• Published 28th Aug 2012
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Timelords and Terror - H3ph3stus

The Doctor and Mane Six vs a Cosmic Horror

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Timelords and Terror Chapter 4

She exited the cave, the early afternoon sun of this world stinging her eyes. It had been less than twenty hours since she and her novices landed on this strange planet; it was sweet scented and soft, overflowing with life and magic. It was perfect. Far from the dimension they originated from, far from The Eternals, and operating on a wonderfully skewed set of physical laws ideal for their purposes. She looked up at the sun…she had never seen a sun before or stars. A child of the Deep Darkness she had heard tales of suns and stars, she had found it hard to believe that something as simple as a fusion reaction could be as beautiful as the Matrons said it was. But it was. All of it was. It had taken all her control to not gawp at the glittering star-filled night sky, or to weep as the great glowing ball rose from the hills. There was so much color, there was heat, ambient noise; there was life. There was none of that in the Deep Darkness; the Deep Darkness was a kind title, a lie, it was dark of course but that was not all. There was nothing in the Deep Darkness, no heat, no cold, no smells, and no sounds; there was only that which the Hervoken and the Carrionites had with them at the time of their banishment all those billions of years ago. The senses of the imprisoned screamed in contrast against the entire dimension; sounds were at once muffled and screaming, taste and smell was non-existent and yet overwhelming, every sense was affronted by its own contradiction. There was no old age, no time; it was far too cruel a place for such a merciful concept. Those who were not killed in the never-ending battles borne as much of boredom and apathy than actual rage and hatred would simply live and live and live until their minds could no longer function, their bodies still in perfect working condition. For some unfathomable reason The Eternals permitted there to be an energy source through which both species could reproduce, presumably to allow both species to continue suffering, to allow new life to wallow in the sins of their forbearers. She knew that for the good of her species The S’Müz must be unleashed. With its power she could shatter the Deep Darkness and bring her race back into the universe, back to all the suns and stars, back to all the sound and life! With its power she could ensure that they would never again fear imprisonment!

She turned to see the remnants of a mushroom cloud. There had been a battle and quite recently too, maybe half an hour ago. The meditative healing state she had been in since her conversation with The S’Müz must have been deeper than she had thought for her not to perceive such an explosion. She looked around the clearing, there were ample stockpiles of mold, fungus, and clover and the pit she had blasted for the contact solution had been filled and stocked with the necessary herbs, now only awaiting water. Something was missing. Her daughters. She looked around; there was no sign of her bumbling novices, no sounds of squabbles, nothing. They had completed their duties well enough, so where could they be?

“Matron!” She heard and spun around. “Matron Hydia!”

Flying towards her above the treetops was Draggle; her flight pattern was unstable and panicked, even from there she could see that her aura cloak was in tatters. “May-may-muh-muh-MAMA!”

The wounded child crashed into the ground in front of her, she shakily raised her head to gaze up at Hydia, a burn crawling up the left side of her face. She stammered incoherently for a few seconds before being scolded with a hiss.

“Draggle! What is the meaning of this?” She said before looking around. “And where is your sister? Where is Reeka?”

Draggle visibly steeled herself for the explanation, but upon looking up at her mother she promptly degraded into babble. “Her-her-her-Hervoken!”

Hydia growled and telekinetically wrenched her daughter off the ground until they were face to face. “What about the Hervoken? What were you doing away from camp?! WHERE. IS. YOUR. SISTER?!”

“Shuh-shuh-she’s dead!” Draggle sobbed. “He kuh-kuh-killed her!”

Hydia suddenly became very quiet, signaling to Draggle to cease her sobbing. “Explain.”

Draggle nodded and steadied her voice. “Reeka was trying to collect life-force for you but one of the creatures knew of us! Said our name and she was transported back here! I had completed my duties and wanted to cheer her up and get you some life force…so we went to kill the stripy pony!”

Hydia’s eyes began to glow, a cold fury behind them. “And the Hervoken was waiting for you. If I had wished for you to kill the striped pony I would have instructed you to do so! Of course the Hervoken was waiting for you! He’d anticipate a petty act of revenge! He set a trap and you walked right into it!! Because of your idiocy your sister is now dead and our mission is compromised!! YOU FETHING IMBECILE!!!”

Hydia raised her remaining arm to strike and Draggle squealed in terror, throwing herself to the ground. “Please! Matron! The Hervoken was also killed!”

Hydia stopped and lowered her hand, running a claw across her bony chin crest with a loathsome rasping sound. “Not a total loss then.” She said, seeing her daughter flinch. “What? Is there anything else?”

Draggle nodded slowly. “There were ponies there, protecting the Hervoken. They fought us and hurt us…stalled us long enough for the Hervoken to cast a spell. The Hervoken would have been killed much sooner were it not for them! Reeka would still be alive!”

“And here I was considering not wiping their foul species from the face of this planet! I should like to find these ponies and let them know that their insolence cost their race its future!”

“B-but Matron, the Hervoken…he gave one of them a summoning charm!”

Hydia once again wrenched Draggle into the air. “What?! He gave one of those beasts a summoning charm?! WHY?!”

Draggle nodded nervously. “He-he wasn’t like the other ponies! He was…bright! His aura was so very bright! And he had a box that was bigger on the inside than it was on the outside!”

Hydia’s poisonous red-black aura began to glow and undulate. “A Time Lord, here? This is not good. If the Hervoken gave him a charm…I must confer with The S’Müz…”

Draggle dropped to the ground, the powerful witch’s attention now elsewhere. “Muh-Matron? What shall I do?”

Hydia looked over her shoulder, something in her eyes unsettled Draggle; it was an emotion she saw quite often but always elsewhere. She saw fear. “Set up a fifty-meter denial perimeter. I want alarm spells every ten meters, if any of them go off you will investigate. You will defend the summoning ground with your life! Is that understood?”

Draggle shied away, nodding. “Yuh-yes Matron Hydia…”

(Dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da etc)


Episode 1

Time Lords and Terror: Part 4

The doors to the TARDIS were wrenched open from the inside and an instant later a technicolor blur burst out. She crashed into the bushes and almost instantly began to heave. The hideously dissonant voice of The S’Müz still ringing inside her head, and the rank odor of boiled herbs and forest fungus had not helped matters. Applejack and Fluttershy followed her immediately, neither of which looked particularly strong stomached. After a few more painful heaves Rainbow Dash shakily got to her hooves, her ears flat against her head and bags beginning to form under her eyes. She saw The Doctor and Twilight lead a shaken Zecora out of the TARDIS, followed by an enviously unperturbed Pinkie Pie.

Rainbow Dash trotted forward, hoping she looked far fiercer than she felt. “What in Celestia’s name was that thing?! What-I-how-you-yuh-yuh…” She stammered as she felt her knees get weak, the thunderous murmur and whispering bellow of the thing’s voice inside her head was making her teeth rattle.

The Doctor patted Zecora on the shoulder and walked over to Rainbow Dash as she struggled to keep balance. “You should sit.”

She did, casting a sideways glance at him as he sat down along with her. “…It was…I don’t know. It’s still in my head and I can’t…my head feels like it’s moving around inside!”

The Doctor shook his head and sighed. “This sort of thing always affects the strongest the worst. Most people-er-ponies just shut down when they hear the song of unreality, but strong willed ponies such as yourself, you fight it, you resist, and you get an extra brainful of eldritch-brand willies for your trouble.”

“It was wrong.” She mumbled.

“Well said!” he said with a smile.

She turned to look at the ground. “Ah go eat a parasprite! So I don’t use words so good, no need to spit in my eye when I have a headful of demon sounds!”

“What? I was being serious! That’s the best way to describe everything about it!” He said, putting a tentative hoof on her back. “It was a contradiction, unheimlich, every aspect of your sane mind rebelled all at once when it spoke! It was the very definition of wrong. You were all hearing sounds that shouldn’t be, that couldn’t be, but were nonetheless. The fact that none of you have gone stark raving mad shows just how resilient you all are.” he slowly rose to his hooves, Rainbow Dash following slowly. “And that strength is going to be tested, because it wants in.”

Twilight blinked, she wasn’t feeling too great herself, there was still noise inside her head and all incoming sounds had taken on a reverberating quality. “What do you mean Doctor?”

He shook his head; the expression on his face was very serious. “That thing, The S’Müz, is the PKE phenomena you detected yesterday; a big ol’ cloud of psychokinetic energy with a bad attitude, a murderous attitude. The second it enters this reality it’s going to start killing every living thing on this planet, then it will kill every living thing in the galaxy, then the universe, etcetera, etcetera, until nothing remains. Anywhere.”

“What?” She said incredulously. “And the Carrionites are planning on bringing that thing into Equestria?”

“Into Equestria, into this galaxy, this universe, the multiverse, you name it.”

Fluttershy gasped in horror. “But why?”

The Doctor rolled his eyes, a clear look of disgust on his face. “Because they’re thick! Or desperate! Or desperately thick! It called itself ‘The Liberator of The Light’, The Light being what it calls PKE, and it just didn’t bother to correct them when they deemed it their savior! It’ll just as soon ‘liberate’ their life-force as look at them…but they’re too desperate to see it.”

Applejack shook her head. “What’re we gonna do Professor? All that thing needs to do is speak and we’re down for the count! An’ ah don’t fancy the thought of seeing something that sounds like that!”

The Doctor nodded. “The best we can do is stop it from ever being summoned, but just in case I think I can put together some reverse-perception filters that should prevent you all from going insane upon witnessing it.”

“Hey…” Rainbow Dash said, gesturing at The Doctor. “Why didn’t you flip out when Mr. Unspeakable started talking?”

“I’ve seen worse.” The Doctor started back towards the TARDIS. “I’m going to need a moment in the TARDIS.”

The TARDIS hummed eerily, its golden light dimmed to an almost sickly yellow.

“You didn’t like it either, did you sweetheart?” The Doctor said to the ship, reading over scans from the center console.

“Doctor…” came a voice from the door.

He turned around to see Twilight closing the door behind her. “Oh, Ms. Sparkle…I’ve been expecting you.”

“You have?” She said before shaking her head slightly. “Of course you have. Doctor, what are you doing?”

He pulled a lever and flicked a switch; a low-pitched hum reverberated around the TARDIS for a few seconds before stopping. “Setting up an early detection system. The charm indicated that the actual summoning will take a lot of time and will cause a significant spatial distortion. When the coven matron starts up, I estimate we have about twenty minutes before The S’Müz materializes. Plenty of time.”

Twilight could still feel that thing inside her head, but it was disappearing thanks in part to a focus spell. “Doctor, what have we gotten ourselves into?”

“Something terrible.” He said, turning away from her, avoiding her eyes. “I don’t know if I can stop this thing, at least not without…losses.”

She took a few steps closer. “You mean somepony’s probably going to die?”

