• Published 17th Sep 2012
  • 10,664 Views, 515 Comments

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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Ch. 2: First Impressions

-Halls of Azure-
-The Last City of Qing-

“What do you mean ‘it’ appeared?” the Master of the Halls demanded, his tone mixed between annoyed and accusatory while maintaining the air of dignified elegance that was appropriate to one of his station. His sharp hooves clacked crisply as he moved down the polished and gleaming corridor leading to one of the ornate feast halls that fell under his auspices.

He found it insulting enough that those under his lead could require his assistance for something as simple as setting up a banquet; a task that they had performed countless times before. But that unpleasant sensation was tempered with curiosity as to what could have possibly upset his cadre of caterers.

At his side, the familiar presence of a smaller, subservient being moved in a far less refined manner, its pale grey scales and fur slightly disheveled from its earlier gallop to find its superior. Its weariness was apparent as the servant nearly tripped over the stole that hung over its shoulders. Still, even out of breath and clearly shaken up, the smaller of the pair managed to maintain a respectful distance behind and to the side of the noble.

“Just that, milord,” the smaller being spoke up, its tone maintaining a subtle squeak and higher pitch than that of the noble as it shook its head, clearly out of its depth. “We do not know what it is. It appeared out of thin air and crashed to the ground.”

“So you are telling me that one of Lady Sadaiir’s pets got loose and into the Halls again? And you think it fitting to disturb me over something so trivial as that?”

“No, milord, of course not!” the smaller equine being shook its head, managing to maintain its place at the noble’s side without overtaking him. “With all respect, sire, I do not believe that you are yet aware of the severity of the situation. Whatever this thing is… it is… big… and blue... And certainly does not belong to Lady Sadaiir.”

“Big and blue?” the Master of the Halls drolled, his tone patronizing. “Yes, I can see why that would be cause for my personal attention.”

The smaller being swallowed slightly, knowing full well that his patron would not like what else had to be said.

“It also… destroyed the Northern Quarter chandelier when it appeared...” the smaller being stated hesitantly.

The noble’s crisp steps stopped abruptly, his head turning to glare over his shoulder at the caterer which drew itself down fearfully.

“It did... what!?”

“And… the northern spread tables… as well as putting a rather large hole in the northern wall where it impacted...” the servant stated, its voice growing more halted as its superior’s eyes widened angrily. “…and digging a trench into the floor before it came to rest.”

With a huff of agitation, the noble picked up his pace, turning from an easy gait to a full trot as he approached the impressive gilded doors that led the way into the banquet hall in question, the beauty of their inscriptions and ornate decorations lost on him as he unceremoniously threw the doors open.

“This is an outrage! Damage to MY halls!? I swear to all the Lords of Old, if this turns out to be another one of the Lord Prince’s damnable experiments, I will personally see to it that he…” the Master of the Halls began to slow as he moved forward, the scene before him registering in his mind. “…that he…”

The large banquet hall was much the same as it always was; the reliefs and designs carved into the white metal walls shimmering in the faint blue-tinged light of three enormous chandeliers, each easily as wide as fifty of his servants standing flank to flank and housing hundreds of brightly glowing blue crystals. Long tables stretched along two walls while a large open area was set aside for the guests that frequented his halls to mingle.

But what immediately drew attention were the six smaller, subservient caterers and groomers of the halls, all standing in a frightened, mute awe next to what had long been designated the Northern Quarter, where a smaller, more secluded table was normally set for the most important of the guests.

The area was slightly dimmer than the rest of the hall, as the fourth chandelier lay in shattered, glowing pieces across the floor. The head table itself was little more than shards of broken crystal and metal, the once beautiful designs crushed by a tremendous force and an enormous dent pressed into the strong metal wall that the noble would have never imagined possible until now.

And laying at the center of it all; a long, rectangular box lay on the floor, a small ditch dug into the tiles and exposing dull grey stone under the polished surface.

The silence was broken only by the sharp clopping of hooves as the noble rushed forward, disbelief on his face as he looked over the blue box that lay before him, with smoke rising from its walls of cobalt wood and a pale white light flashing from a fixture set into its side. Tilting his head to the side, he saw what looked like an archaic writing on the top of the strange object, but could not read it.

“It is quiet now, but when it first appeared, it made this… music… like nothing I’ve ever heard before,” the caterer who had come to fetch him stated, keeping behind the noble as he took stock of the situation. “Then this… ringing… Like the tolling of a bell.”

One of the servants, a small mare caterer with a dull green coat and scales, looked to the noble with fearful reservation in its eyes as he drew closer.

“What is it, sire?”

“It… must be…” the noble’s mind reeled, attempting to make sense of what lay before him. Trying to determine what in his range of experience could cause so much damage, clearly falling into the ground at an angle and with such force, and yet having no possible way to have entered the Azure Halls in the first place as there were no obvious points of entry.

“Some… sort of… prank,” the Master of the Halls shook his head, his shock turning to agitation as he thought swiftly, realizing that it would be vital to reassert his control of the situation over his subordinates quickly. “Yes, that must be it! A new device developed by our ‘beloved’ Lord Prince.”

The half dozen smaller beings looked back and forth between one another, their expressions a mix of unease, disbelief, and concern as the noble stomped a hoof.

“I am not amused! If the Scientist Supreme believes this to be a jest, he is sorely mistaken!” The Master of the Halls drew himself up to his full height as he turned to the gathered group, which immediately gave him their full attention, hiding any dispute they had with his conclusion as he pointed to one of them randomly. “You: Fetch the Lord Prince! He must answer for this! Regardless of his station, I will not stand idly by while he lays ruin to my--”


The noble turned in place, his heart leaping into his throat as the servants all pulled back in shock, the air all but drawn out of the room in a single gasp as a sharp knock pushed up the top of the box slightly.

“What is…?” the noble swallowed, his earlier thought of maintaining dignity gone as this new occurrence had set even him back on his hooves, taking several steps away from the blue box.


The small group drew back another step, their hooves slipping as they backed away, fear palpable in the air as the noble backed into the throng of smaller servants. Standing several hooves taller than any of them, he visibly gulped.


