I was planning on staying cozy and snug in my room back in Roan. And the next thing I know, this strange mare comes out of nowhere and I’m following her all the way back into a haunted quarry.” The black and white-spotted pony smirked slightly, his accent flourishing as he flipped a crumbling bit of shale stone over the edge, and Applejack watched it bounce and tumble all the way to the bottom of the quarry.

“It’s not the same thang.” Applejack snickered a bit. “At least Ah’m not leading ya inta…” She paused as something caught her eye down in the quarry bed: a sudden glint of something golden moving against a backdrop of grey and disappearing suddenly into the stone. “…danger…” Applejack’s tone dropped as she squinted her eyes, trying to again catch that glint or determine if it had simply disappeared.

“Well, I don’t know, mademoiselle.” Oreo shrugged, still working without realizing Applejack’s sudden change of tone as she continued to scan the area below them for a sign of that glint. “Roan is certainly not the vacation spot it used to be, what with all of the troubles and the situation with the Lost, but it has its charms so long as a pony keeps his head down. For example, you have the finest Academia in the Twelve Cities here, as well as--”

“Oreo, what’s down there?” Applejack interrupted, pointing a hoof to the bottom of the quarry.

“Hmm? Oh, nothing except rocks and slag. That is the bedrock; too hard for anypony to dig into. See those pits? As I heard it, they used some sort of explosive magic powder to try and dig deeper a few years back, but it was too dangerous to keep using it, so Duke Denarius had them stop. Since then, the digger ponies have been trying to widen the quarry around the top rather than go down deeper. It’s part of the reason they have so much of this waste. Everypony knows the better rock is deeper in the ground.”

“Is anypony down there?” Applejack asked, leaning over the edge of the cliff as she stared straight down.

“No, why would there be?” Oreo looked out curiously, following her gaze. “It’s just a solid rock wall down there. And if there was somepony, you would be able to see them from here, or any place on the upper levels.”

“Ya sure about that?” Applejack started moving away.

“Mademoiselle? Applejack? Where are you going?” the stallion called after her.

“Dunno. But somethin’ ain’t right, here.” The orange farm pony trotted towards the ramp-like walkway that ran around the edge of the quarry, heading down towards the bottom of the depression itself.

Oreo considered for a moment. He had just about finished up his day’s work well ahead of schedule and could easily leave to collect his fifty bits at this point. There had been far too many ponies going missing to make it worth gallivanting off after some curious filly he had only just met. Letting her go and staying back would be the safe thing to do. It was the smart thing to do.

...And it was times like these that Oreo wished he was smarter.

“Hold on, Applejack!” The Phrench pony hopped down from the cart and rushed after her. “I’m coming too!”

Studio of Leonard DiHoovsie, Craftspony District
The Pony City-state of Roan
3:03 p.m.

“Rainbow Dash and Applejack? Both of them? Oh, for the love of… One simple instruction: Don’t wander off, I say. You know, once, just once I would love to meet somebody who actually listens to me!”


“After over seven hundred years of traveling, you'd think I would get used to being ignored on that front, but nooooo.”


“Really. Humans, ponies, and everything in between. It doesn’t seem to matter. The only thing that still surprises me about it is the fact that I am still surprised.”


“Oh, yes, Twilight?” The Doctor was broken from his moment of self-reflection as the unicorn’s decibel level had forced him to fold his ears back -- a rather interesting sensation if ever there was one. That’s something his humanoid shape could never do.

“Rainbow was with you. Why would she be here?” the unicorn asked.

“We had to split up, and I figured, given her speed, she would beat me here easily. I suppose, then, that it’s a good thing I managed to get here before the guards.”

There was silence in the studio.

“What… guards…?” Leonard looked stunned as he asked.

The Doctor inhaled sharply. “Oh, right. I suppose I should have mentioned that earlier.”

Almost as if on cue, there was a sudden echoing of sound from outside the open door: the sound of heavy hoofsteps and bronze armor shifting and clinking against itself.

“Well, Leonard, Twilight, if I may make a suggestion…” The Doctor nodded calmly as the mare and stallion’s eyes went wide, looking to one another for a few seconds before looking back to the brown stallion. “Run.”

The Doctor set into motion quickly, throwing himself towards the back wall and leaping through the hole that had been made by the monster attack the previous night. After a moment longer to get over their shock, the heavy hoofsteps getting closer towards the door as they saw common ponies moving back at the sight of something coming down the streets, the artist and the scholar followed, darting into the back alley where the Doctor was waiting.

“Come on, back to the TARDIS!” he called, rushing off as soon as Leonard and Twilight were clear of the building, holding back just long enough for the two of them to catch up before moving at full gallop.