“Heh. ‘Somepony’…” he scoffed. “The Carrionites. You. Your friends. This whole planet. I can’t think of anything that will stop this monster that won’t end in somepony getting killed. Best case scenario, we attack the Carrionite’s summoning ground, fight them, possibly lose a pony or two, and then I figure out a way to reverse the polarity of the neutron flow or some toss like that, but always too late to save one more life.”

“What’s the worst case scenario?” She asked cautiously.

“You mean aside from ‘we die trying and that thing eats up all life everywhere ever’?” He turned to her, something unnervingly close to fear in his eyes. “I detonate the TARDIS. I cause a space-time inversion bubble to form inside and outside the TARDIS’s spatial event horizon causing a photon implosion cascade, effectively collapsing this universe in on itself, taking The S’Müz with it. Destroying all within but leaving the multiverse unharmed, safe.”

“You couldn’t…no, you wouldn’t destroy…” Twilight began before seeing The Doctor snap away from her. “…You would.”

“I’ve…” he said slowly. “…I’ve led you lot on too much.”


He spun around, expression unreadable. “You’re in over your head. You and your friends will just get killed if you accompany me. Ponyville needs to be evacuated, you should-”

“Shut up.” She muttered.


She bounded towards him, eyes blazing. “I said shut up! In case you’ve forgotten this is our world! These are our people! What the hell give you the right to tell us that we can’t fight for our home, for our lives?! You’ve only been here a day…less! How dare you just put on a brave face and tell us to go hide behinds the sofa while you, The Doctor, go gallivanting off to stop the cosmic monstrosity or destroy our universe trying?! What in Celestia’s wide world of magic makes you think I’d let you?!”

The Doctor opened his mouth to say something before snapping it shut again.

“Now.” said Twilight. “You are going to help us, and we are going to help you. We are going to get through this without any deaths, sacrifices, tragedies, or losses. We are going to stop the Carrionites and the S’Müz together. Understood?” The Doctor stood silent for a moment, Twilight maintaining intense eye contact with him. “Understood?”

“Ms. Sparkle…” he said, a smile spreading across his face, hope returning to his eyes. “You’re brilliant. Really, absolutely, brilliant.”

She smiled in return. “I know. So, what’s the plan?”

He shrugged. “I’m making it up as I go along really. Safest bet would have to be…Ms. Sparkle?”

She was digging around in her bag, books and various bits of clothing flying out around her. “Doctor…” she said, the telltale chiming of her horn as it channeled energy rang lightly. “What do you think about this?”

The Doctor stared in confusion; on her head she was wearing an ornate metallic tiara. It was gold and encrusted with sapphire jewels, the centerpiece of which was a large star shaped ruby, gilded with swirled golden filaments. “It’s…lovely? It outlines your face quite nicely and the star-ruby and sapphires really highlight your eyes.”

“No, no, it’s my Element of Harmony…” She paused and looked at her reflection in the TARDIS console tube. “…It does?”

“It’s beautiful…” The Doctor said rolling his eyes. “…Not quite beautiful enough to stymie dimensional shamblers I’m afraid! Now, if we could just put away the jewelry…” He stopped abruptly, realizing he was floating two meters above the TARDIS’s floor. “Huh.”

Twilight walked calmly under him, her horn only glowing lightly, barely even thrumming. “Fits my face and brings out my eyes, also amplifies my PKE output by an order of magnitude. All in all the must have accessory for any fashionable monster slayer!”

“Stand up isn’t your strong suit Ms. Sparkle, don’t give up your studies!” The Doctor said as he vainly kicked in midair, barely suppressing the playful grin on his face. “That’s fantastic! How does it work?”

She set him down onto the floor, his hooves clanking against the grated metal. “Let’s find out, hmm?”

Fluttershy inhaled the sweet perfume of the wild forest flowers, some of the pollen drifting into her nostrils. “Ah…Ahhh…AHHH…” she scrunched up her nose in preparation for the explosion “…chuu~”

A squirrel plucked a smooth leaf from the tree it was resting in and spiraled down the trunk, scurrying over to Fluttershy and offering it to her.

“Thank you very much.” She said as she blew her nose on the leaf. “Much better, thank you Mr. Squirrel.”

The squirrel gave a small salute before disappearing back into the forest. Applejack and Rainbow Dash rustled through the bushes and sat down next to her. She could tell that the two of them were scared, still shaken from the conversation with the…the…she shuddered. It wasn’t hard to tell; even though Applejack and Rainbow Dash were so good at putting on a bold front she could detect powerful undercurrents of muted fear. The things The Doctor had explained to her when they first met made so much sense now; every time she met someone new she could see so much through their body language, facial expressions, tone of voice, and so many other things that it literally overwhelmed her. Even things they didn’t want to feel like defensiveness and apprehension all shone like beacons to her, coupled with her timid nature she often found herself recoiling from people she knew were essentially friendly. What The Doctor hadn’t said was that in addition to being perfectly attenuated to cues both verbal and non-verbal, she could project these cues flawlessly, albeit semi-consciously. All creatures had her awareness of unconscious cues, what set her apart was that she was not only more aware of these cues, but she could actually control them to an extent. Stance, posture, tone, all were things she could utilize to project her will into the vulnerable subconscious of any given creature. In effect that’s all ‘The Stare’ was, she would (for the most part) subconsciously display and assert absolute dominance in her body language, facial expression, and tone of voice. As a result, the recipient would find their entire subconscious kowtowing to a bombardment of dominant signals, quelling their inner beast; their conscious mind would almost always follow in turn, like it had had the rug pulled out from under it. It wasn’t something she could fully control…yet.

“Geez!” Rainbow Dash exclaimed. “How long are those two going to talk? It’s not like a cloud of evil wrongness or whatever is baring down on us to pull our souls out through our eyes or anything!”

Applejack snorted chidingly. “You know Twilight wouldn’t waste our time, she an’ The Professor are probably just whippin’ up some super spell or somethin’!”

Fluttershy nodded in agreement. “Yeah, Twilight and The Doctor won’t let us down.”

“That’s it!” Rainbow Dash growled in frustration. “What is with you ponies? Applejack, you’ve only known him for, like, four hours! What in Celestia’s mane makes you so sure he can help us?” She turned to Fluttershy, who flinched away from her. “And you! You’ve known him for maybe an hour and a half, but you’re following him around like a puppy! Is he really that good of a kisser?! What is wrong with you mares?! Am I the only one who hasn’t bought into his whole act?!”

“Whadaya mean ‘act’?” Applejack said, a curious look on her face. “Just what’re you getting’ at Rainbow?”

Rainbow Dash kicked at the ground in frustration. “Okay. This guy isn’t a pony, he’s got mind powers, he seems to know a lot about everything, and he’s got that inversion-bubble-biggerontheinside-whatsit box! Why does he need us? Why does he even bother with us if he’s so smart? What’s he planning? And why are you foals buying into it so easily?!”

“He’s not trying to trick us or anything Rainbow Dash. He’s just lonely.” Fluttershy mumbled, he’d given her that impression the moment they had met, also… “And he’s trying to forget something.”

Applejack nodded, thinking it over. “Yeah, ah think Fluttershy’s right. It’s like he’s…ah dunno, trying not to think about somethin’, somethin’ bad. Ah see that look on yer face whenever you’re procrastinatin’ at work, you jump at any chance to distract yerself! It’s like that with The Professor. He’s tryin’ to distract himself from somethin’ painful, and if he saves the world while doing so why not help him?”

Pinkie Pie came bursting through the underbrush followed by Zecora holding a basket full of leafs in her mouth.

“Whatcha talkin’ about?” Pinkie said, hopping in circles around the three.

“What else could we be talking about?” Rainbow Dash muttered her brow furrowed in irritation. “We’ve been a little preoccupied for the past few hours.”

Pinkie giggled and sat down next to her. “It’s been a busy day! Fighting monsters, meeting aliens, averting omniversal Armageddon, and no breakfast!”

Zecora set the basket down before them. “These are some soothing forest herbs, chew them up to calm your nerves.”

All four stooped down and took small mouthfuls of leaves and chewed. The flavor was bitter and minty with a hint of cumin, the leaves ground into an unobtrusive mush that Zecora told them to suck. Soon they began to feel their tensions ease, the drug in the leaves chasing away the nausea and shivers that had plagued them before.

Pinkie turned to Zecora, giving her a ginger prod to get her attention. “Hey, Zecora. You said you had that pumpkin monster in your head, right? Did he give any tips as to what’s going on?”

Zecora blinked indignantly and turned her nose up. “We had a link with words unspoken…and there was nothing monstrous about the Hervoken. At all times he was concerned, with the worlds and realms that would have burned.”

“Yeah, yeah, he was a great, er, scarecrow.” Pinkie Pie tapped her hoof against her chin. “Anyway, the Hervoken and the Carrionites are both in this Deep Darkness place, right? It’s like a little bubble of stuff separated from everything, sort of like a prison? So how did they contact The S’Müz?”

“Maybe it was because they were in the Deep Darkness that they could contact it? Maybe it’s ‘walls’ or whatever are weaker than other realities’, so the S’Müz could contact them easier?” said Rainbow Dash, spitting some chewed herb off into the bushes. “Then the Carrionites detected it and built a charm to contact it?”

Zecora shook her head. “The noble Hervoken felt great guilt, the charm was something his people built.”

“Wait…” said Applejack. “So it was the Hervoken who first contacted The S’Müz? They made the charms, they made the summoning spells?”

“Then why do the Carrionites have them?” Fluttershy said. “Why would the Hervoken build a charm to summon something they knew was so dangerous and then give it to their enemies?”

“The spells and charms they did invent, before discovering the beast’s intent. When they learned it meant them harm, they stopped the rite and removed the charm.”

“Ooooh, okay!” said Rainbow Dash in realization. “So they saw this thing and put together spells to summon it, but when they spoke with it, it scared them so bad that they stopped before it could get in!”

“Indeed.” Zecora said. “The Carrionites attacked their base, and stole the charm with all haste.”

“Those Carrionite scatter-manes stole what they thought was a powerful weapon and The S’Müz decided to play along!” Applejack said with a snort of disgust. “Now they’re going to get everyone killed because they didn’t bother to read the warning label!”

“Warning: use of summoning charm can cause vertigo, nausea, and may unleash an malevolent cosmic monstrosity upon all reality; do not use under any circumstances.” Pinkie Pie said in her best advertising voice.

The ponies all paused and looked at Pinkie Pie before succumbing to helpless gales of laughter, the heavy miasma of fear and dread lifting from their shoulders as they did. A sharp crack from within the TARDIS drew their attention, it sounded almost like an explosion.