The top of the box fell inward suddenly, the barely perceptible action revealing the box-like device to be hollow.


“AH!” one of the caterers cried out softly, another fainting dead away as two absurdly bright, pink hooves suddenly reached up from inside, grasping at the edge of the box and holding firm as a series of grunts and huffs were heard.

Then it rose from within the strange device; a mass of curled pink mane that towered as the creature from within heaved itself forward, the curly mass giving way to an equally pink equine face with eyes clenched shut with what looked like strain.

No scales, no horns, and no stole, the creature was truly and completely alien to the noble, who watched with a fearful awe as the being pulled itself forward.

Then it opened its eyes, revealing round, bright blue orbs centered with a black pupil that was upright as opposed to the more horizontal oval shape of any other living thing that the creatures watching her had always connected with their kind.

The creature from inside the blue box went still for a moment, watching the caterers and their lord as they watched her in return.

The noble Master of the Halls, now completely and utterly out of his depth, prodded the servant closest to him with one hoof, his manner far from superior as he managed a fearful whisper.

“Fetch the Lord Prince… immediately.”

“HEY GUYS! I FOUND ALIENS!!!” the pink creature shouted suddenly, her voice instantly identifying her as a female of her species as her lips pulled back into a smile so wide the noble feared her face may have split in half, displaying a set of flat, pearly white teeth.



“Aliens? As in alien aliens?” Twilight’s eyes were wide as the implications of Pinkie Pie’s simple declaration hit her.

“Are there any other kind?” the Doctor removed his hoof from his face, looking to Twilight with amusement as the fact rocketed around in her mind.

First Contact.

Well, she supposed that technically First Contact happened the day that the Doctor came to Ponyville, but she didn’t count that as he looked like a pony and besides, he was transdimensional, not extraterrestrial.

This was different.

An actual live encounter with a thinking species that was not from Equis. Perhaps one of the most important moments of their history as they encountered a race that was not of their world.

And Pinkie Pie was their ambassador.

Pinkie Pie.

This is not going to end well...

“This should be interesting,” the Doctor noted, shaking his head with some amusement as he clearly came to the same conclusion that Twilight had.

“We have to get up there before she causes some sort of interplanetary incident!” Twilight stated quickly, a dozen worse case scenarios running through her head as her considerable imagination ran rampant.

“While I think your concern is a bit exaggerated, I agree that it would be rude not to join in,” the Doctor quipped, smiling as he flicked his hoof forward towards the trampoline, the small device mounted in his hoof-band whirling for a moment before he climbed up onto it. “Shall we?”

After a moment of bending his knees, the Doctor hopped once, bouncing high into the air and past the time rotor to easily match Pinkie’s ascent, positioning himself alongside the pink mare so that he was able to catch onto the threshold just as she did.

Twilight, suddenly caught up in a rush of excitement and forgetting that she was here against her will, wasted no time following, climbing onto the trampoline and giving the taut surface a test bounce before she hopped in place. The changes made by the Doctor’s device were plainly evident as she was catapulted high into the air, the taut rubber surface reacting with far more energy than she had expended into the bounce.

“Oh, dear,” Rarity held a hoof to her mouth for a moment as she watched her more adventurous friends rush forward, eager to see exactly what it was that Pinkie had discovered, while she hesitated, considering for a moment what might be up there.

True, she herself had asked to come somewhere exotic and different, but she couldn’t deny her level of apprehension now that they were there, weighing down on her heart and mind before she came to a singular conclusion.

This unicorn wasn’t going to get left behind. After all, if Fluttershy of all ponies could go on wild adventures with the Doctor, then certainly she could handle anything that this venture might throw at her.

Rarity moved forward, ever so carefully pulling herself up and onto the bouncy contraption that Pinkie was so fond of and flexed her legs a moment before giving a tiny bounce.

She felt an awkward weightlessness as her legs were suddenly flailing against the air, her tiny bounce sending her careening upwards and towards the soft, blue-tinged light overhead.

Of course, it was only near the apex of her ascent when she realized that, unlike the Doctor and Twilight, she had not bounced in a manner that would put her hooves level with the door.

AIIEEEE!!!” the white unicorn cried as her legs flailed, her head barely leveling out at the threshold before that rising feeling in her stomach turned back to a sinking feeling, and a terrible fear welled back up inside her as she remembered something crucial she learned the day the fashionista had foalishly entered the Best Young Flyers Competition on fragile gossamer wings.

She had a terrible fear of falling.

“TWILIGHTCATCHME!” she shouted as she flailed for a moment, panic setting in as she began to again descend towards the far wall of the TARDIS’ interior once more.

A fall that was slowed as she was enveloped in a warm purple aura of magic, allowing the unicorn to breath a sigh of relief as she once again thanked Celestia that she had such a magically-inclined friend.

Lifted up to the opening, her hooves out to grasp at the lowest portion of the threshold near the bottom of the TARDIS’ door, Rarity found the magic aura slowly letting go of her as she got a grip with her forelegs and was able to look out over what Pinkie had discovered.

The scene before them was quite unlike anything she had seen before.

They were within a great ballroom, easily on par with the Canterlot Palace Ballroom where the Grand Galloping Gala was often held. Several other details she picked out further confirmed the conclusion that this was clearly a social center. First and foremost were the tile floors, polished to an almost mirror-clear shine, and the long tables made of metal and crystal, set in a fashion that would allow a pony to move around either side of it to partake of whatever food might be served without the tables being overly obstructing. The chandeliers overhead emitted a cool, but illuminating glow that lit up their surroundings quite well, although the light did have a slight blue tinge that she was unused to. The walls, clearly chosen to compliment the lighting, were a reflective white metal with reliefs and symbols that rose from the background to create a pleasing, glimmering pattern all around, although there was no metal she was aware of that could behave in such a fashion. Given her refined taste in jewelry and precious materials, she could tell it was certainly not made of any ore found on Equis.

This was all taken in by her astute eyes in the fraction of a second before she lay her gaze on what truly mattered, as just under half a dozen equine-like creatures watched the four ponies that had pulled themselves out of the blue box.