Again, he was grateful for the stride and incredible endurance of his newest regeneration. He almost never could actually keep breath enough to talk while running at a full stride as a humanoid.

“What’s a tardy!?” Leonard shouted, but he was ignored as Twilight’s query turned out to be much louder.

"What did you do!?" Twilight called out as she kept pace, galloping alongside the Doctor.

“Well…” The Doctor looked off to the side as he thought back on it.

Studio de Eterna Magnificenza, Exhibition Hall
The Pony City-state of Roan
26th of Summer, 1491 A.R., 2:01 p.m.

“Just so you know… I can pay for that.”

The Doctor’s mirthful grin was not shared by either the Maestro or the sneering draftsponies.

“So… how’s your dad, Graphis? Must have really wanted to see you, the way you rushed on out of here.” The brown pony continued to smile, his tone light and happy as the ponies opposite of him seemed intent to try and stare holes into his hide.

“He’s not here,” the beige pony in the white robe huffed, the arrogant smirk still in place. “And you seem to have lost your accent… ‘Doctor.’”

“Well, that’s a bit of a letdown, I bet.” The Doctor shrugged, still looking to Graphis and not bothering to imitate the French vocalization anymore. “I'm sensing some unresolved paternal issues. Care to talk about it?”

“Doctor Right…” The grey noblepony all but spit the name, his agitation now showing through without any restraint. “My friend here has brought something rather disturbing to my attention. He claims that you are not who you say you are… and that you and your ‘companion’ assaulted him this afternoon past.”

“Hmm...” The Doctor drummed a hoof thoughtfully at his chin. “Well, that’s half right, Graphis. If I recall correctly, your Critique friend here was hardly assaulted. He was too busy running away at the first sign of trouble. Something you should take into consideration when picking your friends, because that’s one of those patterns that don’t usually change under pressure. There are certain regularities to how individuals work, you see… Kind of like how no matter how many times you drag him into an alley and kick him around, Leonard still refuses to work for you.”

“Forgive me, should I know that name?” The Maestro’s scowl turned to an indignant, arrogant smirk as he huffed. “One of the little ponies, I believe. Back in the Academia…”

“I was thinking more along the lines of an artistic genius that you can't cow, rob, or otherwise beat into submission, but 'little pony' works too, I suppose. Whatever helps you sleep at night, Graphis.”

Lord Graphis,” the grey noblepony sneered, obviously in no mood for games.

“Oh-ho. Apologies.” The Doctor smirked. “‘Lord,’ is it? A title indicating a position of authority and sovereign right?”

Graphis scowled at the Doctor’s lilting, almost mocking tone, and the silence that followed as the two stared each other down would have been total, were it not for the slight creaking of the chandelier overhead.

“Yeah, sorry, I don’t see it.” The Doctor shook his head. “You see, that title indicates that you have at least some appreciation for whatever you are lord of.”

The Maestro’s scowl only deepened.

“And take it from someone who knows, being a ‘Lord’ of anything isn’t about building yourself up on a giant pedestal and throwing lavish parties to celebrate your own magnificence. It’s not about who has the money or the power. The true meaning of that title is so much more. A duty, a responsibility...” The Doctor’s mirthful tone faded as he spoke, his grin gradually fading as well. “And that is something that you’ve already pushed aside and abused. The how and why still elude me, but I’m sure I’ll get to that eventually. Because the thing is, I’ve seen this sort of thing before. A long way from here, in another time. And I can tell you right now that you won’t be getting away with it. Not anymore. Because now, I’m here.”

This time it was the Doctor’s turn to glare, something that caused Castagno and the rest of Graphis' flunkies to take a half-step back.

“You get one warning. This is it,” the Doctor said, deadly serious. “Whatever you are up to, you cannot control it. So stop it now before I intervene. Because I promise you, I will bring this place down around your ears to make up for what you’ve done to them.”

The Doctor spitefully cast a hoof back towards the sculpture at his side, the mare reclining on a bench, umbrella in her mouth as she sat completely impassive of the scene before her.

There was another moment of awkward silence as the chandelier creaked overhead.

“'They' are just statues,” Maestro Denarius scoffed, unmoved.

“Whatever helps you sleep at night...” the Doctor repeated, though his amused tone was nowhere to be found.

“Doctor Right…” Graphis gained a bored expression as the Doctor finished, looking quite unimpressed. “I don’t believe that you quite comprehend the gravity of your current situation.”

The Doctor’s grin was back in place instantly. “Oh, so you know about gravity, do you?”