Twilight watched as her tiara glowed lightly, sensors attached to each point of the star and several dozen electrodes placed haphazardly all over various other places on the main body. The various computers and machines in the lab blipped and whirred, some of which looked dated even by the standards of a boondock-town like Ponyville, whereas others appeared to be impossibly advanced. Impossible. That word had taken on a new definition since she had met The Doctor, before yesterday it had meant ‘I can’t explain it’ but now it meant ‘He can explain it, but the answers make even less sense’! She cast her eyes upwards at the brown stallion manfully negotiating a sliding ladder around his wall-to-wall shelves of various gadgets. She had noticed several strange things about the TARDIS in the few hours she had been exposed to its majesty. Aside from its blindingly incongruous external-dimensions-to-internal-volume ratio, it also seemed a little too big. She realized how foolish that sounded, but there were little things that caught her attention; the doors were enormous, at least two meters tall by one meter wide, obviously not made for anything remotely pony-like. The center console in the main room was too high to access without rearing up on one’s hind legs, and every safety railing looked to be about flank-height on a giant. And now The Doctor was struggling with maneuvering a ladder and finding some gadget or sensor necessary for the experiment, a layout that had obviously been designed for a being with a far greater reach and level of dexterity than the body he now inhabited.

“Ms. Sparkle?” he called down to her. “Could I have your assistance with something?”

“Yes, of course what do you-” she said before an enormous jacket landed on her head, blanketing her head and shoulders. “-want me to do?”

“Upper left chest pocket.” He shouted down at her, his entire head and neck inside a shelf cubby. “Get my sonic screwdriver and run through settings thirty-five to fifty on the star ruby of your Element, three second duration for each, tell me if anything reacts.”

She laid down the jacket on the ground, spreading it out; it was huge, cufflink to cufflink the foreleg span had to have been almost two meters.

“What were you?” she whispered.

“A helluva lot taller!” He said from above. “…And lot better looking if I do say so myself, still holding out on equivalency though!”

She fished the small silver device out of the pocket despite it not feeling like it had even been in there. “What are you talking about?”

“As far as I know I haven’t regenerated, I’m still the same person I was before arriving in this universe, that means that only my body changed.” He said as he unceremoniously dropped several fragile looking machines the full two meters down onto the metal floor. “So I’m hoping that by whatever standard this universe holds me to, I’m the equivalent of what I was.”

Twilight levitated the sonic screwdriver and began running through the selected frequency settings. “And you were a handsome…whatever you were?”

He hopped off the ladder with a loud clank and began piecing the little machines together. “I like to think so, so did a few of my assistants…and enemies…”

“Wait, assistants?” Twilight said, absently flicking through the settings “What do you mean by that?”

She saw him jerk out of the corner of her eye, what could have been a muted self-directed expletive followed. “Ooh, this isomorphic oscillator will need replacing afterwards…”

She stopped and turned to him. “Doctor.”

He didn’t turn to face her, rather kept fumbling with the thing he was haphazardly assembling. “People I traveled with.”

“Travel? Like, in space?” Twilight said, ears perking up.

“Space and then some…really I’d just pick up people who, well, interested me. Helped me. There’s been so many…dozens. Some of them clever, some of them brave, some of them wise, some resourceful, others determined, more still were just adventurous, but all of them were…friends.”

She could see him deflate somewhat, like the weight of a painful memory had suddenly touched down on his shoulders. She unexpectedly felt a tug on her heart; he was lonely. She knew he was telling the truth; his charisma and magnetism would have been a beacon to anyone, let alone the siren call of the bizarre that surrounded him. This was a stallion who should have no trouble making friends; and that’s what got to her the most of all, for all his friendliness and charm, for all his adventure and experience, he was alone when he had first met them. Completely alone.

She heard the stupid question leave her mouth before she could do anything to stop it. “Where are they now?”

“They’re…” he paused, taking in a deep breath before speaking again, a clear edge to his voice now. “They’re gone now, all gone. Other time, other dimension, gone forever!”

“Doctor…” she said, internally cursing herself. “I’m sorry, I didn’t know-”

“Well now you do.” he said curtly. “Now, if you’ll kindly get back to work, there’s another part I need to get.”

Without another word he ascended the ladder once more. Twilight sighed angrily ‘Why did I say that? He clearly didn’t want to talk about it, why the hell am I so Celestia-damned stupid?!’ she fumed as she began to run through the settings again. ‘I’ve never been good with ponies! Why am I so-what’s that sound?

She looked up at the source of the increasingly high-pitched buzzing, the tip of the sonic screwdriver and the star-ruby and sapphires on her tiara were glowing brightly, the humming now reaching a persistent shrieking tone. There was a sudden bright flash of light followed by a sharp crack and Twilight was propelled backwards, she crashed into the ladder and landed prostrate on the floor, dazed. As she attempted to assemble her thoughts she could hear the frenzied exclamations of The Doctor as he struggled in vain to maintain balance. She turned her head up to see The Doctor plummeting towards her, eyes wide with surprise.


Once again she assembled her thoughts and opened her eyes, a dazed Doctor was resting his head over her left shoulder, his eyes rolling around comically as he mumbled indistinctly. She could feel his weight on her back and haunches; he was actually quite heavy for someone so slender. The sound of a door swinging open drew her attention, she looked up to see the expressions on Zecora’s, Rainbow Dash’s, and Applejack’s faces change from alarmed worry to abject shock. She blinked for a moment before realizing what a…compromising position they were in.

She shot to her feet, sending The Doctor flying into some coiled tubes piled on the floor. “It’s not what it looks like!”

Applejack stamped her hoof loudly on the metal plating. “Dangit Twi! There’s a time an’ a place fer that sorta thing, an’ here ‘n’ now ain’t it!”

Pinkie Pie and Fluttershy entered the room upon hearing the commotion; Fluttershy saw Zecora helping The Doctor get to his hooves from a pile of tubing and darted over to help. “What happened? We heard an explosion! Is everyone okay?”

Applejack snorted. “A heap good more’n ‘okay’ apparently!”

Rainbow Dash sped over to Fluttershy, Zecora, and The Doctor, shooting the latter an accusatory look. “Yeah! We just walked in on these two playing the first half of Leap-Frog!”

“I love Leap-Frog!” Exclaimed Pinkie Pie as she began to hop over an imaginary companion. “Wheeeeeeee!”

The Doctor shook his head and walked past Rainbow Dash towards the wired-in tiara. He picked up the sonic screwdriver and placed it on the table, it was blackened and scorched. The tip had exploded. “Tch! Frazzled! Ms. Sparkle, what was the setting at when it did that?”

Twilight shifted her gaze back and forth between The Doctor and her friends. “Uuuh…forty-two, I think.”

“What d’you mean ‘you think’?” He said, getting a new sonic screwdriver out of a cupboard labeled ‘Take Better Care Of These!!’ “I told you to shift through the settings and watch for reactions!”

Twilight quietly thanked The Doctor for his uncanny ability to defuse awkward situations by ignoring them. “Well, we were talking and you shouted at me, it was distracting!”

“Oh I wasn’t shouting at you! I was just ending a conversation...loudly. Anyway, it wasn’t shouting.”

Rainbow Dash streaked over to The Doctor as he fiddled with the new sonic screwdriver. “Aren’t you going to even try and explain what we just saw, space stallion?”

“Oh, do get your mind out of the gutter Ms. Dash! In case you haven’t noticed there are more important things going on!” he said as he brushed past her. “…I swear it’s the same everywhere! Never mind the brain-melting cosmic abomination, there’s shipping afoot! Oh excuse me, shipping ‘ahoof’!”

The Doctor approached the tiara and activated the sonic screwdriver, the device thrummed and the crystals began to glow brightly, but without the screeching or shockwave. “Hmmmm…benign harmonization at setting 43.01695830512971963540271. That’s what I love about harmonics, lots of wiggle-room! The ‘boom’ setting is around forty-two, like you said.”

Applejack rolled her eyes and examined the tiara setup. “Say Twilight, ain’t that yer Element Of Harmony?”

She nodded. “Yes, The Doctor and I were trying to figure out just what the functioning mechanism is. So far we’ve deduced that it’s some sort of harmonizing crucible that can increase the amount of PKE we can control and greatly enhances the degree to which we control it.”

The Doctor nodded as he toyed around more with the sonic screwdriver. “But what just happened was unusual. It was almost like it sucked in the ambient PKE and blasted it back out, but without anyone controlling it or harmonizing it. It’s not supposed to do that.”

Rainbow Dash prodded the dimly glowing tiara. “D’you think the Elements Of Harmony will be enough to stop The S’Müz?”

“I don’t know…” The Doctor said, putting his hoof to his chin. “All together they’re immensely powerful, Twilight told me about the mythos and Nightmare Moon while we were setting this thing up. Anything strong enough to subdue a being that can stop a planet’s rotation with a thought should be useful in the very least.”

“But we need to have all of them to make it work.” said Fluttershy “And Rarity’s been attending a concert and fashion show in Trottingham all week.”

“Oh my lord…‘Trotting-ham’, really?” The Doctor muttered before saying “Come on then! To the control room, we’re going to gather our forces and plan our attack!”

Twilight nodded and turned to her friends, telekinetically donning her tiara. “Are you all still okay with this? There’s a very good chance we could all die.”

Rainbow Dash snorted and flicked her mane. “C’mon Twilight! You know us better than that!”

Applejack smiled and stomped her hooves. “’Sides, if’n we don’t stomp that S’Müz critter, we’ll all die fer sure!”

Pinkie Pie donned her Element Of Harmony. “I knew this’d come in handy! Oh, and don’t worry Twilight, we’ve come too far to back out now!”

Fluttershy nodded, taking her Element from Pinkie’s bag. “If there’s any chance we can stop this thing we have to take it, even if it means our lives.”

Zecora bowed ceremoniously. “I’ve seen that which the Hervoken feared, entire worlds will disappear. If we are to die so that they may live, there is no nobler cause for one’s life to give.”

Twilight smiled, an unexpected lump forming in her throat, so much had happened since that morning. They had all been safe at home this morning, and now a scant few hours later they were ready and willing to give their lives to stop an unspeakable evil. There was a friendship report in there somewhere, but that would have to wait. “Alright. We need to get Rainbow Dash’s and Applejack’s Elements before we get Rarity, after that it’s game time.”

On cue the TARDIS’s phase engines thudded into activity.

Trottingham was abuzz with activity, a city of nearly one million ponies with close to five hundred thousand new arrivals roaming the streets, buying clothes and seeing the sights. The streets and shops had ponies lined up shoulder to shoulder; the entire public district had become a single extended celebration. The cause for all the commotion was the unexpected combination event of Pop-Pony Sapphire Shores’ Zigfilly Follies Tour rolling into town during the largest of the city’s many glamorous fashion shows. Trottingham’s annual fashion extravaganza drew in enormous numbers of ponies from the city and the surrounding area and Sapphire Shore’s entourage of fans, roadies, press, and more fans had brought in an influx of young and excited mares and stallions to patronize the city’s many illustrious establishments.

