• Published 17th Sep 2012
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Doctor Whooves - The Series: Episode Four - Only Skin Deep - Loyal2Luna

The Doctor, Twilight, Rarity and Pinkie Pie visit their first alien world in the TARDIS; the planet of Qing, and meet its exotic inhabitants, the Quilin. But not everything in this near-perfect utopia is as it seems.

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Prologue: Art of Distress

Prologue: Art of Distress

Carousel Boutique
Ponyville, Everfree Province of Equestria
58th of Summer, 1002 C.R. (Celestia’s Reign), 7:57pm

Parents of the ponies of Equestria seemed to have an innate intuition when it came to the naming of their foals. Surely there were exceptions, but most ponies had a tendency to live up to their names with an almost scary accuracy. Sure, some of the other races mocked the equine’s tendency to name their young after objects, personality traits, or abstract concepts rather than giving them a name intended to be a name (such was the practice of griffins) but they didn’t understand the inherent, magical connection that pony parents had to their children. A bond that gave a mother and father a supernatural insight into their young’s future abilities and talents that even they couldn’t quite understand in hindsight.

So Rarity should have known that when she had been introduced to the somewhat aloof noblemare named ‘Talk Down’ that she was going to be in for a particularly frustrating session.

“And this hipline is so tight! I thought I ordered a dress, not a girdle.” The ‘slightly’ pudgy lime green mare turned a bit as she looked at herself in the mirror. While clearly past her prime, the unicorn with the lemon yellow mane still admired herself even as she spoke, her nasally and surprisingly ‘loud’ voice causing Ponyville’s premiere fashion designer to clench her teeth as she tried to focus on letting out the hips of the frilly and lacy dress that encompassed her body from neck to tail and fell down over her hooves. While it had a certain level of volume in and of itself, the dress had clearly been designed to be form fitting.

On a much SMALLER pony.

“Yes, yes I understand.” The white mare attempted to explain while she moved around, her horn aglow, gently tugging at the seam with her magic. “And I do apologize, Lady Down, but the measurements that you sent me for the commission were…”
Rarity found herself pausing for half a moment as she considered the proper way to put it.

‘Irreparably inaccurate.’

‘Ten years late and seventy pounds light.’

‘Clearly intended for another mare.’

‘Wishful thinking.’

“Slightly off.” Rarity finally settled on, her smile forced as she pulled a pin from the red cushion strapped around her leg and squinted slightly from behind her orange working glasses, examining the seams as she, not for the first time, let out the fabric.

“And just what exactly are you implying?” Talk’s pitch rose with an air of insult, although she didn’t move from her place in front of the mirror.
Rarity was glad she was facing away from the mirror so that the noble Canterlot pony couldn’t see her roll her eyes and considered how she had gotten into this mess.
What was supposed to have been a half-hour long final fitting while her ‘customer’ graced the ‘mudpit in the middle of nowhere’ with her presence had turned into a grueling revision of EVERYTHING that she had been asked for in the private commission. While Rarity was not averse to having special requests and jobs sent to her from all over Equestria, (particularly after her designer lines had become the talk of the upper class thanks to Hoity Toity’s admiration of her work), even a seamstress of her talent needed proper measurements to get the proportions right.
And while the designer was certainly no stranger to the whims of customers and even last minute major overhauls, the manner in which Lady Talk Down, Niece of Duke Golden Bit, one of the richest ponies in all of Equestria, handled herself was enough to make even the aspiring socialite begin to lose patience.

“Why, nothing at all dear.” Rarity maintained her professional standing even as she took a step back, her mind racing as she tried to think of how else she could make the mare before her appear slimmer without resorting to tightening the already complicated design again.

“Don’t you ‘dear’ me. I’ll have you know that--” Talk started back, only to be cut off by a more reserved, but no less haughty, stallion’s voice off to the side.

“Oh, for the love of Celestia, Talk. Let the mare do her job!” Look Down, Talk’s younger brother, was clearly growing irate in his boredom as he snapped, drawing both fillies’ attention to the yellow unicorn colt with the red mane and his posh collared attire. “It’s not her fault you let yourself go!”

FINALLY… the rich mare was set back enough to stop ranting, mumbling incoherently and allowing a moment of relief to wash over Rarity. She was grateful to be saved from having to endure another verbal lash, unable to respond for fear of losing what might be a well-connected and well-paying customer.