“Hold him for the Guard.” Denarius had obviously tired of listening to the madpony before him, turning to the nearest of the large draftsponies. “Traveling under false pretenses, impersonating a noble diplomat, and personally insulting me and my hospitality are the least of his transgressions. I am sure they can find a cell somewhere to ‘lose track’ of him in.”

“Gravity… Let’s see, what was it, specifically?” The Doctor seemed completely oblivious as two of the bulky stallions started towards him threateningly. “Ah, yes. The natural phenomenon that causes objects of larger size to pull objects of smaller size towards them. That’s why you have to hold things to keep them from dropping to the ground. Now, do you know what I think this situation calls for?”

The Doctor smiled broadly as the two ponies closed in on him, and he flicked a hoof forward.




The eyes of the draftsponies trailed slowly upward to where the brown stallion now directed his hoof. As the sound hit their ears, realization set in, and their survival instincts triggered instantly, causing them to dive out of the way...


…just as the heavy crystal chandelier came crashing down between them, a few scant feet in front of the Doctor.

“I think it's safe to say I can cross 'diplomat' off my list of things I want to be. And with that, off I go!”

Wasting no time, the Doctor broke into a full gallop, rushing away from the exhibition hall and towards the backdoor where Rainbow Dash had exited only a few minutes earlier, utilizing the precious few seconds of shock before Denarius reacted.


Darting into the main workshop, the Doctor’s senses were immediately assaulted by the smell of paints and oils. The artist ponies that were working feverishly on their designated projects were startled, stumbling back over themselves as he suddenly leaped up onto the tables, heedlessly kicking canvases and paint all about as four of the draftsponies burst through the door in pursuit.

“Hello, pardon me! Paint Checker! Need this! Borrowing that! Yeah, you probably won’t ever see this again, but thank you!” the Doctor called out almost randomly.

The madpony forsook a straight rush towards the exit in exchange for causing as much damage as possible, it seemed, leaping from table to table and kicking aside canvases and frames. All the while, he sought out buckets and pallets of certain colors of paint, picking them up in his mouth and flinging them at the pursuing guards.

For almost a whole minute, the panic and rushing around wore on as the studio workers were all torn from their work in shock and the larger draftsponies chased the stallion towards the other exit. As he approached, the backdoor swung open and two of the brutes appeared in the doorway, the same two he recognized as the first to approach him before.

“Oh, hello, again! And these are for you!”

In an absolutely fearless fashion, the Doctor ground to a halt, arching his body forwards to fling a canvas he had managed to balance on his back directly at the two stallions and splattering it across their faces before he darted off to the side again towards a back corner.

“I suppose I should cross 'interior designer' off that list as well. Such a horrible choice in colors. Now then, let’s get back to what I do know. Next lesson: basic physics!”

“WHAT ARE YOU HOPING TO ACCOMPLISH HERE, YOU BLATHERING IDIOT!?” Graphis, who had watched the chase from the relative safety of the doorway to the exhibition hall, looked absolutely livid at the havoc the Doctor had caused as the artist ponies simply looked around, uncertain of what to do.

“Well, in keeping with our educational theme, I thought I would start with a demonstration of the reaction of specific colors to certain stimuli.” Graphis was speechless for a moment, absolutely stunned by the casual way in which the brown pony had responded. “For instance, did you know that blues are bluest in extreme cold? Or that greens are lushest under a certain degree of sunlight?”

Trembling like a kettle about to boil over, the Maestro could barely contain himself enough to speak. “SOMEPONY SEIZE THIS LUNATIC AND CLAMP HIS SNOUT SHUT!”

“And did you also know that yellows burst into flame at a certain sonic frequency? Like so!”

The Doctor brought his hoof up and waved it about in a flourishing fashion…


…as simultaneously, nearly every canvas on the racks ignited, bursting into flames in their frames. The bright yellow, blocky depictions of a sunny, flowered landscape that had been repeated over and over again each caught fire in sequence as the oblivious workers in the room scrambled away from the danger in a blind panic. A panic that was echoed in the eyes of the draftsponies that had surrounded the Doctor, now looking around wildly.

“Shall we see how red does next?” The Time Stallion smirked, waving his hoof-banded leg and showing the extended metal and crystal device that had caused the damage.

Graphis' henchponies looked to one another, their eyes widening by degrees as they did so. Each of them had been splattered quite liberally with globs of red paint.

The whinnying, panicked cries of the larger ponies was enough to set off a frenzied, fearful riot as the artists, knowing all too well the dangers of fire in a workshop, rushed for the door into the exhibition hall, barreling past and over the Maestro and Castagno in their bid to escape. Meanwhile, the six burly draftsponies rushed around fearfully, as if they expected to burst into flames at any moment, causing further damage as they crashed into tables and sent more supplies spinning and splattering to the floor.