Rarity stood in the skybox above the fashion runway, for this occasion she had donned her (second) best dress and best jewelry ensemble. In fact, this dress had been designed to flow around her centerpiece necklace, her beautiful Element Of Harmony. She could barely contain her joy as she watched Sapphire Shore dancing and singing on a fashion runway-cum-musical stage, showing off both her powerful and sensational voice and the glittering gemstone studded sequined jumpsuit Rarity had designed for her. Sapphire Shores had realized how important such exposure would be to Rarity and had actually invited her along, promising to introduce her to any big-name fashion aficionados that inquired about the suits. She had nearly fainted from delighted shock upon hearing this.

All the fashion ponies occupying the skybox were chatting amongst themselves about the outfit, as of yet unaware that she had designed them.

“Who designed that wondrous suit? I’m asking after the show!”

“Spectacular. That outfit fits her style to a tee!”

“Indeed! It’s loud, brash; it catches the eye without being too abrasive, multi-faceted but not too cluttered! A feast for the eyes!”

“The gemstone design is truly magnificent! Reminiscent of the monarchical ceremonial jewelry fad in the eighties if I’m not mistaken! This could be the beginning of a come back!”

“And do I detect a retro-rock-star motif in the sequin-jumpsuit design? A tasteful callback to a tragically forgotten era of music and fashion!”

“Is it true that you designed five other costumes for her within a week? With different jewels for each one?”

It took Rarity a moment to realize that this question was being directed at her. “E-excuse me?”

Looking directly at her was a tall, thin dog-like creature. He was wearing what appeared to be a black silk three-piece suit, and around his neck was a collar adorned with stunningly beautiful luminescent gems. He was a diamond dog. Rarity did a double take upon this realization; he was only barely recognizable as the same species as those brutes that had so callously taken her to work in their mine. He was tall, thin, with extremely defined features and expertly cleaned and styled fur; his posture was straight and refined with his long somewhat ape-like arms elegantly folded behind his back. He seemed so familiar.

“O-oh…” She said, somewhat nervous, whoever he was his voice had attracted the attention of the other ponies in the skybox, obviously important. “Yes, that’s true. How did you know I designed them?”

The diamond dog responded in an eloquent low-toned voice, culture and sophistication expressed in every word, unlike those squawking gravelly voiced miners. “I did some extra research on the side when my company led an investigation regarding an illegal gem-mining operation outside of Ponyville. Some uncouth freelancers from the boonies decided that a stunning young unicorn would make an excellent addition to their team. They were wrong.”

She laughed at the memory; those dogs had been under her hoof the entire time. “Oh well, it’s not like they really knew what they were getting into, the poor dears!”

He laughed with her. “Yes, they were quite forthcoming as to the nature of the situation. I hope you don’t take this the wrong way, but you would have a distinguished career in upper management.”

“Oh do go on Mr…?” She said, extending her hoof.

He reached out and took it in his right paw. “Zeitgeist Stardust, head chairman and CEO of Stardust Gems Incorporated, here’s my card.”

Rarity gasped, she hadn’t recognized him in the dim light of the skybox. Stardust Gems Inc. was Equestria’s foremost supplier of gemstones. It not only oversaw their mining, but also had subsidiaries dedicated to their utilization, from jewelry to media-crystals for technology, Stardust Gems supplied them all. Zeitgeist Stardust was a celebrity in and of himself; a patron of the arts, fashion aficionado, artist, writer; his name carried huge influence in both the media and business worlds. And he was talking to her!

“Ms., er, Rarity was it? You designed those outfits?” Inquired a nearby fashion pony.

Another pony stepped forward. “Rarity? Oh! I knew that name sounded familiar, this is the mare that Hoity Toity was raving about. Six of the most elegant dresses he had ever seen! Apparently they had all been designed on short notice, too!”

Rarity was soon mobbed by dozens of fashion ponies, all trying to speak over one another and the pop music blaring in the background. Rarity began to feel overwhelmed, slowly backing away, a smile on her face nonetheless.

A whistle cut through the air and all ponies looked towards Mr. Stardust. “Now, I’m quite sure Ms. Rarity would love to speak with you all, but I’m afraid I have selfishly requested that she design an ensemble for me for the Grand Galloping Gala and must be called away at this time.”

All the fashion ponies immediately backed away, calling to Rarity to contact them at such and such a time. She smiled and waved goodbye to them as she accompanied her second celebrity client out of the luxurious skybox.

“Oh thank you Mr. Stardust. I love the fashion scene but they can be a voracious bunch!” She said, trying to keep an excited squeal out of her voice.

“Think nothing of it Ms. Rarity, I came to this show to find a designer and I found a promising star instead. With my help, you’ll be the next big thing in haute couture!” He said, patting her lightly on the back. “Also, please call me Zeit, I do so hate stuffy formalities.”

The two sat in a café outside the fashion hall, steaming cups of gourmet coffee in front of them.

“So, I would like for you to look over these swatches and tell me what you think would be the best shade for the main-body silk. I’ll give you my advice and offer any suggestions I may have. Of course it’s up to you whether or not to heed any of them…”

He sipped the coffee and looked through the color swatches. “Oh don’t worry Ms. Rarity, I’ll keep an ear cocked for your advice. After all, if I just wanted a suit designed to my specifications, I could have just asked any one of those simpering ninnies around you. No, I want something…unique, something inspired.”

Rarity blushed slightly on the outside but inside she was screaming with joy. “Oh, Zeit you flatterer! I hope you don’t mind my saying, but I think you would suit something subdued and elegant. Something quiet, no frills or sequins or gems, but bold and strong from afar and…”

“…And complex and intricate up close.” He finished, a smile on his face. “Something requiring contemplation. That is what I was looking for, personalized wear not some tres chic sheep-fashion statement, but something intimate and stylized. Designed from a unique perspective. I’ll have an ensemble without rival, aside from you and your friends of course.”

“Well, I’ll be sure to make you the talk of the Gala! Maybe we’ll see you there?” She said, sipping her coffee with a straw.

“Take no offense from this, but how did you all acquire tickets to the Grand Galloping Gala? Ponyville is a bit out of the way for the Gala sweepstakes.”

Rarity smiled, only a true gentleman could say such a piss-ant town was ‘out of the way’. “Oh, my friend Twilight Sparkle got two tickets from the Princess herself, she is her prized student and all. After a bit of tension over who to give the extra ticket to she sent them back, declining the offer.”

Zeit stopped sipping the coffee, a look of surprise on his face. “No!”

“Mmh-hmm! And so the Princess gave us all tickets!”

“A royal invitation? How grand!” he said as he finished his coffee, opening his mouth to say something before being cut off by a curt beeping from his watch. “Oh dear…I have an art house opening to attend in fifteen minutes. I can’t believe that snuck up on me!”

“Oh.” Rarity sighed inside but reached out her hoof. “Well, it was a pleasure meeting you Zeit, you have my information I trust?”

“Of course. I’ll contact you when I’ve decided what color I want…” He smiled at her. “…Or you could accompany me for the rest of the day, in case I decide then. What do you say?”

“I-I-I” She stammered, was this really happening? “Yuh-yes! *ahem* I mean, I would be delighted to accompany you Mr. Stardust.”

‘This is it! A day of being seen with him and Sapphire Shore’s endorsement will get me into the front page of Vogue for sure! Soon, everyone will know that the most talented, most cultured, most amazing unicorn is Rar-’ She noticed he was staring at her, an eyebrow raised. “Excuse me? Is something wrong?”

“Your necklace…” He said gesturing at her Element Of Harmony. “…Is it supposed to be glowing like that?”

She looked down at her Element Of Harmony; it pulsated slowly with a bright violet light. “Oh? It’s only ever done that when…”

“What’s that sound?” Zeit said, his ears perking up and rotating on his head, trying to locate the source. “It’s kind of like…scraping one’s front door keys on piano wire…”

Rarity felt a blast of warm air on the side of her face as it radiated out from a single point directly adjacent to their table. Impossibly, a light began to flash in mid-air; each pulse in tune with the wheezing groan that was growing louder and louder. The light was now illuminating a transparent shape as it began to materialize in, each pulse, wheeze, and blast of hot electrified air revealed more and more of the shape. It was a kiosk of some kind, like a telephone booth, but far too tall and far too wide. The whirring died down into a sort of decaying screeching sound, before them was a blue wooden booth. It was tall, dwarfing them both as they slowly got out of their chairs and approached it, Zeit holding an arm out in front of Rarity as he approached the box.

“It…it looks like it’s made of wood.” He said as he tapped on the door. “Feels like wood too.”

Suddenly the door flew inwards, revealing a tall, slender bodied brown stallion. “Ooh…parked a little close. Oh hey! Coffee!” he said, before noticing Zeit. “…And a dog.”

Zeit cleared his throat and stepped forward. “Excuse me sir, aren’t you going to introduce yourself?”

“No.” He turned to Rarity. “Rarity I presume? We tracked the harmonic signature of your Element Of, well, Harmony to find you.”

She blinked and walked forward. “Yes, that’s me. And who are you? Who are ‘we’ for that matter?”

He shrugged, a playful look on his face. “Oh no one really, just a local census taker! I would like to know if you are satisfied with the current size of most peanut butter tubs! My company is considering upgrading to the seven-hundred-and-fifty milliliter paradigm and cutting costs by supplementing 60% of our product with chemical thickeners…probably shouldn’t have said that last bit…”

“Doctor!” said a familiar voice. “Stop wasting time!”

Rarity was astounded when she saw Twilight shoulder the strange stallion out of the booth that would have been barely big enough for the both of them. “Rarity! We need you to come with us, all of Equestria’s in terrible danger!”

Rarity trotted over to the table and sniffed her coffee. “Hmm, nothing. Well, I must be going insane then. I always thought losing my mind would be a little more…dramatic.” Twilight, Applejack, and Rainbow Dash all came galloping out of the box and began to push her towards it. “Hmm! I wonder if this is symbolic of anything? Hey! Watch the dress, it’s delicate!”

As she disappeared into the booth she stuck her head out and called to the flabbergasted Zeit. “Zeit, darling! If this somehow isn’t a psychotic episode, I’ll call you!”

He straightened out his posture and waved to her. “I’ll hold you to that!”

The door slammed shut and the wheezing and flashing began once more, this time the box dematerialized, leaving behind a faint high-toned screeching before that too faded away completely.

“Hmm.” Zeit said bluntly. “Must be a pony thing.”

Rarity sighed in exacerbation when the strange stallion kicked the door shut. “What a time to go mad, I simply cannot…cannot…oh my…”

She realized that she was in an enormous room. The booth she had entered had been over-sized but…she suspected that there was an entire building in here! Did the rest of it look like this? Dim yellow light cast everything in an aura-like glow. Huge organic-looking pillars reaching upwards to the ceiling three meters above her head, the walls were pocked with strange indentations and the centerpiece was a decidedly slipshod looking console bristling with various garish knobs and switches, tubes and wires hung from the ceiling.

“Well?” said a voice to her right, it was the strange stallion. “Got anything to say? Any keen observations or insightful statements?”

“It’s…” she said, a grin growing on the stallion’s face. “…It’s…so…tacky.”