“Thank you, Mr. Down.” Escaped Rarity’s lips, drawing a glare from the mare she was continuing to work on while the colt turned away from her, his moment of frustrated outburst quickly covered with an indignant disinterest.

“Yes yes, you’re welcome. Just get this over with would you?” Look replied in a cross, impatient tone. “As riveting as this entire session has been, seven hours of listening to her complaints and your excuses is enough to wear on anypony’s nerves.”

And there was the pompous indignity rearing its ugly head again.

After her fantasies and preconceptions about the nobility had been shattered to a million tiny pieces by the behavior of the so-called ‘Prince’ Blueblood nearly two years ago at her first (and likely last) attendance of the Grand Galloping Gala, she had come to terms with the realization that noble titles and wealth did not necessarily make one a noble, regal pony.

But even with this revelation, Rarity had spent most of her life trying to find a way into high society, and was often taken aback at how common this particular side of the upper class was.

“Of course, I apologize. But I do believe that…”

Rarity paused, her eyes going wide as her pupils and iris’ shrunk down to pinpoints in realization of what Look had just said.

“Se…seven hours? You mean… it’s eight o’clock in the evening?” Rarity looked around, trying to figure out where she had set her clock in the most recent ‘re-arrangement’ of her second floor workroom as panic filled her. “As in, eight P.M.!?”

“Yes… How time flies when one is having fun.” Talk droned on, huffing in an unamused manner and clearly unmoved by the purple-maned designer’s sudden apprehension. “As much as I am loath to admit it, my idiot brother does have a point. This has taken much too long.”

“Yes, well there you go! All set!” Rarity grinned toothily, her forced smile torn between weariness and panic as she used her magic to cut the last few lines of thread that were hanging from her most recent adjustments.

“What? But now it’s too--”

“Oh, my, my. Darling don’t you look simply RAVISHING!” The fashion pony stated quickly. “Sure to be the talk of Canterlot after your party.”

“But this isn’t for a party, it’s for--” The lime mare was stunned when Rarity suddenly pushed at her flank with both forelegs, edging the posh noble away from the dressing mirror and towards the door, an action that clearly amused her brother as Look stifled a snicker at Talk’s appalled expression.

“Now then, we can discuss any further adjustments to the commission’s design via mail. Please feel free to keep this particular piece at no charge and I’ll begin work RIGHT away on something that will be far more elaborate now that I’ve had a chance to work with you in person. I hope that you enjoyed your visit to Ponyville and do come see me again if you have any troubles with the dress. I’d love to chat more, but I am afraid that the Carousel Boutique is closed for the evening.”

“Wha... I beg your PARDON!?” Talk ground her forehooves into the wooden floor, causing a light scratching sound as Rarity continued to push her. “This is absolutely UNACCEPTABLE! I was under the impression that this ‘boutique’ was regarded by my fellow noblemares as being above and beyond its uncouth surroundings. Now, I did not come all this way to waste my precious time just to be shooed out the door with a half-finished dress and trite platitudes like some common mare being chased out of a thrift shop!”

Rarity drew in a sharp breath as her eyes finally fell on the small table clock she kept up in her workshop and cursed herself for having hidden it behind the stands holding the copies of ‘Clothes Horse’ and ‘High Style’ magazines that attested to her work’s quality.


She still had some hope. Maybe something had happened. Maybe there had been some delay. Maybe, just MAYBE, they had forgotten. Now, if she could just--

Talk Down shifted suddenly, planting her haunches on the floor with an angry pout like and impetulant filly who was angered that she was not getting her way.

“I am not going anywhere until I’m completely satisfied! If the Carousel Boutique is really worth all of the bragging that I’ve been hearing in my social circles, than it needs to act like it!”

“Talk, contrary to your belief; neither the world nor this young mare’s life revolve around you.” Look started with a disdained tone, clearly agreeing with Rarity that it was past time the two of them had exited the boutique. “Miss Rarity, would you be available to continue this fitting in the morning perhaps? I think that all parties involved have grown ‘testy’ given how long you have been working at this.”

“Of course, and I do quite sincerely apologize for the delay and inconvenience, but you are correct. A break for the night would behoove all involved.” Rarity nodded with a tired, but still formal air while a hopeful giddiness welled up in her chest.