She had to say “equine-like” because at a glance she could declare with certainty that these beings were certainly not ponies.

Immediately she realized that, while they shared a pony’s basic body shape, it was easy for a pony such as herself to pick out the differences between these “aliens” and her own kind, such as the fact that none of them possessed cutie marks of any form. Most of the alien creatures in front of her were slightly shorter than the average pony as well, with a pair of very stubby horn-like protrusions from the top of their heads. While they were of a variety of colors, ranging from white to a light green, their hues were muted and upon a moment of inspection, Rarity realized, were not furred, but rather covered in scales far smaller and finer than those of a dragon.

Any thought of them being truly reptilian was set aside however, as she took note of the thin, wiry hairs that reminded her of spun metal thread, which sprouted in place for their manes and tails, matching their scale color perfectly and brushed down to hold in place very distinct stylings.

She was able to determine the males in the group quite easily, at least if they were anything like her own kind, by the long, thin whiskers that formed at the base of either side of their snouts. Some were more generous than others, but this, along with other subtle physical cues, told Rarity that the majority of the aliens she saw here were male, with only three lacking the odd mustaches and sporting slightly more feminine forms. Their eyes were also strange; shaped quite differently from a pony’s as they had a more oblong and sideways look, their eyes all golden and with large, oval irises that fit quite well with their shape. And another commonality was that they all wore long stoles (and nothing else) that draped off either side of their necks, a white length of fabric ending in identical blue designs.

One of the aliens before them was different, however. Standing taller than any of her friends did, he (she could tell it was a stallion from the almost hoof-long set of whiskers he sported) had a build more on par with a royal alicorn than with a common pony. This one wore a white, form-fitting vest with a flared, pointed collar over his deep blue body. Like the smaller creatures, he had horns, but where the little aliens had stubby points on their heads, the pair of longer, straight horns on the larger creature could be more accurately described as “antlers,” adding almost another foot of height to his already impressive stature. Like the smaller aliens, he also had scales and wiry, metal thread-like hairs, but both were far more substantially groomed and gave him an immediate aura of authority and status over the rest of those gathered.

For the long few moments while Rarity studied these new creatures, nopony said a word... both parties apparently locked in a mutual shock and amazement at their discovery.

Of course, as the white unicorn mare had learned long ago, silence was a fleeting thing when in the presence of Ponyville’s resident party mare.

“Oh-my-gosh, Twilight! Aliens! REAL live aliens!” Pinkie chattered happily as she finished pulling herself up and out of the TARDIS, settling down to the ground with a sharp clop and clearly not appreciating the still fearful gaze of the gathered locals as they took a step back from her almost in unison. “Ooohhhh, this is so cool! You’re ALIENS!”

Twilight would have facehoofed, but that would have been counter-productive to her attempt to pull herself the rest of the way out of the TARDIS, so she settled on verbally chastising the pink mare.

“Pinkie, this is their planet!” the unicorn pointed out as she and the Doctor managed to draw themselves out at about the same time, Rarity struggling for a moment longer before a soft glow wrapped around her legs and gave her the extra boost she needed to pull herself over the edge. “To them, we are the aliens.”

“Oh, right…” Pinkie tapped her chin thoughtfully for a moment, then, clearly coming to an understanding, stood up on her hind legs to make a great declaration to her newest friends.



Utter silence reigned for several moments.

Before it was broken by an amused snicker.

“This is either the worst… or the BEST… First Contact I have ever bore witness to,” the Doctor shook his head, having to suppress a fit of giggles. “I’m really not sure which, but it is certainly the most entertaining.”

“Pinkie… Maybe you should let the Doctor handle this,” Rarity offered, taking note of the manner in which the terrified-looking equine creatures had reacted to her declaration with more silence and stunned shock. “After all, he has experience with this sort of thing.”

“Indeed I do. So, pay attention girls: Intergalactic Relations 101.” The colt straightened his bowtie with one hoof before drawing himself up and moving forward a few steps with a confident stride as he nodded to the largest of the alien equines.

“Hello. I’m the Doctor,” the Hourglass Stallion offered. “We come in peace.”

Twilight, her hooves now back on solid ground, facehoofed… hard.

“That’s it!? Doctor! First Contact with a whole new race… and you resort to a cliche?” the unicorn gave an exaggerated sigh.

“It’s not a cliche…” the stallion defended himself, looking mildly offended as he brought a hoof to his chest. “It’s a classic.”

“Oooooooohhhh curiosity abounds!” Pinkie rushed past the Doctor in a rush of pink, coming to a sudden and physically improbable halt from the one of the smaller alien mares, this one a dull shade of green. “Hi! Whatareyoucalled? Whatdoyoudohere? What’syourfavoritecolor? Doyouwannabemyfriend?”

As she spoke, Pinkie leaned closer to the mare until her muzzle less than an inch from the alien’s, which was impressive as she had been slowly shrinking back until her legs were fully bent and her barrel almost brushed the floor.

Her eyes flickered to the larger of the aliens, who, while still looking concerned, seemed to be slowly regaining his composure and gave a small nod.

“Uhhhh, in order? Sai… I work here… Blue… and… yes?” the mare managed, her tone hesitant and meek before she was suddenly seized in by those thick, soft pink forelegs, which drew her up out of her near laying position.

“YAY! FIRST ALIEN FRIEND! MISSION ACCOMPL--YIPE!” the pink pony let out as she was suddenly seized by the tail and jerked back firmly, forcing her to release her captive, who stood there in shock for a moment longer, trying to comprehend what had just happened. Rarity stood by, shaking her head with an embarrassed expression, her horn aglow with the same nearly transparent blue aura as was wrapped around the pink pony’s tail, pulling her back.

“Pinkie, give the poor girl some space. You’re scaring her,” Rarity scolded, her horn’s glow subsiding after putting a bit of distance between Pinkie and the alien mare.

Ahem…” a deeper, more authoritative voice cleared his throat, calling the four colorful creatures’ attentions to the largest of the new beings that they had found. Although he certainly seemed less afraid now than a moment before; he was certainly more in control than the smaller creatures, who were still well-immersed in their stunned shock.