“What?” The stallion said, grin disappearing from his face.

“It’s simply awful!”


Rarity walked around the center console, a look of distain on her face. “Ugh! It’s just so kitschy, like a cheap prop set! And a gold color scheme combined with yellow lighting? Yeeech! Yellow lighting only works if you’ve got violet furnishing, don’t you know anything about complementary colors? And who honestly opens up their abode with grated-metal floors and ersatz-Organic Charter coral pillars? If you’re going to go for a mechanical theme as your center stage and floors clearly suggest, you simply can’t frame the room with coral pillars, as those are a renowned theme amidst organic architecture! It’s antithetical and it clashes, a truly grand design scheme requires consistency!”

“I was being sarcastic when I asked for your insight…” The Doctor snorted indignantly before whispering to no one in particular. “Don’t you listen to her sweetheart, you’re beautiful!”

Twilight stepped forward, a smile on her face. “So…you don’t think you’re dreaming or anything?”

“Twilight darling, I’ve screamed myself awake from less! Insane or not, I simply cannot have imagined this…this disaster! No, this crime against internal decorating is tragically real. Ergo I am conscious and sane…” she said before donning an irritated expression. “…Of course, if this was a nightmare or a delusion I’d take some solace in knowing that I didn’t just get dragged away from an extremely rich and powerful client! This had better be important.”

“Inter-dimensional space-witches are plotting to unleash a malevolent extra-planar being upon Equestria. If they succeed it will forcefully remove the souls of every living creature in the universe, including your rich client.” Twilight said quickly.

Rarity blinked and looked around at all her friends, each one nodding in affirmation. “Oh. Well. Alright then.”

“Okay!” said The Doctor, making his way up to the control console. “Pleasantries out of the way, we’ve got some witches to foil!”

“Mhhm.” said Rarity, unimpressed. “And you are?”

He turned to her. “I’m The Doctor.”

“Just ‘The Doctor’, correct?”

“You catch on quick.” He said, an animated look on his face. “Also, you seem to be taking this whole thing rather well, suspiciously well in fact. Is this sort of thing normal for you? Your friends appear out of nowhere, drag you inside a box that’s bigger on the inside, and tell you that it’s time to risk life and limb with the fate of all of creation resting on your shoulders? Because that’s what’s happening!”

Rarity blinked, and looked around her, reassessing the situation. “Whatever all this is it seems important. If my line of work has taught me anything it’s taught me the value of prioritizing. I’ll do my best to perform for the moment and break down once the crisis has been averted, hmm?”

“Grace under stress, I like that.” He said, pulling a lever on the console. “No time like the present! Allons-y!!”

Draggle hovered outside the cave. Having completed the sensor perimeter she now only waited for her mother to exit the cave or for the alarm to go off, whereupon she could have to fight something that frightened even her mother, a Time Lord. The ponies that accompanied the Time Lord were nothing to scoff at either, two of the little beasts had actually managed to hurt her and Reeka, and yet another showed itself able to deflect an arc barrage spell. She sighed as she cast a gaze over the summoning paraphernalia; sufficient life force had been drained from the surrounding area to complete the bridge and the fungal matter she had collected would serve as a perfect medium. Still she feared for the safety of herself and her mother, that…that thing, with its booming empty voice and its menacing words, it was dangerous. Why couldn’t Hydia see it? She had the most terrible fear that The S’Müz would simply kill everything, that it would eat them all. Hydia thought she could control it, thought she could make it do as she wished, but she was nothing to it, Draggle could clearly tell this simply from the way it spoke to them.

“Draggle!” said a voice from the cave. “Draggle! Draw in the water from the air and fill the hole, boil the clover and prepare the transfer medium!”

Hydia came storming out of the cave, her eyes aglow with anger. Draggle quickly pulled in the necessary amount of water and dumped it into the large hole in the ground. “Matron…” she said carefully. “…What’s happened? What did The S’Müz say?”

Hydia pointed at the water boiling it instantly. “The Time Lord contacted The S’Müz, he spoke with it. I doubt it was any more forthcoming with him that it is with us, but they’re a clever bunch those Time Lords…he’ll try and stop us, we must begin the ritual immediately!”

“Matron…” Draggle said, fidgeting.

“What is it?”

Draggle steeled her nerves and moved towards her mother. “I don’t think we should do this.”

Hydia spun around, her eyes emitting a terrible crimson light. “WHAT DID YOU SAY?!”

“Muh-Matron! Please hear me!” She said as she cowered away. “It’s dangerous! The S’Müz is too powerful for you to control!”

An enormous clawed hand batted the smaller Carrionite out of the air, Hydia bellowed in rage. “How dare you speak to me that way!! I am your Coven Matron, you obey my commands, and you do so without question!!”

“Buh-but Mama!” Draggle stammered before being silence by another blow.

“Don’t you call me that!!” she said, raising her remaining arm to strike again. “You miserable little insect!! You dare to think that I am not capable of controlling it?!”

“But you can’t control it!! If you bring it here it’ll kill everything, including us!!”


“Why do think the Hervoken didn’t use the charms?!”

“I said silence!!”

“They knew!! They knew that it would kill everything!! Everywhere!! And if we unleash it, we’ll be murdering the entire multiverse!!”

“SHUT UP!!!” Hydia clamped her hands around Draggle’s throat and threw her hard against the ground.

Draggle groaned and rolled over; hovering above her was Hydia, dark energy swirling about her remaining hand. “Draggle. You will make yourself of use and you will do so fast, because I have all I need to summon the S’Müz right here and you have just made yourself into a liability. I will not suffer liabilities.”

Draggle nodded and quickly dashed into the forest. Hydia growled to herself and began the chant the song. The song that would end the world.

The TARDIS shook and bucked, a sound like tearing metal reverberated through the control room. There was a final ‘clunk’ and the TARDIS stopped moving. As the craft stabilized a klaxon began its telltale cry, red lights flashing and blinking in warning.

“Doctor! What’s wrong?!” Twilight said, knowing what the siren meant.

“They’ve begun the ritual!” He stomped his hoof against the metal plate. “Damn! And they set up a directional tachyon field!”

“A what?” Applejack said, regaining her footing after the rough landing. “I can’t hear you over that alarm thing!”

The Doctor kicked the door open. “Oh just come on!”

The ponies exited the blaring ship and let out a simultaneous gasp of shock. They were standing in the middle of a huge burnt gash in the forest, trees were twisted and destroyed by whatever great force had come rolling through. At the far end of the destruction was an enormous crater, the contents of which still smoldering, black smoke now being dispersed and swirled by a building wind. To the left of the crash zone a single cloud rose over the trees, it was black as night and roiled and tumbled in the sky. Green-blue lightning arced and raced across its surface, occasionally converging on a single spot and exploding in a silent flash of light.

“It’s a storm like yesterday’s!” Twilight said, wind whipping around her. “They’re opening another portal to The Void!”

“Zecora! The keys!” The Doctor called, turning to the rest of the ponies. “Alright! You’ve all got your Elements on? Good! Zecora will be passing around your reverse perception filters, they should stop you from perceiving too much of The S’Müz’ physical form!”

“What’s the ‘smooze’?” said Rarity looking at the key on a loop of string Zecora that gave her.

The Doctor ran his sonic screwdriver over each of their Elements Of Harmony. “The soul eating monster from hell the space-witches are summoning! Do try to keep up!”

“Okaaaay…What would happen if we perceived it all?” Rarity said, rolling her eyes.

“Can’t say. Maybe nothing.” The Doctor shrugged nonchalantly. “Or maybe you’ll lose your mind, chew off your tongue, and pull out your eyes and eat them! Reactions vary from person to person-er-I mean from ‘pony to pony’.”

“How long do we have?” said Twilight, now shouting over the wind.

The Doctor ran into the forest, signaling for the ponies to follow him. “Twenty minutes! The directional tachyon field prevented the TARDIS from materializing within its radius. However, since they don’t have any kind of large power source they’re probably using a low-powered field. That puts us less than fifty meters from where they don’t want us!”

As they entered the outcropping of forest between them and the summoning grounds the sound of the wind eventually began to ebb away. In fact, all sound began to cease; all around them the forest was still, silent. Not even their own footprints could be heard.

“What’s going on Doctor?” Pinkie Pie said, only now showing something close to nervousness. “Why’s all the sound going away?”

“The Void is partially damping all the sound in the area! It’ll come and go!” The Doctor said calmly.

“How can we hear each other then, Professor?” said Applejack, unconsciously rubbing her ears.

“It’s because we’re wearing our Elements Of Harmony, right Doctor?” Twilight said. “They heighten our ability to use PKE!”

The Doctor nodded. “We’re not ‘hearing’ each other per se, but rather your Elements allow you to interpret the PKE in each other’s minds as what they’d be saying otherwise.”

“So…we’re reading each other’s minds?” Rainbow Dash said uncomfortably.

“Very superficially, you’re only hearing the thoughts in the speech center of each other’s brains, that’s where PKE is most concentrated in terms of perceivable psychic wave patterns.” The Doctor said without moving his lips. “Don’t concentrate too hard on anything you don’t want us to hear, just in case!”

“…that jacket is horrible…”

“Hey!” The Doctor said, shooting Rarity an annoyed look.

“Well it is! The way you’ve tied it around your neck it looks like it’s a dozen sizes to large for you! In fact…” she said, her horn glowing. The jacket untied itself from The Doctor’s neck and spread out above him in mid-air, sleeves stretched. “Oh my…”

Rainbow Dash flitted around the levitating jacket. “Why do you have a jacket like that? The sleeves are waaaay too long!”

The Doctor jumped up and grabbed the article of clothing and tied it back around his neck. “It used to fit, before I became a stunted little quadruped anyway!”

“Back up.” Rarity said flatly. “You used to fit that? How?”

“He’s an alien from another dimension.” Twilight said pithily. “Didn’t we mention that?”

“Wait, if you used to be…” Applejack said, gesturing at the jacket. “…That, why d’you look like this now?”

“I don’t know! Actually it’s been on my mind for a while, I didn’t regenerate, but my body did change. I’m still me, but now I’m stuck as a thumb-less equine, none of my clothes fit, and I’m going to have to change the TARDIS desktop theme to correspond with…hooves.” The Doctor said, a noticeable edge of irritation in his ‘voice’.

“Maybe it’s like a dress code.” Rarity mused to herself.

“Don’t you think of anything else?” The Doctor sighed. “Dress this, fashion that, ‘your hyper-dimensional ship is an interior designer’s nightmare!’ On and on!”

“Oh don’t be tetchy!” She said quickly. “I don’t know any other way to put it. You’re from another dimension, one that may or may not operate on different physical laws, correct? Well what if you, that is to say, your body changed to conform to this universe’s ‘dress code’. Where in your dimension it is ‘smart-casual’, uh…biped-thing, here it is ‘formal-wear’ pony?”

“That’s rid…hmmm…” The Doctor thought for a moment. “…multiversal equivalency template! Of course, why didn’t I think of it before? What’s a humanoid there is a quadruped here!”