“But...” Talk pouted again, but was cut off as Look turned to her, the dynamic surprising as it was the younger sibling who was chastising the elder with a stern expression.

“As you well know, my dear sister: Perfection is not meant to be obtained with ease.”

‘YES!’ Rarity managed to contain any outward expression her joy at the realization that, while still somewhat pompous, at least the younger Down sibling had a degree of common sense. Although how much of it was motivated by a desire to remove himself from these circumstances, she did not know.

Nor did she care if she could just get them out of her shop before...

Any hopes she had were dashed as the door to her workshop opened suddenly, revealing the last two ponies in the whole of Equis that she wanted exposed to potential members of her customer base.

“Of everything that could happen...” Rarity muttered under her breath, crestfallen, as her forced smile crumbled. “This is the worst... possible... thing.”

“HONEY! SURPRISE! Time for our weekly get together! We got reservations to that new fancy Phrench restaurant you were all up in a huff about.” Chimed in a very distinct tone from the familiar pink unicorn, her purple mane done up in a ridiculously tall mass that only a sadist would call a ‘bun’. Her red shirt, sleeves torn at somewhat irregular angles, and tight-fitting white trousers completing the clear illustration that somepony had lost all sense of good taste.

“Well! Evening, Rarity.” Came the upbeat voice that was always partnered with the first. His accent as unmistakably ‘Hoofsdale’, although how a pony could speak with that accent ‘THAT’ clearly with such a thick mustache, she never understood. Some ponies could pull the look off with poise, but this white-coated, brown-maned and heavily built stallion was not among them, as was apparent by the way it grew thickly right along the tip of his snout.
To his credit, he had eschewed his usual floral-print shirt design in favor of an aged-looking blue hoofball jersey which she knew without looking had the number ‘12’ and the word ‘Coach’ emblazoned in fading letters on the back.

But to her dismay, she noticed he was lacking the straw hat he often wore.

Rarity drooped as the fashion disasters that were her sire and dame moved into the workshop, the noble Downs stunned by their appearance. Her blue eyes falling instantly on the perplexed-looking Down siblings as the two noble ponies took in the pair of equines standing before them.

“Ah... Sorry, didn’t know we was interruptin’.” Rarity's father nodded, extending his hoof in a friendly manner. “You twos must be the important clients my girl was going on and on about the other day. Good ta meetcha. Call me Coach.”

Look took the stallion’s hoof somewhat gingerly, an awkward smile on his lips.

“And I’m Sassy Belle.” The pink unicorn nodded, taking note of Talk, who was clearly struck speechless. “Oh, that outfit is just super adorable on you, honey! Really! That’s my filly’s work right there, know it anywhere.”

“Your... filly?” Talk turned towards Rarity, who all but withered under the skeptical, appraising glare.

This was truly a nightmare.

“...Mother... Father... These are the Downs... Look and Talk. ‘You know’... as in the son and daughter of Baron Down of Canterlot... brother of Duke Golden Bit. Member of Princess Celestia’s ‘personal’ council.” Rarity said placing stress on the titles in an attempt at an awkward introduction, HOPING that her urgent tone would get through to her parents.

With no such luck.

“Ahhh, so, big city, big money, big shots.” Coach nodded, his smile never leaving his face as Look gave him a glance that Rarity hoped to all the stars in the sky was an expression of amusement. “Well, you’re in the right place now if quality clothes is what yer after. My filly’s the downright best in her business, let me tell ya.”

“I see... so Miss Rarity is ‘your’ daughter then, Mr... Coach?”
Rarity felt what was left of her heart sink as Look’s eyes flickered to her father’s forehead, which was clearly lacking a horn.

“Darn tootin’, and couldn’t be more proud.” Coach nodded, reaching up and clapping Look on the shoulder with enough force to nearly cause the unicorn noble’s legs to buckle, ending any debate as to the triple hoofball cutie-marked stallion’s ‘situation’. “She’s one heck of a hard worker, my Rarity. Brought this place up from scratch, don’t ya know.”

“THANK YOU, Father!” Rarity quickly interposed between the two colts, pulling the orange glasses from her face with a faint aura of magic and doing all she could to try and keep her anxiety from showing at this clearly disastrous turn of events. “I’ll... be downstairs in just a moment, if you and Mother could--”

“Oh, that can’t be comfortable. You know, you really need to let this out a bit around the thighs, it looks too tight on you honey... Here, let me help with that.”