“You know what? I’ll handle this...” Twilight rolled her eyes, moving past the chestnut stallion, who gave her an amused look.

“Are you sure, Twilight?”

“I’ve got this. Don’t worry, I’ve read all about diplomatic contacts with the Zebra Herds, the Buffalo Tribes, and the Griffin Roosts. This shouldn’t be that much different,” she waved off the brown colt before turning to the largest of the alien equines.

“Greetings and salutations!” Twilight gave her best “diplomat” voice, steady and friendly while she gestured in a formal manner, clearly recalling something she had read. “We are Ponies from the World of Equis. I am Twilight Sparkle, Representative of the sovereign Princess Celestia of Equestria. We come forward unto you in the name of friendship and peace.”

The Doctor rolled his eyes.

Pomp and circumstance… Ughh…

“G-greetings. We are the Quilin,” the taller alien managed, attempting to inject a degree of control to his tone as he gave a formal bow. “I am the Master of the Halls. Keeper of the Feasts, Lord of the Azure Palace. Welcome… um… ‘visitors.’ Welcome to Qing.”

“Wow, I didn’t even have to ask. Alright, so lead the way,” the Doctor moved forward.

The noble tilted his head, not understanding. “The way to what?”

“To your king.”

“To our… No... NO… Not ‘king’… ‘QING!’” the noble stomped a hoof in agitation, realizing and very quickly correcting the miscommunication. “Our world is named Qing.”

“Ohhh, I see… So is there a King of Qing?” the Doctor asked with a blank expression, causing the noble quilin to grind his teeth slightly.

Some ponies, on the other hoof, didn’t know when to stay quiet.

“You okay, Moth?” Pinkie asked, “You look like you have a twitchy vein trying to pop out of your head. Ohhhh, is that normal for quilin too? Twilight does that sometimes, but usually it’s right before she bursts into flames.”

"I only did that once!" Twilight objected.

“‘Moth’?” the noble’s agitation gave way to confusion.

“Yeah," Pinkie answered. "Master. Of. The. Halls. Emm-oh-tee-aych. Moth. You didn’t give us your actual name, so I came up with one. Do you like it? I could also call you Kotf. Or Lotap. But those just sound silly, don’t you think?”


The noble’s eyes went wide as realization came to his expression, turning to glare at the smaller beings at his side as if attempting to determine which of them had found the pink mare’s new name for him amusing.

All he saw were expressions of downcast deference, the culprit not daring to stand out from the rest of those gathered.

The Doctor watched the alien’s reaction with his face falling into a neutral, thoughtful expression, saying nothing.

“You would name me?” the alien’s growing discomfort began to show through, and as both Twilight and Rarity took note of, he sounded almost insulted by the concept.

Before Pinkie could answer, however, the attention of the gathered ponies and quillin was collectively turned towards the large, ornate doors that were set into the walls a short way past “Moth” and his fellows, which opened to reveal a pair of the smaller quilin.

One of the small equine aliens was just like the others gathered there; a colt with a short set of whiskers, dull white scales, and a white stole with the same blue design as the others.

His compatriot though, was a completely different story.

The small equine matched the others in stature almost exactly, but held himself with a certain degree of importance that the others seemed to lack. With a unique style of long mustache, which had a longer set slightly more forward on his muzzle and a shorter growth dangling closer towards his mouth, the newcomer also had shining silver scales that seemed to have been polished with as much care, if not more, than Moth’s.

Like the others, he also wore a stole around his neck that dangled down on either side of his chest, this one a golden cloth with wide scarlet bands in addition to a bit-sized luminous silver coin that hung from a thick tassel at the ends. Unlike his fellow quilin however, this one also wore a vestment with a pouch set along either side of his shoulders.

Moth’s immediate reaction as the quilin moved towards the group, a pleasant and fairly interested smile on his face, was most telling as the Doctor observed.

“What are you doing here, Sai?” Moth demanded, agitation clear in his voice. “I sent for the Lord Prince!”

“And he sent me,” the new equine nodded pleasantly, not reacting to the aggression of the larger quilin. “A matter of this importance is far out of your purview, O’ Lord of the Azure Palace. I shall take over from here.”

Moth seethed for a moment, a contrast to the calm smile of the smaller creature as the four ponies watched, even Pinkie Pie realizing that there was something simmering under the surface here.

“I do not take directives from you!”

“I am well aware, sire. However, the Lord Prince has asked that that these ‘strange new creatures’ be brought before him immediately,” the silver quilin stated, a hint of smugness seeping into his tone. “Would you claim higher authority on this matter?”

“I...” Moth stopped himself before letting out a sharp huff and jabbing a pointed hoof at the walls. “I demand reimbursement for these damages!”

“Additional workers will be provided to expedite repairs,” the newer arrival stated in a bored tone to appease the larger-horned noble. “After all, it would be such a shame if the feast was canceled.”

“And that... thing is still in my halls! I want it removed!” Moth motioned to the large blue box, which had for the most part lay forgotten in the excitement of the four alien beings.

The silver quilin looked past the aliens towards the object in question, a sudden look of curiosity on his face.

“What... is that?”

“That... would be our ship. And I am afraid that she’s not going anywhere for a while,” the Doctor stated factually, clicking a back hoof twice.

As if in reaction, the top of the blue box suddenly slammed shut, the doors that had fallen inward completely ignoring gravity as they moved into place with a click.

“Just leave her be and she’ll right herself in no time.”

“I want it out of my banquet hall!” Moth asserted again, causing the Doctor to smirk smugly.

“You’re welcome to try moving her. Although I recommend you don’t use anything you are not willing to break in the attempt,” he stated.

Moth gritted his teeth while the silver quilin’s smile widened.

“I like this one already...” He shook his head. “Forgive me. Introductions: I am the personal attache of the Lord Prince of the Last City. I have come to escort you to meet with my master.”

“Oh, yes. Brilliant. Alright then! I’m the Doctor,” the Hourglass Stallion stated before any of the other girls could speak up, a large, somewhat goofy grin on his face. “This is Twilight Sparkle, Rarity, and Pinkie Pie. Now, if you would be so kind: Take us to your leader.”