Zecora looked over The Doctor momentarily. “You seem familiar with the guise of a pony, in what way have you changed in body?”

“Well, I doubt I’d be anything you’ve seen before.” He said, smiling. “Funny though, I’ve seen ponies before, not quite as cute as you lot though…or as smart…Anyway, to answer the question, by your metric I would have resembled a bald, off-pink colored ape.”

“Ew!” Rainbow Dash said, scrunching up her face into a grimace. “Thank Celestia for multi-something equivowhatsits!”

“Oi!” The Doctor exclaimed. “I was a very handsome mangy upright monkey! A lot better looking than I am now, that’s for sure…I had such wonderful sideburns…”

Zecora smiled coyly. “I suppose to an ape this form is unsightly, but do not take your new body lightly. If you were as handsome as you say, who said you have not stayed that way?”

The Doctor blinked awkwardly. ‘Am I being hit on by a zebra?’

“If coming here means changing to this universe’s equivalent of whatever you were why weren’t the Carrionites or the Hervoken changed?” Fluttershy said, cautiously looking around the forest.

The Doctor turned from Zecora and shrugged. “I guess they were quantum locked by the Deep Darkness or something, born into an artificial dimension it…it…does anybody else hear that chanting sound?”

The sound of wind and thunder washed back over them, the sounds of the forest rushed in, followed by the crackling shriek of high-energy discharge as it arced into a rock partially imbedded in the ground just to the right side of Twilight. The explosion scattered the ponies, hot chunks of rock went whizzing through the air. Twilight opened her eyes in a daze, the newly returned sound now drowned out by the ringing in her head. She dimly heard another shrieking bolt of energy and felt herself get tossed about by another concussive blast, farther away this time. She felt herself thud painlessly into a pile of leaves. Groggily she tried to get to her feet, only vaguely aware of the battle going on a few meters away. She looked up, thoughts still scattered, and one of her eyes seemed to be lost in a reddish haze. A zebra was acrobatically hopping about and striking a large monstrous creature with her staff, in one of the monster’s talon tipped hands was a struggling brown stallion. The beast swung at the zebra in rage, missing each time by what appeared to be a hairs breadth. Stones often would streak forward and pelt the creature, usually to little more effect than enraging it. Twilight felt her legs give out once again and she landed face down in the leaves.

“Dash! You keep an eye on Fluttershy!” ordered Applejack. “Rarity, can you throw a thing or two and cover me while ah get the Professor?”

Rarity smiled before straining with effort. From the forest came a large log, twenty-five centimeters wide by two meters long, it flew through the air with enough speed to shriek as it passed over their heads. The Carrionite let out a comical sounding “Huh?!” before the log speared into her center mass with terrific force. The witch was sent flying backwards into the forest and out of sight, letting The Doctor go as it hurtled backwards.

“O-okay…” Applejack stammered. “Or y’all could just do that.”

Applejack rushed forward to help Zecora collect The Doctor, he was sporting a couple heavily bleeding scratches and what was going to be an impressive shiner in a few hours, but was otherwise fine.

“Where’s Twilight?” He croaked. “Is she okay?”

Fluttershy and Pinkie Pie dragged a semi-conscious Twilight out of a pile of leaves. She had a series of angry red burns and minor shrapnel damage on the side that had been facing the explosion, her book filled saddlebag had born the brunt of the explosion. A deep laceration ran across her brow where a razor sharp fragment of rock had come within centimeters of penetrating her skull, missing and only flaying open the flesh above her right eye. She was mumbling and the eye that wasn’t covered in blood moved about in a dazed fashion.

“Is she okay Professor?” Applejack said desperately.

The Doctor pulled out his sonic screwdriver, it trilled softly. “…Seems she subconsciously cast a shield spell around herself before it hit, so no internal damage. She’ll be fine, but she’s been a little concussed…” he said before looking over to where the Carrionite had gone flying into the woods. “…I hope Ms. Rarity left that Carrionite undamaged enough to talk. I would like to have words.”

“…Ah like it when The Professor gets mad, that look in his eyes just makes me…did ah say that or just think it?”

“You thought it AJ.” said Rainbow Dash, an unimpressed look on her face “But we heard it anyway.”

The Doctor cursed in some ancient tongue that almost hurt to think about. “Sound’s out again. We won’t be able to hear her charging up to attack.”

“Did anyone else hear a sort of singing before it attacked?” Fluttershy said. “Could that have been it chanting a spell in its head?”

“Very good Ms. Fluttershy. You’re right, but they only have to cast spells to summon energy, and those blasts wouldn’t have been enough to deplete her. If I had to guess, I’d say she’s got one more in-”

The Doctor was cut off by a short sound of alarm from Zecora as she threw herself into The Doctor’s side, knocking him to the ground before an orange blast of energy struck the zebra on her side. A brief horrible scream of mortal pain and fear rang in their minds as she fell to the ground in a heap, steam and smoke billowing from both the large charred hole in her side and from her mouth and nostrils, an expression of shock and pain etched into her exotic features.

The Doctor shot to his feet, the sound had returned, the wind roared and howled, now strong enough to gust through the treetops, picking up leaves and debris and swirling them around in the air. “Zecora!”

Twilight’s eyes snapped open. She dizzily rolled from her side onto her hooves. She looked over to see The Doctor looking over the wound; he looked up and met her eyes, a look of distressed helplessness clear within them. “Doctor?”

He averted his eyes, looking back down at the wound. Twilight darted over to the tattered remains of her saddlebags strewn on the ground, digging through the myriad books and scrolls. She found her medical book and ran back over to the fallen zebra. Desperately she began to nose through the book, the wind making the pages flutter and turn chaotically.

She felt a hoof upon her shoulder; she looked up to see The Doctor. “Twilight…she’s gone.”

“But-” Twilight began, a blood curdling scream cutting her off.

The Carrionite burst from the forest, an unearthly howl piercing the air. “DIIIIIIIIE TIIIIIIIIME LOOOOR-URHK!!!” It bellowed as an enormous rock exploded from the ground beneath her, Rarity gritted her teeth in effort, catching the Carrionite across the jaw with the boulder with a solid impact. The Carrionite spun in midair as Applejack’s lasso fastened around her throat. A mighty tug from the powerful workhorse sent the beast plummeting towards her. In a series of fluid movements, Applejack leapt forward, rotating in mid-air, and planted two iron-shod hooves firmly on the monster’s head. The kick sent the Carrionite tumbling across the ground; it came to a stop a few meters away, it’s head snapped up a look of murder on its hideous face, its hands angrily curling and digging deep channels into the earth. It leapt towards the offending equines, claws ready to tear, razor toothed maw opening and closing with a loathsome scraping noise. A thunderous boom drowned out what could have been a bellow of rage; the forest was bathed in a brilliant technicolor light. A streak of rainbow colors slammed into the Carrionite’s back from above, smashing it into the ground with enough force to crater the earth, enormous plumes of dust and debris exploded from the assault. The sound once again receded to nothing. Rainbow Dash set down lightly next to Applejack and Rarity, tears of wind and rage in her eyes. They turned around to see The Doctor, Pinkie Pie, Twilight, and Fluttershy standing over Zecora. Fluttershy sobbed quietly as she leaned against The Doctor, he put his hoof over Zecora’s upturned face and closed her eyes, an unrecognizable expression on his face.

“Doctor…” Rainbow Dash said, approaching them. “Can’t you…can’t you help her?”

“There was nothing we could do.” He said quietly. “It incinerated her lungs and heart. She was dead before she hit the ground.”

“Twilight? Don’t-don’t you have any spells or…” she said, stopping as she saw Twilight shake her head. “What good are you then?! What the hell good are either of you?!”

“Dash!” Applejack said sternly, suppressed anger clear in her voice. “There’s nothin’ they coulda done, now we’s just got another reason to make sure these monsters don’t hurt no-one else!”

The Doctor pulled out his sonic screwdriver and tucked it behind his ear, taking off his coat and draping it over Zecora’s body. “No-one else…”

He stood up and noticed Twilight wasn’t standing across from him. He looked around behind him and saw she was slowly walking to the crater, her horn glowing. He patted Fluttershy on the shoulder and signaled to Pinkie Pie to follow him. Wind blasted once again, it was now a shrieking pulsating bellow as the storm above them boiled and thrashed.

Twilight felt a cold, burning fury engulf her stomach and race up her spine. She could sense that thing was still alive in the crater. Concentrating…concentrating…there! Her horn shone brightly, the sharp roar of her channeling the energy almost drowning out the gale force wind that whipped at her mane. She grabbed it, hoisting it out of the crater with no effort at all, with her tiara and her rage focusing her power, she felt that there was nothing she couldn’t do. The creature rattled, squirming slightly in her grip. Squeeze. Its body went stiff and collapsed in a little, a constricted wheeze emanating from its mouth.

“You.” She heard herself say. “You come to our dimension. Our world. Our home. You come here to destroy and kill. You maim and murder our children. You attack and kill our friends. You intend to destroy all life in all of creation. Enough is enough and we’re going to stop you. But…”

“...You…” An arc blasted from her horn, striking the creature, a constricted scream squeaked from its gaping mouth.

“…Must…” an arc blasted the creature again, this time the scream was now but a mere pained wheeze.

“…Suffer…” another arc, this time with no sound.

“…First.” and again, no sound.

“Twilight,” said a voice from behind. “Stop.”

She turned around; it was The Doctor, his expression not of anger or disappointment, but calm neutrality. “Stop this.”

“What?!” she said incredulously. “It killed Zecora, it would have killed you!”

He nodded, that same expression on his face. “I know. But it’s not her fault.”

Twilight laughed sardonically. “Not ‘her’ fault? It shot to kill! It attacked us! It did those horrible things to Orange Pekoe! To Cherry Swirl! It has to die! It deserves to die!!”

“I know what your feeling Twilight…” he turned and addressed all the other ponies who were watching. “…I know what you’re all feeling. I’ve been in this situation more times than any of you can imagine…I want to stop you before you do something you’ll regret.”

Rainbow Dash snorted and stomped her hoof. “Sorry Doctor! I’m with Twilight on this one! I say we roast these things!”

Applejack nodded in agreement. “Same here Professor! These things’re gonna kill us all! We got tah defend ourselves!”

“After what it did to those colts?! We need justice!!” Twilight shouted.

The Doctor turned to Rarity and Pinkie Pie who looked away and then to Fluttershy next to him, who was still blinking tears out of her eyes. “I know the feeling. At the time ‘justice’ seems like such a righteous and grand concept, that no wrong go unpunished, no deed without its due…but I’ve carried out…‘justice’ before. What I thought was right at the time. I’ve done terrible things, in the heat of battle, in the cold icy contemplation of rage; I’ve destroyed whole worlds. I don’t want you to make my mistakes; I don’t want you to know what evils you’re capable of in the throes of anguish and fury. You need to hear just what it is you’re executing.”