Rarity’s mane actually smacked Look in the snout as her head snapped to one side, taking note of her mother standing next to an annoyed-looking Talk, the seamstress’ worry as to her father’s conversation with Look having distracted her from a far greater danger.



The dress glowed along Talk’s haunches with a faint pink aura that matched Sassy’s horn, the upper portions of the noble’s back legs widening a bit as restraint was lifted and the fabric was allowed to stretch, revealing the mare to be perhaps more ‘full figured’ than she had appeared.

“Inter...connected.” Rarity winced, clenching her eyes shut as the inevitable consequences of such a dynamic change to such a complicated and delicate balance of thread and fabric took form.


“Aww, don’t that feel better now.” Sassy grinned as the multiple points of strain on the dress’ design failed. The form-fitting garment that had taken seven hours to retool and alter in order to maintain a leaner look on the ‘large-boned’ pony let out and allowed Talk’s more generous proportions to tear the fabric in several places. “Come on, honey. if you got it, don’t hide it. Flaunt it.”

There was a long, ear shattering silence in the boutique, broken only by the sound of grinding stones.

After a moment, the two colts were able to pinpoint the source of that sound to the purple-maned unicorn’s grinding teeth, her eyes shut as far as they could go.

“Mother… Father…” Her tone was low and growling, more akin to a dragon than a pony. “Out…”

“Now, honey, ya know that yer mother means well…” Coach offered weakly as both he and Look took a step back and away from the mare.

“OUUUUT!!!” Rarity shrieked at the top of her lungs, a sound that reverberated across the early evening landscape clear across Ponyville, echoing through the trees of the Everfree, and even detected by a few seismic devices in Canterlot.

A few moments later, her throat hoarse and panting for breath, Rarity opened her eyes to find her parents had indeed gone, leaving the Downs standing in her shop, Look’s face a blank mask while Talk trembled with indignity.

Rarity took a breath to steady herself as she tried to put forward a more professional front.

“My Lord and Lady, I--” She started, only to be cut off.

“I have never been so insulted in all my life!” Talk interrupted immediately, ducking her head down as she struggled to pull herself free of the torn dress with as little care as possible, ripping the fabric even more than it had already suffered. “I don’t know what you had to do to bedazzle your other customers and critics into thinking these rags were worthy of anything but swaddling for rock-farming Earth pony foals!”


“Enjoy this mediocre excuse for a business while you can, ‘MISS’ Rarity!” Talk exclaimed, working off the final bits of the outfit with a stomp of her hindlegs, revealing her larger than average flanks and thighs as well as her cutie mark, a loudspeaker with a small pile of bits arranged next to it.
“Because I assure you that you will have none of mine! When my friends hear about this… this... TRAVESTY… you won’t be able to sell anything outside of this ground-pounder infested mud hole.”

Rarity’s desperate cringing attempt at playing the professional was shattered by Talk’s final angry taunt, clearly directed at her Earth pony sire.

Her expression hardened in an instant.

“Get out of my shop.” The white unicorn stated, any grace and humor gone and even her carefully trained and preened manner of speech slipping.

“What did you say!?” Even the noble unicorn was stunned by the venom in her voice.

“Did I stutter? Please, allow me to rephrase:” Rarity brought herself nose to nose with the older mare, her glare almost enough to rival an angered Fluttershy. “I said… GET YOUR FAT, SNOTTY GREEN FLANK OUT OF MY SHOP BEFORE I THROW IT OUT THE WINDOW!

Talk was taken aback, her entire body shuddering with outrage as she seemed prepared to start foaming at the mouth.

“H…how… how… da…dare...”

Rarity felt her body tense, ready for anything before the younger colt moved between them, his tone and expression remaining neutral.

“I think we’re done here tonight, Sister.” Look nodded, setting a hoof against Talk’s shoulder. “Miss Rarity, we shall be in touch.”


“Talk… we are leaving. Now!” Look stated more firmly, which seemed to pull the mare from her angry attempt to speak and settling her on a simmering glare that Rarity met as the two unicorns moved to the door, which slammed as soon as they were past the threshold with an angry fury as Rarity stewed quietly.