After several chaotic moments, the grey noblepony managed to recover his balance, roughly shoving a pair of apprentices attempting to help him up out of the way as he surveyed the damage. Castagno had already managed to rally several of the more experienced artisans to douse the fires, which had actually been fairly minor and destroyed only the works they had been on: finished works that had been painted over with mineral spirits to set about the quick-aging process, while the Maestro noted the yellow paints on the tables had been unaffected by the apparent magician trick.

Far more destructive was the continuing thrashing and panicking of the remaining muscled earth ponies that had not already fled. One of them was apparently certain his rump had already caught fire after falling back on a container of alcohol, and another was frantically trying to pull off his paint-covered shirt, his head having gotten caught as he strained against the buttons of his collar.

Other than that, the room was empty. The artist's entrance to the workshop was hanging wide open… and the Doctor was long gone. To say that Graphis Denarius was displeased would have been a gross understatement.

Castagno…” The Maestro’s voice trembled with fury.

“...Y-yes, Milord...?”

“I want the Guard mobilized immediately! I want that stallion arrested and thrown into the deepest, darkest hole that they can find! Tell Commander Kickback that if they get away, I will personally see that he’s transferred to the Savage Frontier and ordered to stand in front of the Monster Breaker Brigade… as bait!”

“‘They,’ Milord?” The small beige unicorn was confused at this point. Granted, that may have been a result of the sudden burst of heated fumes saturating the room.

“Who do you think sent those charlatans into my shop!?” Denarius ranted, no longer caring to keep his composure. “Who, in all of Roan, would stand to gain anything by going against me, devastating my workshop and trying to stop my exhibition!? If that ignorant, little, ground-pounding, half-blooded mule wants to start a war, THEN I WILL GIVE HIM A WAR!”

“Milord…” The Critique, who had a firmer grip on himself emotionally, tried not to back down from the ranting noble. “I really… must advise against any rash, overt actions where DiHoovsie is involved. He does possess a certain degree of public support, and the Noble Houses might see it as--”


“Very well, Milord. Then… perhaps, it would at least be wise to postpone the exhibition, keep things quiet… Just until--”

“No!” The Maestro stomped his hoof furiously, silencing any suggestion of such a thing. “I don’t care what it costs, I don’t care how many workers it takes or whether they sleep at all! The exhibition goes on tomorrow night AS PLANNED!”

“Y-yes, Milord… But what of this ‘Doctor’? What if he escapes?”

The Maestro took a deep breath as he regained a bit of self-control, checking to make sure his beret had not been torn from its place and his cape remained set as the artist's workshop finally started to regain its calm, in spite of the devastation as if a storm had swept through it.

“If the Guard cannot deal with him properly… I know of something else... that will.”

Back alley, Lower District
The Pony City-state of Roan
26th of Summer, 1491 A.R., 3:35 p.m.

“So, all things considered, nothing too bad,” the Doctor summed up, only just beginning to pant even though they had been running for some time now, hooves clipping crisply against the cobblestone streets.

“You set the Studio de Eterna Magnificenza on fire!” Leonard was both aghast and horrified by the Doctor’s retelling, so much so that he nearly forgot the burning in his chest as they finally started to slow, having come some way into the Lower District since the chase began.

“Technically, no…” the Doctor defended himself as he looked back over his shoulder, grateful to see that there was no sign of pursuit as they closed on the alleyways that led back to their destination.

Technically?” Twilight was nearly as stunned, even though something told her she shouldn’t have been.

“Well, technically, I set a bunch of paintings smothered in mineral spirits on fire. I say minor, completely controlled conflagration, they scream arson and set a garrison of guards after me. Clearly a case of rampant overreaction, but, well, what can you do?”

“That's exactly what I want to know. What do we do now?” Twilight couldn’t keep the sarcasm out of her voice even as she started to pant from exertion. Like Leonard, she was hardly the most athletic pony in the world, and unlike the one race that she had been in (where she had placed a respectable fifth) this sort of breakneck chase was not something she could pace herself for.

“Well, now we need to regroup and find our friends, obviously,” the Doctor said, turning a corner and slowing to a brisk trot. “I’m not going to sugarcoat it for you, Twilight, there is something very nasty going on. Big shadowy monsters coming out of the woodwork, statues that are too good to be statues, and a pony that is just arrogant enough to think he can get away with anything. Now, to me, this spells really not good sorts of things. And right now, we need to get to the only safe place left in the city.”

“Well, thanks for not ‘sugarcoating’ it,” Twilight replied with more grumpy sarcasm.