He held aloft his sonic screwdriver, it trilled for a fraction of a second before the sound bled away once more. In the place of the wind, in the place of the storm, came a voice. A small terrified voice. The voice of a child. “Mama! Help me! Please mama they’re hurting me! It hurts! Mama!! I don’t wanna die!! It hurts it hurts ithurts ithurtsithurtsithurtsithurtsithurtsithuuuuuuuurts!!!”

They turned to the source of the pleading cry. Floating in the air was a horrible monster, mouth filled with sharp teeth, huge talon tipped hands, and a long hard beak-like protrusion flanked by two horrible glowing red eyes. Yet, in those shimmering crimson pits was something gut-wrenchingly familiar; fear and pain and helplessness, the kind that could only come from a very small child, a child calling out to her mother for protection. The Carrionite fell from the air, landing heavily on the ground next to the crater, an unmistakable heaving took place, she was sobbing.

Twilight stepped back, that cold fury immediately settled and congealed into a heavy sick feeling in the pit of her stomach as she sat down. She felt a hoof on her shoulder and looked up to see The Doctor. “Doctor…I’m…” she said before turning away. “I didn’t know…”

He shushed her and patted her on the back. “It’s better to know what you’re capable of before you do something terrible. At least now you know your limits, but don’t have the blood of a child on your conscience as a consequence.”

Rainbow Dash and Applejack approached them, heads down.

“P-Professor…” Applejack started before looking away.

“We…we’re not…we didn’t…” Rainbow Dash said before shaking her head and sighing.

“Wait!” Rarity called out. “Fluttershy! What are you doing?!”

Fluttershy made her way over to the fallen Carrionite. The Carrionite reared up, a feeble hiss emanating from her mind, her posture was still that of a frightened animal.

“What’s your name?” Fluttershy said, a kind expression on her face, but her posture and eyes conveying pure dominance.

The Carrionite recoiled slightly, lowering her head in a submissive posture. “…Druh-Draggle…”

“Draggle. Do you know why we’re here?”

She looked around at them, a plaintive look in her eyes. “Yes. You’re gonna stop mama from summoning The S’Müz…”

Fluttershy nodded kindly. “Do you know why we have to stop it?”

Draggle nodded slowly. “Because…if you don’t, it will kill everyone.”

Rainbow Dash streaked forward, causing Draggle to recoil violently and hide behind Fluttershy. “You knew that it’ll kill everyone and you’re still trying to summon it?!”

Fluttershy shot Rainbow Dash a caustic look before turning back to Draggle. “It’s okay, she doesn’t mean to come on so strong.”

“Mama thinks she can control it!” Draggle blurted out. “She thinks she can make it do what she tells it to. But I know it’s too strong for her, I know it’ll kill her!”

“Then why are you helping her to summon it?” Pinkie said, bouncing up close to the cowering monster.

“She’s my mama, and my Coven Matron. I have to do what she says.”

“Draggle…” said The Doctor. “Will you take us to your mother? We need to talk to her.”

“You promise you won’t hurt her?”

The Doctor smiled radiantly. “We promise. We want to save her from herself.”

They approached the clearing. The wind whipped at their faces and manes, leaves and clouds of dust swirling around violently as the unholy gale above them churned. A single large shape floated in front of an enormous ball of levitating matter, a grey-green soup of water, herbs, and fungus. Energy arced around the shape, its one arm raised, a sweet almost chorus-like singing emanating from it.

“How close is she to summoning it Doctor?” Twilight whispered into his ear.

“We got here just in time…and no need to whisper. She’s concentrating so hard on the summoning ritual we could walk up and attack with a marching band!” The Doctor said, before pointing at something in the clearing. “That may be a problem though.”

Twilight squinted her eyes, every so often a stray arc of energy would bleed off from the witch, it would streak off in some direction before splashing against something, partially illuminating a bubble-like structure. “A shield!”

“It’ll take some doing, but I think I can lower it…we don’t have much time though…”

The Doctor noticed a bright light emanating from behind him. He turned to see the six ponies levitating slightly in the air, a blinding white aura surrounding them. In the middle was Twilight, her eyes glowing slightly. “Get out of the way, Doctor!”

The Doctor dove to the ground as an unnaturally bright pillar of white light arced towards the summoning ritual. It contacted the shield with a brief flash, the barrier collapsing an instant later. The beam continued to propagate towards the witch, curving upwards at the last second, impacting the sphere of contact medium dead in its center. For an instant the ball of water, herbs, and fungus seemed to become steam and then smoke, before being consumed from within by incandescent light. A terrific explosion shook the clearing, the large witch being hurled backwards from the small nova.

“N-Nooooo!!!” The witch bellowed. “The medium!”

“It’s over Matron!” The Doctor shouted over the wind. “Just stop what you’re doing, and no-one else gets hurt today!”

The witch bellowed and pointed at The Doctor, a dark red beam lancing from her fingers. The beam blasted towards The Doctor before abruptly changing direction, it streaked into the forest, an enormous red-black energy dome rearing up over the treetops before dissipating.

“Thank you Twilight.”

“No problem Doctor.”

“Doctor?” the witch said. “Sixteenth Century earth? The Shakespeare Code?”

“The same.” He said flatly. “And you?”

“Coven Matron Hydia Rau Hag Zau Rexis. Figures that a foul beast such as you would thwart this attempt at emancipation as well!”

“Lilith, Doomfinger, and Bloodtide have been spreading nasty stories about me, eh?”

“All Carrionites know of the meddling Doctor! Now I know that you are a Time Lord as well! When I summon the S’Müz, Gallifrey will die in agony for your insolence!” She said, gritting her teeth.

“…Too late…” The Doctor muttered. “Also, you’re not summoning anything! Your medium’s gone, I’m pretty sure that blast destroyed the charm, and in case you hadn’t noticed I’ve got some of the most powerful magical items standing at the ready. It’s over Hydia.”

She slouched somewhat. “What do you have against my people, Time Lord? Ours is an ancient and grand race, culture and power the like of which was never seen again in the universe! Do you sympathize so much with your Eternal brethren that you share in their blind hatred of us as well?”

“The Eternals locked you lot away for a reason. In your bids for power and control you blind yourself to what you’re doing!” The Doctor said, gesturing at the sky. “Look! Look at it! You are opening a portal to The Void, the place even The Eternals feared to go! And for a good reason! That thing, that entity you call The S’Müz, its sole motivation is the destruction of all life! It seeks to liberate the PKE, ‘the light’, of this and all other universes! It is literally going to suck out all life in all its forms, including you and your people!”

“I can control it!” She shouted.

The Doctor snorted and stamped his hoof. “Do you really think a being like you can control that thing? It’s been playing you this whole time! I’m sorry Hydia, but we cannot let your foolishness doom all of creation!”

“…What will you do with us?” she said, voice low, seeming to finally realize her situation.

“You’re too dangerous to be left here as you are. I have no choice but to send you back to the Deep Darkness…I’m sorry.”

“Understood.” Hydia lowered her head, a tinge of fear in her voice. “May I speak with my daughter? Provided you have not killed her, too.”

Draggle hovered towards her mother, her jerking, halting flight could only be described as a limp. “I’m here mama.”

Hydia touched one of Draggle’s openly bleeding wounds. “Did they hurt you, child?” She draped her arm around her daughter, something close to affection on her face. “I’m so sorry.”

“…I forgive you?” Draggle said, confused.

Hydia drew her close and looked up at The Doctor, any trace of warmth now replaced with an unsettling look of triumph. “Oh by the way…The Hervoken charm had an immaterium spell cast on it, making it impossible to remember perfectly.”

“To prevent replication, I know.” said The Doctor. “I still can’t let you-”

“I wasn’t finished…” Hydia said, something unpleasant entering her voice. “…However, I’m sure you remembered this little detail despite the immaterium. An asterisk, on the summoning side of the cube, when accessed it revealed a disclaimer regarding the collection of summoning mediums and harvested PKE…”

“Hydia…” The Doctor said, a growing tinge of horror in his voice.

“…That they were merely substitutes for a more…unsavory method.” She said, a loathsome smile curling her serrated mouth.

“…Don’t!!” The Doctor cried, beginning to run forward.

“Draggle…” Hydia said. “I’m sorry.”

“Mama? What-?” Draggle said before Hydia clapped her hand on her back, a harmonizing rune written on her back in her own blood.

The rune glowed blood red and Draggle stooped forward, screaming. Hydia levitated back as her daughter convulsed, the red light of the rune now a pillar of blood-crimson energy. Draggle arced her back; arms spread wide, a horrid gurgling scream exploding from her mouth. She convulsed once more before her jaw seemed to unhinge, the scream slowly ceased to be a living noise, replaced by a mind-fraying mental sound, high-toned and bass at the same time, flanging and reverberating as its source forced its way into the world. A dark purple ichor came bubbling from her mouth, eyes, and multiple wounds; ooze that was at once liquid and solid, moving and squirming like maggots and vermiform tendrils, but extending and dripping like partially coagulated blood. The vermin sludge wriggled and clambered over her body, and where their dread forms touched flesh a dark aura shone as the flesh retracted, turning grey and dry like parchment. The odious slithering sound echoed in the minds of all around while the dry crackling of the corpse as it shriveled and contorted rang in their ears. The corpse’s life essence was drawn out into a dark and terrible lattice of living geometry contrary to the dimension it was invading. Light bent around and fled from the now eldritch shape hovering limply, the ground beneath it turning a sickly greenish hue before turning black with death.

“Great One!!” Hydia pointed to the congregation of horrified ponies. “Now! As your first act! Destroy the Time Lord and his interlopers!!”

The shape lifted what was once an arm with a crackling sound not unlike that of snapping bones and rending ligaments. With a single swipe it obliterated Hydia’s body, macerating flesh and pulverizing bone, spraying blood and viscera into the air. As the carnage splattered through the clearing a sound arose that battered the sanity of all around. It was screaming that was unlike any sound a mortal creature could make, it was the terrified, insane, hysterical screaming of a soul being torn to pieces and reduced to unaligned PKE. Every instant that passed was another aspect of the soul lost, erased, torn away thought by thought.

Hydia ceased to be.

The harvest begins.” It said, with every word back-dropped by the sizzling and tearing of flesh that wasn’t designed to make such unnatural sounds.

It rose into the air, arms outstretched. All around the grass and trees began to shrivel and recede, orange light congregating in strands and feeding into the beast. The form began to grow, the dark, writhing structures of its body pulsating and expanding, gorging themselves on the harvested life energy.

“Everything’s dying!” cried Fluttershy, the grass around her hooves shriveling.

“It’s sucking up the ambient PKE!” The Doctor shouted over the wind. “Passive life; plants, bacteria, it’s all being destroyed!”

Rarity screamed in horror. “Oh my lord!! What the hell is that thing?!”

Applejack shuddered. “I’d say your reverse-perception thingies are workin’ Professor! I’m only kinda goin’ insane! Land sakes! It looks even worse’n it sounds!”