Twilight lowered her head and gave an exasperated moan.


-The Golden Roads-
-The Last City of Qing-

Their surroundings were like something out of a dream as they stepped out of the Azure Palace and onto what the Prince’s attache had dubbed “the Golden Roads.”

They certainly lived up to their name, as Rarity immediately and in a state of some shock, declared that the street beneath their hooves was paved with solid gold; a fact that the Doctor at first thought he had confirmed with a swift lick. (Much to the amusement of Pinkie Pie and the Embarrassment of Twilight.)

However, the dream was punctured as a single scan from the Doctor’s sonic screwdriver served to inform them that the road was not in fact solid gold.

It was merely gold-plated.

As they started down the road however, their attention was drawn upwards, to the tall buildings that seemed constructed of crystal spires and the curious gleaming white metal, shimmering in the glow of the soft blue sun overhead. The alien purple sky was now quite visible as they moved out from under the branching, slanted rooftops of the Azure Palace and into the proper street.

While their guide moved ahead of them, unheeding, the three pony mares certainly took note of the beauty all around them and the way the softly-tinged blue light made the buildings shine and gleam like the purest of gemstones.

“It’s the same planet...” Twilight realized quickly. “Doctor, this is the same ice world we were on before.”

“Yes, not at all surprising really,” the Time Pony nodded, looking around. “The TARDIS got pulled off course, but not far. We’re only a couple of kilometers away from where we started I would guess, if I’m judging the sun’s angle correctly,” he stated before uttering under his breath: “Something in this city must have drawn her here.”

“It’s so warm, though,” Rarity noted, glad that she had left her winter ensemble back in the TARDIS before Pinkie had bounced her way out.

The Doctor sniffed at the air for a moment, continuing to walk along with his friends as they followed the quilin.

“Hmmm.... Fully-enclosed environment. Air is too clean to be natural; slight hint of petritre dust, which is an indication of a rather advanced air filtration and recycling system. Full air conditioning... Not room conditioning like you might find on some worlds but actual air conditioning, to keep the entire region nice and cozy at all times. If I had to hazard a guess I would say that we’re inside a highly-transparent, dome-like superstructure, keeping out the elements. I have to say, I’m impressed. The level of technology needed to pull off something like this is definitely on the higher end of the spectrum.”

The Doctor huffed, a somewhat distant look suddenly finding its way to his expression as he thought back to something, Twilight taking note of the sudden surge of sadness in his eyes.

“Quite astute, Doctor,” their guide looked over his shoulder, his tone indicating he was indeed impressed with the stallion’s deductions. “Indeed. This is the Last City.” He gestured around to the beautiful white metal and crystalline buildings. “Our sanctuary against the endless ice that has overtaken our home, and the last pocket of true civilization in all of Qing. The great dome has stood for millennia, protecting us all from the frigid conditions.”

“Really? It’s that old?” Pinkie noted, turning her head this way and that as if she was afraid she might miss something. “Everything looks brand new.”

“It does, doesn’t it?” the Doctor nodded in agreement.

Their guide allowed himself a small laugh.

“We go to great pains to maintain this region of the city. You see, the Golden Roads connect the various palaces of the Quilin Nobles. You have seen the Halls of Azure, where the Master of the Halls oversees the preparation of our finest culinary wonders and hosts the many Noble celebrations.”

“You mean Moth plans all of the parties?” Pinkie suddenly bounced a bit higher, drawing attention as she grinned. “OHMYGOSH! I wish I’d known! We could have talked shop, swapped notes and stories, and shared secrets! OH! Maybe he would like to see my Party Cannon!”

“Pinkie...” Rarity gave her friend a sharp look. “You don’t have your Party Cannon.”

There was a moment of quiet as the Doctor and Twilight shared a glance, both remembering quite well how the pink mare had somehow managed to smuggle said balloon and confetti blasting artillery into “Party City” a month earlier, much to the delight of both the locals and the party-goers and the shock of the Time Lord, who was quite certain she had never brought the thing into the TARDIS.

“Moth?” the quilin gave Pinkie an odd look, clearly surprised.

“Yeah, he never said his name and the title was too much of a mouthful. So, I just call him Moth. It’s kinda strange though; he didn’t seem like a happy-party-thrower like me.”

“Well,” the silver quilin smirked, shaking his head and for some reason amused with what Pinkie had said before speaking up. “Perhaps he will be more eager to speak of such things when he is in a more jovial mood. I am afraid that the damages your ‘craft’ caused may have greatly upset the Master of the Halls. You see, the nobility of the Quilin tends to be rather ‘demanding’ in their expectations for such festivities.”

Rarity nodded, wondering if perhaps she had judged the alien noble too harshly when she had thought he seemed overly aggressive.

It was possible. After all, their only impression of Moth had been after they had dropped in unannounced and done some considerable damage to his home.

“Oooohhh, that reminds me, what’s your name?” Pinkie asked suddenly as they continued on their way, for some reason wanting to change subjects all of a sudden. “You only gave us your title, and Paotlp is kinda hard to say.”

The quilin seemed surprised by this question, taking a moment before answering.

“Well, I suppose if you must, you may call me ‘Sai.’”

“Ohhh, really!? Neato!” Pinkie grinned. “I met a quilin back in the Azure Halls named Sai... She was a girl, but still, the fact that my first two quilin friends both have the same name? Wow, what are the odds?”

The quilin offered a pleasant, if a bit forced, smile.

“Quite good, I would say.”

As they spoke, Pinkie and Rarity asking their guide more questions about their surroundings as he pleasantly pointed out the towers and spires of the various palaces on their path, the Doctor stayed back a short distance to walk alongside Twilight, who seemed far less enthused than her friends.

“Twilight? Are you alright?” the chestnut stallion asked.

“It feels... weird here,” she stated, taking a breath. “I didn’t notice it back in the Halls, but now that we’re out in the open, it’s like... there’s something missing?”

“I think you’re right,” the Doctor nodded, keeping his voice low. “Something very important.”

“You feel it too?” Twilight asked in a hushed tone.