“Actually, I really kind of did, because what’s going on isn’t that simple and we are actually in a great deal more danger right now than I had previously thought.” The Doctor huffed slightly as he came to a stop, his eyes widening with realization. “I missed something. How did I miss that?” He shuddered at the thought. “I’ve gotten old. I’ve gotten old and dull and easily distracted. I shouldn’t have missed that!”

“Missed what, Doctor?” Leonard asked, still completely clueless as to what exactly was going on and beginning to grow tired of being dragged about like this.

“I’m not sure yet… but it will come to me.” The Doctor shrugged, turning another corner before stomping a hoof in disappointment. “Now, where is she? I know I left her parked around here, somewhere. All these alleys really do start to look the same after a while, don't they?”

“What are you looking for?” Leonard questioned, tilting his head.

“A big blue box, Leonard,” the Hourglass Stallion answered, before giving a heavy sigh. “It’s times like this I regret not reinstalling the chirping alarm button. Although, I guess without thumbs it would be a moot feature.”

“Uh, Doctor…” Twilight interrupted, her voice suddenly frantic.

“It should be here somewhere…”

“Is this 'box' a tall thing? Words on the top?" the blonde artist queried. "‘Police Public Call Box,’ I think it said?”

Doctoooor…” Twilight’s pitch went up a bit as her ears folded back.

“Yes, that’s the one… Wait, you saw it?” The Doctor looked to Leonard curiously. “You saw it? You could read it? That’s strange. I could have sworn I left the perception filter on. Wait, hold on, you could read it!?”

“Well… yes. We passed it on the turn two corners back. You were talking and I didn’t realize it was important,” Leonard answered, even though he was unsure what a ‘perception filter’ was.

“Doctor! I think I know what you missed!” Twilight now sounded incredibly frantic, her eyes turned upward.

“Oh, really? What was it, Twilight?” the Doctor asked curiously.

“Those guards that were chasing after you… they were pegasi.”

“Yes, that was it! Thank you, Twilight!" The Doctor smiled appreciatively at the purple unicorn, but she did not share in his uplifted mood as she proceeded to burst his bubble.

“Pegasi can fly.”

The Doctor's smile fell away instantly. “Oh… Right.”

“STOP RIGHT THERE, CRIMINAL SCUM!” came the cry from above.

Denarius Quarry
Countryside of Roan
At that very moment

“You know, from down here, it really doesn’t look all that high,” Oreo noted as he looked up and around at the edges of the quarry from the bedrock, still following the orange earth pony mare while she trotted towards the far wall. “I don’t suppose you have any idea what it is that you are looking for, mademoiselle?”

“Ah saw somethin’ movin’ down here,” Applejack answered, having to push and jump up slightly to reach the far wall on the side opposite of where they had been some time earlier, to the area where she saw the strange golden glint in the sunlight.

“So, naturally, the first impulse is to run towards the mysterious thing that we know not what it is?” Oreo asked with a hint of sarcasm.

“Yep, that’s ‘bout how it works.” The mare nodded, putting a hoof to the stone wall and walking along it.

Great, Oreo thought. I find a beautiful, fiery, and incredibly strong pony that can not only speak my language, but actually has a practical head on her shoulders… and she turns out to be one of the danger-seeking adventurous types.

“But there is nothing here. It is broad daylight and if there was anypony down here, we would be able to see them easily,” the Phrench pony pointed out as he walked just behind Applejack. “It is not as if there is anywhere for anypony to hide.”

“Ah know, Oreo…” Applejack sighed, hearing the stallion voice a concern she too had found herself wrestling with as she ran her hoof down the edge of the wall, carefully moving in a three-legged step. “It’s jus’… Ah dunno. Ah can’t shake the feelin’ that there’s somethin’ goin’ o-OOON!”


Oreo’s eyes widened as he rushed to Applejack’s side in an instant, moving to help the pony back up.

“Mercí, Applejack, are you alright!? You stumbled there!” Oreo went to her flank, using a hoof to help steady her as Applejack shook her head. “You are not hurt, are you? No broken bones?”

“Ah’m fine, Oreo. Ah’m fine. It’ll take more 'n that ta hurt me. But… hold up, here…”

Something smelled fishy, and it wasn’t the stagnant rainwater caught up in the bedrock. Applejack looked back at the wall, which looked completely solid from where she was standing… then held out a hoof and leaned forward.

Much to Oreo’s surprise, she continued to move forward even as she should have hit the solid rock surface.

“Heeeey!” Applejack paused, then took a full two steps forward. As far as Oreo could tell, she was standing inside where the wall should have been.

“Applejack, how… how are you…?” Oreo stepped forward to join her, then saw what it was that had happened. The rock wall opened up right here, and after a slight turn, there was a shaft running down deeper into what looked like a mine.