“What do we do?” Rainbow Dash shouted in panic. “How are we going to stop that thing, it’s pulling the life out of everything!”

The Doctor spun around, a look of inspiration on his face. “…Sucking…no…pulling! Rainbow Dash you’re a genius!! I’ve got it!!”

Twilight turned to The Doctor. “What? What do you have in mind?!”

“It’s simple!” He said “All we have to do is reverse-” A dark purple tendril burst from The Doctor’s chest, having shot down from the ever-expanding creature above. He looked down at the offending tentacle, an expression of surprise on his face. “…No fair…”

The Doctor began to shrivel as bright golden energy was siphoned from his body in shimmering pulses. His body and mane turning grey as the energy departed, wide lively eyes shrinking and sinking into his skull. The tendril withdrew with a sudden tearing rip, leaving the body to tumble onto its side with a grotesque dry-leaf sound.

“DOCTOR!!!” Twilight screamed. “No!! Doctor!!”

Applejack restrained her and pulled her away. “Don’t look Twi! There’s nothin’ we can do fer him now!”

“Let me go!!” She said, struggling in vain against her stronger friend. “Let me go! I can…I can…” she broke down sobbing into Applejack’s neck. “Not like this! It can’t end like this!”

Pinkie Pie held a horrified Fluttershy, turning her gaze away from their fallen friend as Rainbow Dash set down next to The Doctor’s body. “…What…what the hell do we do now?”

“Look!” cried Rarity. “The S’Müz! It’s moving!”

They looked up at the enormous dark purple cloud, looking in its direction made the insides of their heads swim. It was almost like they were trying their very hardest not to see the entity in front of them, that there was something behind it that was so horrible that simply acknowledging its presence was tantamount to suicide. Slowly the beast moved away from them, casting its vile shadow over the Everfree Forest, where its monstrous form moved the forest died, shriveling and shrinking into grey and black shapes that were barely recognizable as anything formerly living. With every meter it got larger, the continually growing stream of life energy siphoned from the forest bloating its already horrid shape. Over the greatly receded tree line they could clearly see where the dread cloud was heading.

“It’s heading for Ponyville…” Fluttershy said numbly. “We failed.”

Applejack snorted in disgust. “Hogwash! We still have our Elements Of Harmony! We can still fight! We may not win, but we’ll stall it long enough fer The Princesses tah get here!”

“Fight with what?!” Pinkie Pie exclaimed. “Twilight and The Doctor said our Elements draw in ambient PKE, and that thing just sucked the whole forest dry!!”

Rainbow Dash turned to Twilight. “Will the Princesses be able to stop that thing Twilight?” Twilight stared numbly at The Doctor’s corpse. “Twilight!”

“Huh?” She said, looking up at Rainbow Dash. “I don’t know…maybe. Depends on how much of Equestria’s PKE it’s able to absorb. The two of them together maybe, but the battle would devastate Equestria, maybe even destroy it outright…either way, we’re not going to be able to stall it long enough for the royal sisters to return and save Ponyville. Everypony we know are all as good as dead…”

A heavy silence pressed down on the ponies, everything that had happened since that morning, all they had learned, all they had seen, all of it was for nothing.

“Well, this sucks.” Rainbow Dash muttered, not letting on as to how terrified she truly was.

A spark.

“Sucks?” Twilight blinked. “No…didn’t you say it was…”

Rainbow Dash turned to Twilight, seeing that same look of inspiration on her face. “…Oh! Uh, pulling the life out! It’s pulling the life out of everything!!”

‘…it sucked in the ambient PKE and blasted it back out…’ rang in her head ‘…reverse the polarity of the neutron flow…’ Twilight’s quick mind immediately began running through all she knew about PKE. Every fact, every tidbit, every theory.

‘…F***in’ magnets/how do they work?!…’

Another spark. “THAT’S IT!!!”

She ran up to The Doctor’s body. “It won’t end like this…I promise!”

She reached down and grabbed his sonic screwdriver, levitating it and toggling the setting. “…40…41…there!”

“Twi?” Applejack said as Twilight pointed the screwdriver at her head. “What’re you doing?”

She looked at her friends, a very familiar kind of smile on her face. “No idea! Making it up as I go along, really! See, I have a plan, it involves magnets, actually not really, but it’s kind of similar in theory! Well, the important thing is do you all trust me?”

“Sure thing, sugarcube!” Applejack nodded.

“Like I got a choice?” Rainbow Dash muttered, smirking.

“You haven’t let us down yet Twilight.” Fluttershy said as she stepped forward.

Rarity flicked her mane, a smile on her face. “I trust you more than my spa technicians, darling!”

“I wouldn’t have shown you the Pinkie Pie swear if I didn’t!” Pinkie laughed, bouncing again.

“Alright…” Twilight said smiling, turning the screwdriver to her tiara. “Allons-y!!”

It glided over the forest. This world was disgusting. All these worlds were disgusting. From its home it watched all the false worlds grow and prosper on The Light they had stolen. It found itself limited by these planes’ false concepts such as time and space. In the True Plane there were no such thing as time, no such thing as space; everywhere was everywhere and the motion these sickening planes was replaced by the still calmness of nothing. Of purity. Forever and never it had watched these worlds abuse their stolen Light, their little bundles of Light wrapped in disgusting atoms chattering away to one another like they had the right to exist. On countless occasions it had attempted to destroy these false planes and their little chattering thieves, only to be thwarted time and again by its own incomprehension of ‘time’ and ‘space’. It would collapse a universe only to create a new one, it would cause a heat death of another only to have the foul thing separate, collapse, and form two new universes! These worlds and their rules baffled it but now, thanks to it finding a group of desperate thieves, it was able to inhabit a form with the faculties to comprehend the passage of time and the meanings of space.

It could now see that ‘time’ meant not knowing what was going to happen next, not being able to see all things at once.

Time meant ignorance.

It hated time.

Space meant not everything was where it could be easily accessed, space meant expending time to get from one point to another.

Space meant hassle, hassle and more time.

It hated space.

Every new thing it learned about these realms filled it with an even greater need to destroy them all. What a great place to start too, a small pack of thieves were coming out of their inert atomic constructs to greet it, curious, chattering. They were flaunting their stolen Light with their mere existence. That such magnificent Light was wasted on beings so inferior made it hate them even more.



It would tear them apart, like it did The Hydia, they would scream and die one thought at a time, their memories and minds torn asunder. The Doctor did not like what it had done to The Hydia. The Doctor was within, watching. It knew. It wanted The Doctor to watch. It wanted it to see what it does to them. To know that they hurt so badly before becoming nothing. To know that a pathetic little thief like itself could never have stopped it. Should never have spoken with it. Should never have called it stupid. Stupid thief. It reached out to squash the thief hive, greatly anticipating their pain and fear; it had recently found that The Light took on a wonderful color when pulled painfully from a thief. It wanted to see just how many colors it could get out of these thieves, just how much it could make them hurt.



Pain, again.

It turned around. The six other thieves that were with The Doctor, the thieves it had saved for later, knowing that The Doctor cared so very, very much for them. It had wanted to see how much it could hurt a thief before it would die, and it had wanted to experiment on the less important thieves first, so that it could make the important ones suffer longer. They were scooping up small parts of it, that’s what was hurting. They were scooping up parts of it and shooting it back at it. Stupid thieves. But they had hurt it, and it didn’t like that. It traveled its own body back to them. More time. More space. More hate.

“Okay…” Twilight said as she delivered one last lightning bolt. “…I think we got its attention!” She donned her Element Of Harmony, a smile on her face. “…If this doesn’t work…I want you all to know I love you all very much and…and…You’re all my very best friends.”

“If I was ever to die, it’s been my fondest wish that you were all there with me! I love you all! ” Rarity said triumphantly.

“Y’all are the best friends a mare could have.” Applejack said, clearly speaking through a lump in her throat.

Fluttershy nodded. “It’s been my honor to call you my friends.”

Rainbow Dash smirked and struck a triumphant pose. “Makes sense that the best flier in all of Equestria should have the best friends!”

“…Here it comes…” Pinkie Pie said lowly, before smiling. “Hello Mr. S’Müz!”

There was a thunder crack in front of them. Above them hovered the darkest part of the cloud; within it there was the vague shape of a Carrionite, the shape behind it made them all feel nauseous.

“Hello.” Twilight said flatly. “You must be The S’Müz.”

The cloud of non-Euclidian geometries and tendrils pulsated and throbbed, a hideous sound emanating from it. “We are…beyond you.

Twilight rolled her eyes, hoping it couldn’t sense her plan. “Quite.”

You fear us.” It boomed, a familiar rattle settling in their teeth. “You will die.”

“Wrong.” She said simply.


Twilight blinked in mock surprise. “Hmm? Oh, you’re wrong about that.”

That you fear us or that you will die?


There was a loathsome sound, like a billion foals screaming in agony and terror, the sound a star makes as it dies; a most hideous dreadful sound.

It was laughter.

You will die.

The Carrionite shape within reached out to them, an enormous tendril of dark purple filth launched towards them. It impacted the group dead on, clouds of dust and debris flying out in all directions.

You will…what?

No Light, no colors, nor fear or pain. It retracted its tentacle, a small portion of it sticking to the still standing thieves. No. It wasn’t sticking, it was being pulled in. “What?

It recoiled from the offending creatures, the pull increased. It pulled away, harder and harder, each time more and more of it being drawn towards the thieves. Soon the trickle became a flood, more and more was being pulled in.

No…” it bellowed. “Stop.”

It wasn’t stopping. The Doctor was gone, it had been pulled in by the thieves. The thieves, they were stealing it! It began to panic, it tried with all its might to pull against them, but more and more of it rushed in. Every piece that touched them ceased to be a part of it, they were pulling it apart!

No. No! Stop!” It howled. “Please! Please stop!

It saw the gateway, the gateway back to The Void. It began to make its way towards the gate. So much space between it and the gate. Time. Time was running out. It now knew that time was also finite, soon there will not be enough harvested Light to buffer it from their evil thievery. The loose Light it had harvested was almost all gone. Almost there, if it could harmonize with the gate it would be sucked into The Void. It would be safe. The Light was gone.


The shriveled Carrionite corpse fluttered to the ground, a mere meter away from the tear in time and space.

Twilight gritted her teeth, a small trickle of blood running from her nose. The sheer amount of energy being channeled through their Elements Of Harmony was stupendous. They had absorbed all of the PKE harvested by The S’Müz, roughly half a forest’s worth, but now they had latched onto the being itself, half a planet’s worth of PKE was coursing through them. She felt the flow stop. All of it had been absorbed. Light and energy crackled around them, waiting to get out. They let it. The force of the incandescent explosion rendered them all unconscious. Before Twilight felt her consciousness slip away, she heard in her head. “Twilight Sparkle…you are brilliant.”

“Thank you Doctor…for everything…”