“Yes, but the way the TARDIS reacted... even if I didn’t, I would be vigilant,” the Time Pony confided in the unicorn. “I stand by what I said before on that snowbank. Something isn’t right here.”

Twilight was quiet for a moment as they continued to walk, Pinkie bursting into laughter at something that was said, although judging from "Sai’s" expression, it was not intended to be a joke.

“Doctor... is there anything you’re not telling me?”

The Hourglass Stallion looked to her.

“Please...” the unicorn managed, having to look away from those old blue eyes.

The Doctor sighed, shaking his head as he paused a moment, running a hoof down the back of his neck to flatten his spiky mane.

“This place... it reminds me of somewhere I try not to think about,” he admitted.

“Where’s that?”

The Time Lord was quiet for a moment longer as he took a breath.

“Home,” he answered before starting forward again, quickening his pace to make up the distance that their friends had put between them.

Twilight, who had hoped for an actual answer, now found herself filled with more questions.

Questions that would have to wait for answers as she too trotted more quickly and caught on to what Rarity was asking their guide.

“...odd that we haven’t seen another living thing since we left the Azure Halls,” the fashionista commented, looking back and forth down the golden streets that ran towards the spire-like towers and the rounder, more squat dome-like structures that were connected to them. “Where is everypony?”

“You mean everylin?” their guide suggested, attempting to prevent any misunderstanding.

“Oh-ho!” the Doctor exclaimed smugly, a victorious smile on his face as Rarity was set back by the correction. “You see? I’m not the only one who gets it wrong now, am I?”

Taking no note of the white unicorn’s glare at the chestnut stallion, their guide nodded and proceeded to answer the original query as he turned to lead them down a narrower strip of road that seemed to lead directly towards a particular spire. This specific building forked at the top with two prongs that Twilight was sure she saw a thin arch of energy running across.

“We are still in the bright cycle of the day. Most of my kind are working. Come the dim hours, these roads shall be filled with quilin going home to rest during the dark cycle.”

“Oohhhh!” Pinkie grinned, coming to a realization. “Does your prince raise the moon and sun like our princesses do? OH! What if our princesses and your prince met and were able to talk about raising suns and moons together!? That would be sooo cool!”

Their guide turned to Pinkie with a puzzled expression for a moment before realization seemed to dawn.

“Oh, no. My master, the Lord Prince, does not control the daily cycles. That prestigious task is left to our Crown Prince, the Sovereign of the Sky.”

“Wait, how many princes do you have?” Rarity asked, somewhat surprised.

“Nine,” the silver quilin answered quickly, drawing a surprised look from the three mares, while the stallion maintained a neutral expression. “However, it is not my place to say. I believe that the Lord Prince could better explain the intricacies of our nobles to you. Just as well, as we have...”

Their guide trailed off slightly as he looked up towards the spire he had led them to, taking in what the Doctor had taken note of some time ago.

Four quilin were standing in their path, clearly awaiting their arrival as they did not balk at the sight of the “aliens” that were moving towards them.

Two of the quilin were built much the same as Moth, although whereas his scales had been blue and his outfit an ornate white vest, these antlered, alicorn-sized quilin bore jet black scales and what could only be described as scarlet red chainmail with matching helmets.

While they bore no weapons, the Doctor had learned that in this universe, where unicorns wielded magic and pegasi manipulated weather, a lack of armaments was hardly a sign that any given creature was incapable of bringing harm.

In front of these two intimidating guards however, were quilin more of their guide’s stature, one a dull bronze while the other was an off shade of red, and both wore golden stoles with the scarlet band much like the one worn by their guide, although lacking the silver coins at the end.

Wrapped around one of the red quilin’s front hooves like some kind of boot was an odd device that seemed composed of the same white metal they had seen all around the city, which glimmered in the blue-tinged light from the sun overhead.

The silver quilin took a short breath before he continued, a strangely strained calm in his tone.

“...arrived. This, my pony-friends, is the Spire of Sciences, where resides our Lord Prince.”

“And these charming gentlecolts?” Rarity asked politely, although her smile was clearly forced as they continued to grow closer to the group. Even Pinkie ceased her usual bounce to walk normally along with Rarity, Twilight and the Doctor slightly behind them as their guide led the way.

“The two beings who share my stature and stole are members of the Scientist Supreme’s court; fellow followers of the Lord Prince. The larger ones in the armor are...” the Lord Prince’s attache hesitated for a moment before he found a proper way to describe them. “...members of our city’s defense forces, under the command of the Warrior Prince.”

“Why does that make me nervous?” Twilight asked.

“Probably because proper militaries have a nasty habit of being a wee bit over-reactive to new and alien things that drop unexpectedly out of the sky and crash into their ballrooms...” the Doctor commented.

“I assure you, everything is alright,” their guide offered, although he kept his voice low, whatever smugness the smaller quilin had shown in front of Moth clearly not in place as they approached the armored guards. “The Scientist Supreme was quite adamant about meeting you when he heard that something from beyond the City had somehow arrived. The Warrior Prince is simply taking precautions I am sure.”


The small precession of ponies came to a stop when their guide did, the silver quilin pausing a moment before stepping towards the two guards who towered over his fellows.

“I am the personal attache of the Lord Prince, carrying out his decree and delivering these visitors to an audience with the Scientist Supreme. Under what authority do you delay us?”

“By the authority of the Warrior Prince. We must determine that the aliens discovered in the Halls of Azure pose no immediate threat to the Last City!” one of the guards spoke up in a deep, gravelly tone, using a foreleg to push the smaller scientists forward. “Get to it, Sai.”

The two smaller quilin moved forward, and though discontent was apparent in their eyes, they did not complain towards the admittedly larger quilin as they approached the aliens. The bronze-colored quilin cleared his throat as he moved up to their silver-scaled guide with a respectful nod.

“Ooohhhh, is your name Sai too? Wow, three for three, that is soooo weird! Is that name popular around here or what?” Pinkie spoke up, although the bronze quilin seemed intent on ignoring her.

“If it pleases the Lord Prince’s ‘guests,’ we would like to examine you to ensure our valiant defenders of the Last City that you pose no risk to the Prince himself.”