The cowpony took a step back out, Oreo following her a moment later. The two ponies looked at the wall, and even from their close angle, neither of them could see the break where the shaft was, the stone blending so perfectly into place that it looked to be completely seamless.

“Oooohh, Ah get it. It’s one a’ them opta… opti… uh, illusioney thangs. Ya can’t see it from the outside.”

“How long has this been here!?” Oreo asked, as surprised by the appearance of the cavern as Applejack was.


“What’s inside?”


“Do you think it is dangerous?”


“...You are going to go in anyways, aren’t you?”

“Eeyup.” Applejack took a few steps forward, unheeding of the danger.

“And… I’m probably going to follow,” the dappled pony stated hesitantly, causing his orange companion to stop and turn.

“Ya don’t have ta if ya don't wanna.”

Oreo bit his lip as Applejack once more moved into the wall, seeming to be too far against it, before turning slightly and slowly walking to the side, disappearing into the wall itself from his perspective.

His heart beating frantically, Oreo found himself evaluating every moment that had led him to this one, and came to a single conclusion: If he let her walk away now and didn’t follow, he would absolutely regret it for the rest of his life.

This mysterious mare was going to get him killed. And strangely enough, he found that he didn’t really care.

Taking a steadying breath, Oreo started forward. “I'm with you.”

Back in the Lower District alleyway

Two pegasus guards kept their distance back in the air as a crossbow bolt, fired from a weapon mounted awkwardly to one of the guard's shoulders, struck the ground next to Leonard’s hooves, causing him to jump slightly. But still, as the trio of earthbound ponies watched, the pegasi did not close in, instead moving in a circular pattern as if ready to run them down in the event that they attempted to make a break for it.

“Why are they staying back like that?” Twilight whispered. “They’ve got us.”

“Because there are only two of them," the Doctor answered. "Two ordinary pegasi against two unicorns and an earth pony with apparently magical powers. They're waiting for backup, when the odds will turn in their favor.”

“You have magical powers, Doctor?” Leonard asked hopefully, seriously disliking the glares that the two soldiers were shooting along with the warning bolts.

Apparently. Um... Twilight?”

“Yes, Doctor?”

“I don’t suppose that you can use some of those spells you threw at the monster last night, could you?”

“I won't use those against another pony, even if they are being jerks. I don't want to hurt them.”

“Ah… I must say, I admire your morality, but who said anything about hurting them?” The Doctor nodded to the unicorn, with the hint of an idea peeking past his grin. “Remember the Palace of Lanterns?”

“Yeah, but what does that… Oooohh...” Twilight too found herself smirking.

“HEY! STOP TALKING!” one of the pegasi, a younger-looking brown-coated colt, shouted down at the ponies, wary of any schemes they might be scheming even as the sound of his backup's hoofbeats could be heard echoing in the distance.

“Sorry, a little late for that.” The Doctor pulled his goggles down over his eyes. “Ready, Twilight?”

The unicorn closed her eyes for a moment, focusing on her horn.

“Leonard!” The Doctor reached over suddenly and seemed to swat the blonde artist in the back of his head, drawing both of the pegasus guards’ attention and knocking the red beret down over his eyes a split second before it happened.


The sudden explosion of purple light was brighter than the Sun itself. So intensely bright that neither of the pegasi could help but turn away, gasping in sudden pain as they tried to shield their eyes from the burst of color.

“Mind your eyes. Oh, and run!” the Doctor finished, catching the artist’s beret and pushing it back now that the brief flash had passed, before immediately rushing back the way they had come. Leonard was still somewhat dumbstruck for a fraction of a moment before Twilight managed to nudge him to follow.

As intense as the burst of light had been, its range had been quite limited, only really effective to those looking in her direction already. As such, both Twilight and the Doctor could tell by the sound of hoofbeats that they only had a few seconds until reinforcements arrived.

Turning the corner, Leonard found himself wondering what in the world the brown pony was doing as he slowed his steps, grinning at the large blue box that sat in the middle of the alleyway.

“There you are, old girl. Did you miss me?”

“Doctor! We should be running!” Leonard said frantically, unable to fathom why the Doctor was so intent on this wooden, oddly-colored and completely out-of-place box.

“HOLD IT RIGHT THERE!” a gruff voice came from behind the trio, causing them to stop.

“Doctor, you’ve got a plan, right?” Twilight asked hopefully.


“Do as he says…” The Doctor sighed slightly, slowly turning about.

Twilight and Leonard followed suit, the Doctor in between and just behind them as they turned to face no fewer than a dozen unicorns in dark iron armor, each one emblazoned with an insignia that the Doctor immediately recognized from the front of Graphis Denarius’ outfit.