The muscles along her back and legs twitched erratically as she felt herself coiled like a spring, a torrent of frustration and anger rising up while she replayed the entire encounter in her mind.

What was worse was she wasn’t sure if she wanted to scream or cry as she fell back on her haunches. Her mind was lost in a sudden haze as she pulled up the tattered remains of what had this morning been a lovely dress, its dimensions clearly intended for a filly on the cusp of marehood.

What had she done?

The Downs were one of the most influential families in Canterlot. Talk’s word could be enough to ruin not only her own career, but that of the ponies that had come forward praising her work. Sapphire Shores was probably above such things as a professional singer; nopony would care where she got her outfits. But both Photo Finish and Hoity Toity made their livings in the fashion industry. It wasn’t as if business in Ponyville wasn’t difficult enough when the vast majority of the population was perfectly comfortable in the fur. She depended on her sales to more ‘clothes conscious’ places like Canterlot. Not to mention any number of well-to-do clients she had in Trottingham, Manehatten and Fillydelphia.

Once Baron Down heard what his daughter had to say about her, he could likely have anything that her hooves had touched declared an affront to fashion, her work turned from vogue garments to pariah rags in the eyes of the nobility in a second.

But wait... It was well known that the Baron occasionally associated with some particularly well-positioned members of the Equestrian government... Could she have some sort of law put out that would have her garments labeled contraband?


She didn’t want to scream or cry anymore as she moved to the window, looking down out over the street that led back to the center of Ponyville from her boutique.

She just wanted to disappear.

Her father’s wagon was already some distance down the road, her parents clearly having realized that their daughter would be inconsolable for the night following what even THEY had to have realized was a career-ruining debacle. Below her she could see the Downs climbing into their own wagon, a set of Pegasi stallions that had been waiting for hours for their employer’s return setting themselves back into the harnesses before pulling it skyward.

While she could not hear anything, likely the result of a sound-proofing spell intended to maintain an added degree of privacy, Rarity could make out the forms of a flailing, ranting pony in the lantern-lit interior of the wagon.

What sort of dastardly things could that snobby mare be planning with her aloof sibling, Rarity didn’t know. But she doubted it boded well for her or her business.
If Talk had her way, Rarity would probably spend the rest of her life hiding her face in shame, ostracized for the horrors her work inflicted upon the ponies of Equestria.

Then what was she going to do? She was twenty-two years old and for her entire life all she had ever wanted to be was a fashion designer. Most found it remarkable that she owned her own business and had found her degree of success at such a young age while she was still in the prime of youth.

Sure, she had managed to survive rough bumps in her job before. Limited supplies, difficult customers, and swarms of ravenous gumdrop-sized monsters... but this...

If the first fashion show her friends had put on to display their... ‘alternative’ Gala dresses to Hoity Toity had been a hammer blow to her business (and one look over her sales records would definitely confirm that it was), then this was nothing short of a full-on collision with a runaway train.

Rarity watched the sky-cart disappear into the distance, the Downs clearly deciding it better to make the hours long journey by air back to Canterlot rather than spend another moment breathing the same air as the common ponies of Ponyville.

Unsure what else to do and her mind still in an exhausted fog, Rarity kept an eye on the clear night sky.

All she wanted to do now was run away.
Someplace where none of it would matter.

Not the words of a stuck-up noblemare that didn’t deserve her title... or the judgement of a colt who clearly found her mixed heritage amusing. Not her parents who would likely be back in the morning telling her that everything was going to be just ‘super-duper’ or some other such nonsense.

Somewhere... far away.

Rarity watched the stars for a moment longer, those twinkling lights that made up a tapestry in the night sky which had grown all the more spectacular since Princess Luna’s return from exile.

She had never been much of a stargazer. Not this unicorn. But in this moment, Rarity found herself leaning into the window, her head in her hooves as she craned her neck skyward, focused on a particular patch of stars... so far away.

But no longer out of reach.

Rarity felt the tension seep out of her as she considered her options, her mind moving far beyond the mundane thoughts of a hot bath and a tub of ice cream. (Although both of those were still on the agenda for tonight.)

Yes, she needed to get away.

FAR away.

A nice... long... holiday.

That was just what the Doctor ordered.


*Opening Theme*
The Doctor
Twilight Sparkle
Pinkie Pie

Doctor Whooves: The Series
“Only Skin Deep”

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