“I am a bit concerned,” Rarity noted, turning towards Twilight and the Doctor. “How can we possibly be a threat? I mean: a baker, a librarian, a doctor and a tailor? Threatening?”

“You have to see things from their point of view, Rarity...” Twilight spoke up. “I mean, discounting magic or the like, our presence alone could cause a disruption if we aren’t careful. For example, there could be some sort of massive allergic reaction from something as simple as our fur touching their scales. Or, if you happen to read Neigh G. Wells, they could end up like the Maresian Invaders, stricken by common pony illnesses that they have no immunity to. Or--”

Twilight!” the Doctor cut her off curtly through clenched teeth, setting a hoof against the mare’s mouth as he smiled broadly towards the three smaller quilin, all of whom were now looking towards her with large, concerned expressions. “Ixnay on the amature alien-biodiversity analysis please.”

With a hesitant nod of agreement from the purple unicorn, the Doctor stepped forward.

“Pardon my friend here, she reads a bit too much. It goes to her head sometimes.”

“Read... too much?” Twilight scowled in the Doctor’s direction, clearly offended

“Sometimes?” Rarity put forward, causing Twilight’s scowl to immediately change targets.

“However, I can assure you all that you are quite safe. Despite the... how shall I say... overactive imaginations of her world’s science fiction writers, that sort of thing almost never happens in situations of cross-species contact. I mean, really. Such a foalish notion when you think about...”

The Doctor paused for a moment before turning to Rarity.

“Did I just say ‘foalish’?”

“Yes, Doctor, you did.”

“Oh, heavens... I truly am going native...” the Doctor uttered under his breath.

“What was that?”

“What? Nothing.”

“Not to discount your assurances, ‘Doctor,’ but...” the bronze quilin started with a somewhat patronizing tone, gesturing to his compatriot. “We would prefer to have data directly from our own devices. Now, this is a simple biometric scanning tool. It is designed to provide a basic non-invasive analysis of tissues and cellular structure. Once it has verified that you pose no obvious threat to us, you shall be cleared to pass.”

“OH! OH! ME FIRST! ME FIRST!” Pinkie bounced up and down enthusiastically, perhaps a bit overexcited at the prospect of having her body scanned by the alien’s device.

The Doctor tried to hide a small smirk.

“Well, if you insist. By all means,” the stallion took a step back and away from the pink mare. A very big step back.

The red quilin nodded as he ran his hoof over the device, glowing silver circuitry suddenly illuminated along the sides of the strange device while he directed it towards the still bouncing Pinkie Pie.

“If you could hold still, your ladyship... I am beginning scan in three... two...”

Twilight shook her head before she took note of the movement next to her and managed to pull her eyes away from Pinkie Pie to see the Doctor flattening his ears and pulling down his goggles.




OWW!” the red quilin jumped back, shaking his foreleg frantically as the device short-circuited, its edges pulsing with a red-hot glow while a stream of brightly-colored sparks dribbled out from one side.

“Oooooooohhhhhh... Pretty...” Pinkie smiled, impressed by the display.

The two guards moved forward, confused for a moment as the two quilin scientists were still scrambling in action, the bronze one having to reach with both hooves to pull the still sparking, catastrophically failing scanning device off of his partner’s hoof while the red quilin fought back tears as his hoof was slightly blackened.

“What happened!?”

“If I had to guess, I would say diabetic shock,” the Doctor offered the inquiring guard with a shrug, Twilight suspiciously eyeing him as he pulled up his goggles. “I find this kind of thing quite common when dealing with Pinkie Pie, actually.”

“Is that supposed to be amusing, alien?” the guard demanded aggressively, only to suddenly have their silver guide suddenly interpose himself between the warrior and the Doctor before either could act.

“Our guests have been delayed long enough, Warrior. My master is waiting,” he stated coldly before turning his golden eyes to his fellow quilin. “Sai, does the scan indicate that the alien ponies are any threat?”

The bronze quilin shook his head abruptly, still clearly in a state of mild shock as his partner nursed a scorched hoof.

“It didn’t indicate anything!”

“So, no threat detected. You heard it straight from a member of the Scientist Supreme’s Court,” their guide stated, standing as tall as he could on his hooves. “Your presence is no longer required, ‘honored’ warriors.”

The two armored guards glared for a moment at the quilin, before they looked up and towards the four brightly-colored aliens.

After a tense moment in which even Pinkie Pie, normally oblivious to such danger, remained quiet and stock still, the two guards stood back, towering over the quilin who still stood up to them for a brief second before they turned and began to march together down the Golden Roads away from the Science Spire.

Allowed a moment to breath a sigh of relief, the three mares gave one another a comforting nod while the Doctor kept his eyes on the two soldiers as they walked away at a slow march.

“Come, my friends, the Lord Prince awaits,” the silver quilin indicated, gesturing for the ponies to follow him towards the doors to the white metal and crystal spire.

The Doctor did not cease his observation as the two quilin in armor looked back towards the troop moving into the spire, their leering gazes surprisingly predatory for an obviously herbivorous species.

“Twilight... stay close to me,” the Doctor said quietly, gazing back as he moved flank to flank, glaring at the two soldiers until he and his friends had moved past the threshold of the spire’s large ornate doors on their way to see the prince.


-The Science Spire-
-The Last City of Qing-

“How did you know that the scanner wasn’t going to work on Pinkie?” Twilight asked under her breath as the four ponies waited in a small foyer, their guide having gone to fetch their apparent host: the “Lord Prince” of the Last City of Qing.

Rarity and Pinkie were talking as well, although about what, Twilight wasn’t sure, and didn’t care to eavesdrop as she had other concerns.

The Doctor nodded slightly, having laid down on one of the foyer’s soft down-stuffed pillows while they waited for the prince.

“I soniced the scanner before they started so it would overload,” the stallion explained, bringing up his right hoof to indicate the device resting in its harsh-tree pulp cradle. “It’s impolite to point unknown technology at someone you only just met. And besides, I don’t much care for anyone who thinks that a full body scan should be a determinant as to whether you attack or grant them access.”

Twilight nodded, clearly still concerned about something before she voiced another issue that she was having.