“You three are under arrest!” the center-most of the unicorns, a dull blue-colored stallion with a particularly long and sharp horn barked authoritatively.

“It would certainly appear so!” the Time Pony agreed heartily, still smiling. “Good show. Very well done, my armored friends. You got us.”

“Doctor…?” Leonard’s heart was pounding in his chest, unsure how the Doctor could possibly be so calm when the guards before them clearly held the advantage.

“Really, congratulations! Bravo. Encore. I think you deserve an applause. Don’t you, Twilight?”

Twilight forced a grin, speaking through her teeth as she tried to project the sort of confidence that the Doctor was displaying. “I really hope you have a plan…”

“It was indeed a fine and entertaining chase, so clop a hoof, would you, Twilight? Leonard, go ahead.”

Leonard still had no idea what was going on as Twilight and the Doctor both lifted their hooves. He shot a look at his fellow unicorn, searching for any kind of clarification she could offer, but the expression she gave in return simply seemed to say, "Just go with it."

Swallowing nervously, Leonard followed suit, and the three ponies brought their hooves down to the ground in quick succession.


The lead unicorn soldier watched the three of them with a bemused expression, not sure as to why his quarry was congratulating him and his soldiers, though the apparent admission of defeat was enough to make him smirk with accomplishment.

“Very well, you will now be taken into custody. Do not attempt to resist, or--”

“Resist? Perish the thought!” The Doctor put a foreleg over Twilight and Leonard’s necks, tugging them back. “In fact, tell you what. We’ll make your job even easier.” He pulled them ever so slightly back a step. “We’ll just… hop into this police box…”

The Guard Commander’s eyes narrowed in a moment of suspicion as Twilight’s grin suddenly ceased to be forced.

“…and arrest ourselves.”

The Commander’s eyes widened as the brown stallion pulled the blonde inventor and the purple-maned mare back before he cold stop them.

“GUARDS!” he cried out, but far too late. The mysterious blue box behind them suddenly opened inward, admitting them easily, and then snapped closed before anypony could react.


“You enjoyed that, Doctor.” Twilight shook her head with amusement as the door closed in front of them and the lock clicked shut.

“You bet I did!”

“Wha… But… I…” Leonard could barely process what had just happened, trying to pull himself up to see out the windows in the door. Telling off a Guard Commander, one that worked directly for House Denarius at that, and then choosing to escape by sealing themselves up in a tight wooden box with nowhere to go? Was the Doctor crazy!? “But we are trapped now! Sooner or later, they will just force these doors open! How is this a good thing!?”

“Uh… Leo?” Twilight’s voice was suddenly a good deal further away than it should have been, given the size of the box. “Turn around.”

The unicorn artist did so, and then felt his jaw promptly hit the floor.

“I think the words you are looking for are, ‘bigger on the inside’?” The Doctor leaned towards Leonard, mischievous grin on full display, before moving up towards the control console. “Leonard DiHoovsie, welcome to the TARDIS! Safest place this side of everywhere. Twilight, if you would please fill him in on the basics? I’m going to try and find Rainbow and Applejack.”

The Doctor started to move his hooves over the controls, then paused before suddenly crying out. “Oh! Oh! I got it! That was it!”

“What?” Twilight turned towards the Doctor, having moved up to one side of Leonard, who had proceeded to walk further inside and was looking around at the high-tech interior, utterly bewildered.

“What I missed! I just remembered! That stone-snake-thing that attacked the workshop last night; it crashed through the ceiling and tore the shop apart.”

“Yeah, Doctor, we know. We were there,” Twilight replied, growing impatient.

“But the workshop was completely devastated. Holes torn through every wall, wood flying all over the place!”

“Us, there. Just said it,” Twilight retorted.

“It's okay, everything's going to be okay. We're safe for the moment, but not them. All those ponies out there, they are still in danger.” The stallion seemed to be absorbed in his ruminations, his eyes shifting back and forth before he got his thoughts in order with a look of perfect clarity obvious on his face. "Don't you see? It's everywhere!"

“Doctor, what’s going on? What’s wrong?”

“It’s okay. We’ll be fine. Just… yes, tend to Leonard. If I’m right, then I know how this thing’s gone unnoticed for so long,” the Doctor responded. “I just hope that AJ and Rainbow are staying out in the open.”

Underground chamber, Denarius Quarry
Outskirts of Roan
4:37 p.m.

“A mite closs-tro-pho-bic in here, ain’t it?” Applejack noted, amazed by their surroundings as a light glow filled the cavern, bathing the walls with something akin to bright moonlight.

“What is this place?” Oreo found himself asking aloud, keeping his voice down due to the echoes it produced. “The walls are too smooth to be natural… Some sort of mineshaft?”