“Do you think it was a good idea to leave the TARDIS like that? I mean...”

“Oh, she’ll be fine,” the Doctor waved her off. “You know full well that nopony... or ‘nolin’ for that matter... can break into the TARDIS. Even if the perception filter was damaged in the crash, I left her anchor engaged, so she can’t be moved. The last thing we need is for her to be carted off somewhere in her condition.”

“Has that happened before?” Twilight inquired.

“Oh, too many times...” the Doctor shook his head, a small smile coming to his muzzle. “When we have a free moment, I’ll tell you about the time Donna and I were in Pompeii and it got sold by a produce vendor to a sculptor as an art-piece. That was just embarrassing.”

Twilight nodded.

“Doctor, can I ask something else?”

“Of course.”

“Why are you lying to me about what happened to the scanner?”

The brown stallion paused, looking up towards the unicorn, who was watching him with concern.

“I know what it sounds like and I know how you use it,” Twilight pointed out. “And you never even so much as raised your foreleg. So what really happened?”

“You want the truth?”

“Yes, I do.”

The stallion was quiet for a beat longer than usual before he sighed, using three words he absolutely hated to use in sequence.

“I don’t know.”

The pair of intellectual ponies shared another moment of silence before Rarity’s voice carried over to them, drawing them away from yet another of the awkward moments that had been growing in frequency since Zebrica.

“I am NOT going to swoon!” Rarity stated firmly, her expression sour as she looked to Pinkie Pie, the party mare wearing a large grin.

“Oh come on, Rarity, it’s a PRINCE!” Pinkie offered in a giddy tone. “We all know you’ve just been waiting for the right one to come along. And if his name is ‘Charming,’ then it would REALLY be a dream come true!”

The white unicorn shook her head, setting her forehoof just under her horn as she tried to ward off a headache.

“It’s just an expression, Pinkie,” she tried to assure her friend. “I assure you, after the Gala, I abandoned that foalish fantasy of the dashing, romantic fairy-tale prince.”

“Awww, Blueblood really ruined it for you didn’t he?” Twilight teased, taking a moment of delight in the stallion’s confused expression as they referred to an event he had no knowledge of.

“What was this then?” he inquired, grateful for both the distraction and the fact that Twilight had allowed their subject to drop.

“Oh, when we went to the Grand Galloping Gala year before last, Rarity finally got to meet the colt of her dreams; Prince Blueblood, Princess Celestia’s nephew,” Pinkie explained quickly.

“And he was a horrible, uncultured, self-obsessed busybody with no appreciation for anything but himself,” Rarity completed, her tone edging towards the dramatic. “All my dreams of being whisked off my hooves... gone... in a flurry of terrified animals and a coating of crumbled apple cake with frosting.”

“That bad?” the Doctor snorted, having grown quite familiar with Rarity’s over-the-top drama queen moments.

“She crushed her own glass slipper to keep him from finding her,” Pinkie pointed out.

“It had to be done. If I never see Blueblood again, it will be too soon.” Rarity shook her head. “So, as I said before, I am completely, truly and utterly OVER princes.”

As if on cue, the large metal doors leading from the foyer deeper into the Palace of the Lord Prince opened, with Sai, the same silver quilin that had led them here, stepping out with a pose that expressed an air of importance.

“Honored guests from afar. Introducing: my master, His Royal Highness, the Fourth Crown of the Quilin Court, Scientist Supreme, Keeper of the Artifice, Lord Prince of The Last City of Qing.”

Stepping back with a respectful bow and flourish, the small silver quilin moved aside as a new form stepped through the doorway to greet their guests.

Standing before them, taller still than Moth or the guards, stood a quilin with glistening ivory scales that would perhaps have been a match for Celestia’s fur, a slight glittering giving the impression of a fine dusting of diamonds inlaid upon him. His form was firm and his posture elegant as he stood on four well-muscled legs, his hooves clad in what looked to be platinum cuffs not dissimilar to the kind worn by the royalty of Equestria.

Over his chest and sides, he wore a vest with a pointed collar, similar, but much more extravagant, than the simple white design worn by Moth; a silken material that glimmered and somehow managed not to detract from his natural scales.

Like the other male quilin the ponies had met, this “Lord Prince” too had a set of whiskers, but unlike the others, his were the color of spun golden thread, long enough to trail down to the beginning of his legs, yet still managing to maintain a groomed and perfectly-styled appearance. As well as his long, elegant tail, also golden in luster which somehow managed to appear soft and flexible despite being nearly as long as he was and made of of the same metal thread-like hairs.

And from his head, two long horns sprouted, black at the base like Moth’s straight horns and the stubby nubs on the smaller quilin, but as they grew larger, the royal’s horns curved backwards, turning white as they began to round out in a way that no other quilin’s they had seen had. And between them, running down his neck and back, his wiry golden hair shaped back into spikes that gave his already handsome features a roguish look at that.

For a moment as he surveyed them, a kind smile over his features, Rarity could do little more than stare, eyes widening by degrees as her lower lip trembled. A brief, warbly whimper was the only warning given to her Time Pony friend, before she all but collapsed back into him, her legs apparently turning to jelly as he staggered under her weight for the second time that day.

“Welcome to Qing, Travelers from the Heavens. Home of the last vestiges of the Quilin,” the quilin Prince nodded, his voice strong, yet lilting; perfectly befitting his appearance and title as he looked them over with an expression of deep interest. “I am Kir, Lord Prince of the Last City. Please, consider yourselves...”

His almond-shaped, golden eyes fell on Rarity, her own round blue orbs sparkling as the Doctor managed to push her off of his flank and hold her up in a slightly more comfortable position, although one could easily imagine his temptation to just let her slip onto the floor.

In that instant... their eyes met... and Rarity felt her heart all but melt.

And when he finished speaking, as far as Rarity was convinced, it was solely to her, the emphasis on the word clear that he intended so much more.


Her eyes half-lidded, the white unicorn managed a single word in response to this as she gasped slightly for breath.


Beside the Doctor, who was having some difficulty holding up Rarity’s weight, Twilight merely shook her head with a knowing smile on her face.

Some things never change.

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