“If’n it was a mineshaft, why hide it?” Applejack responded, still moving slow even if they still had a reasonably good ability to see.

“Why is it so bright in here? Shouldn’t it be pitch black?”

“There’s some kinda rock in the wall… Fos-fer-somethin’-or-other,” the farm pony tried to explain, having asked a similar question months earlier (Or was it thousands of years from now?) after she and the girls had been pulled underground to help rescue Rarity from a wolf gang calling themselves the Diamond Dogs. “It gives off the glow. Must be a lot of it in this rock. Ah kinda wish Twilight were here; she’d know a lot better than Ah do.”

“Who is Twilight?”

“Friend a’ mine. Ah… well, Ah was kinda headin’ back ta her when we met. Wow, that was hours ago. An’ she prolly doesn’t even know where Ah am.” Applejack suddenly tensed, just then realizing how sidetracked she had become. “What was Ah thinkin’? Goin’ off without tellin’ nopony. And the Doc… What did Ah do? Ah went an' wandered off… Bet Ah’ll get an earful of-- MMMPHH!”

Applejack was completely unprepared when Oreo suddenly fell back and jumped on her, putting a hoof over her mouth and pulling her down low. Just as she was about to struggle and buck against him, she heard him shush her quietly. Holding back for just a moment, her eyes accusing him as he slowly let her go, he nodded down the corridor.

There, silhouetted in the dimly lit tunnel, was the form of another pony, standing stock-still on all four hooves.

“One a' the other workers?” Applejack kept her tone hushed as she realized why Oreo had so suddenly rushed to silence her.

“I don’t know,” Oreo answered, clearly afraid as his hooves shuffled along, trying to make as little noise as possible. Applejack followed suit, the two approaching the form cautiously.

“Hello…? Are y'all lost down here too?” Applejack questioned the figure, her tongue feeling dry and heavy in her mouth as she moved ever so carefully towards it.

There was no response, no movement. In the dim light, it was hard to tell if the other pony was even breathing.

“Y'all okay?” Applejack asked again, a bit louder as she moved up alongside the form, reaching out a trembling hoof, and felt a smooth, stony texture where she thought she might feel fur. “A... statue? What’s a statue doin’… down…” Applejack’s voice trailed off as she walked around and looked the pony statue in the face.

Eyes wide with shock and her mouth open in a silent scream, there was nothing charming or artistic about this pony’s likeness, her posture suggesting a sudden and involuntary drawing back from something that had utterly terrified her.

The orange mare gasped in shock at the uncomfortable sight, taking a few steps back even as her Phrench companion forged on ahead. Still, she was unable to look away from the statue's grim expression, and as she stared, she could feel the cogs and gears shifting in her head.

She wasn’t a fancy educated unicorn pony… but she could put one and one together to make two.

“By Astrolia’s Light…” Oreo’s stunned voice came from a few paces ahead, drawing Applejack away from the statue that wasn't just a statue, and moving up beside him.

The two stood dumbstruck for a moment as they looked into a larger cavern, carved expertly from the surrounding stone, where dozens of statues, ponies of all shapes and sizes, stood in place, lined up in rows as if they were set out on a chessboard, or placed about in a sort of collection.

“These are…” Oreo’s voice failed him as he too came to the realization, taking note of the faces on the statues: some horrified, others in shock, but more than a few laying down as if asleep.

“The Lost…” Applejack finished, horrified by the discovery as her heart pounded in her chest more violently than it ever had before.

Then, looking about the cavern, and at each of the multitudes of ponies that had been assembled... it all but stopped.

Oreo barely realized what had happened as Applejack suddenly surged forward with a gasp, rushing at full gallop without any care at the sound her hooves made against the stone floor of the cavern. Following the mare as quickly as he could, he came to a stop only a hundred or so feet into the cave, towards the end of one of the lines, to find Applejack looking up at a single statue.

It was a pegasus mare, wings flared back and rearing in a defensive posture, wearing heavy stone armor bearing a symbol Oreo recognized immediately as the symbol of Prance’s Noble House of Earth. Rather than wearing a helmet, the mare’s mane was swept back and flared as if it was captured in the middle of motion and frozen in place, her expression one of both of momentary wonder and puzzlement.

A glint of gold hung around either side of her face, as two laurel branches seemed set into the stone itself, perfectly melded under the now granite grey hair and seeming very out of place among the statues in the room, none of which were similarly decorated.

Oreo could find nothing to say as he saw the tears forming in Applejack’s eyes, and she opened her mouth to gasp softly, as if afraid that her very words would confirm the terrible, unthinkable truth laid before her.


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