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Episode 1 - Secret of Sunnytown

"We all change. When you think about it, we're all different people, all through our lives."


Once upon a time, in the magical land of Equestria...

A shadow from another world slipped into the light of a new world. Something new to it, outside of it. Something that wasn't meant to be, became.

One day, a filly by the name of Applebloom had wandered into the Everfree Forest, on the outskirts of a little town known as Ponyville. Accompanying a unicorn by the name of Twilight sparkle, sometimes known as the element of magic. Or, at least its present wielder.

The two having met up when the former saw the latter, and began attempting to regale her with the tales and exploits of her friends. Their little adventures, and quests to accomplish greatness. Accompanying Twilight as they set about deliverying books to a friend.

Though, a short while after they entered, the sky, unseen by them seemed to crack. A small tear in the horizon, leaking a clear unseen energy out, and across the land. Drifting down, settling upon the forest. Before the crack shut itself.

Within the two had progressed along, eventually reaching a large hut in the center of the forest. Another equine individual outfront of it. A zebra, in this instance, about the same size as Twilight. She make a line in the dirt, and stared over it with intent. As if looking to determine something.

"Hey Zecora!" Twilight greeted, noticing her. "I brought the books you wanted."

Drawn from her thoughts, Zecora took stock of the two. Smiling some at their sight, as they approached. Briefly giving a dubious glance back to the 2 lines in the dirt.

"Kind ponies, I thank you for delivering these on a day so cold." Zecora replied, being handed the books.

There was a strange sound through the forest, a rumbling thunder of sorts. Twilight, and Applebloom glancing around, seeming to search for the source. Zecora giving a glance back, finding a single line in the dirt.

Twilight asked. "What was that?"

Zecora sighed. "You do not want to remain for what might unfold." She added. "Hurry back to Ponyville you two must." She turned and started into her home. "For the darkness this night, you cannot trust."

Adjusting the books, she turned and started into her home, leaving the other two standing there a bit visibly confused. Given that she didn't usually rush off like that.

Twilight pondering the reason for the odd behavior. Electing to take the advice, she turned from the dwelling, and began heading back. Applebloom observing the two, letting out a little huff.

"Hey, Twilight?" Applebloom tried to grab her attention. "What the hay did that mean?"

"Admittedly. I don't know." Twilight replied, before adding. "But, we should get going either case, it's almost night. Come on Applebloom."

The pair headed along, back down the path they came. Unable to notice the strange essence seeping into the forest. The moment of the crack in the sky, coinciding with this very instance.

As it happened, Appleblooms vision suddenly blurred. For a moment, she felt herself stretch into two renditions of herself. Identical. Twilight visible to her in the same fashion, seemingly out of sync. And then, it was over.

The filly shook off the strange feeling, blinking a lot. She couldn't quite remember why she was blinking so much, or why her head and eyes hurt. But she rubbed them for a moment, trying to make the strange soreness go away.

Twilight for her part blinked in surprise. "What...how in Celestias name did this tree fall?"

The observation came, upon noticing a rather large tree was blocking the road leading out. Neither party had noticed it before. But Twilight observed it seemed to have been felled some time ago. Confusing, given they had only just passed through there. She glanced it over, and scanned it with her magic, checking for anything off about it.

Applebloom had an idea. "Maybe it was that sound?" She then added. "Or...maybe...it was ghosts?"

"Don't be silly-" Twilight said, her horn aglow with magic. "There are no such things as ghosts. Now, give me a minute, and I'll move this."

She strained with her magic, lifting the tree. The process a bit more difficult than she had anticipated it to be. Her eyes closed as she focused, bringing it up, and to the side of the road. Letting out a content sigh, before opening them, and staring blankly ahead, eye twitching.

"Uhm...Twilight, there's more of em." Applebloom noted.

"Oh come on!" Twilight declared in frustration.

The path ahead was marked with a dozen or so trees. All large enough to block up the road, or make traversal difficult. Something that clearly had to have be done intentionally. Twilight opting to believe it was one of her friends playing a prank on her, again.

She groand, and applied her magic to the next. Beginning the admittedly slow processed of attempting to clear the way out. As quickly as she could, so long as it was done safely.

Behind her, Applebloom fidgeted impatiently. The girl was rapidly becoming bored of merely standing there. She tried to think up some clever way to move the trees, briefly imagining making some sort of machine to do it. Made of sticks, and rocks, with a huge claw on it. The concept providing some amusement.

It was around then, however, that the odd burning sensation on the back of her head, became known. It was that unsettling little feeling a person got, when they were being watched. Some leftover survival instinct, kicking in, inspiring her to look back.

Upon her turn, she noticed someone in the road behind them. A grey filly, a little bit older than she was, but not quite as old as Twilight was. This stranger had a blond mane and tail, with a spyglass cutie mark. The other filly gasped upon being seen, and hurried off the path into the woods.

"Hey Twilight?" Applebloom said.

"Not now Applebloom." Twilight sighed. "Just...stay there okay. This'll take a minute."

This dismissal prompted a little dash of rebellion. Mixing with the natural curiosity she'd always had, Applebloom started towards where she'd seen the stranger. Giving a couple glances back, finding that Twilight was still focused on her efforts to clear the way out. Much in the same way, Applebloom couldn't help but seek an answer. After all, she wasn't aware of anyone else living in the Everfree Forest. Knowing only of Zecora.

She imagined there being a massive city, or an ancient temple within the woods. Perhaps some lost civilization of super powerful cutie-mark granters. She didn't know, and her mind was alight with possibility.

With a determined expression she raced after the grey filly, off the path, and into the dark. The space she entered, reverberating. A strange fog fading to cover the path, moments after she entered it.

Twilight let out a content sigh, having moved the tree. "See, I told you it'd...Applebloom?"


Applebloom began through the underbrush, finding it a bit darker beyond the path than she'd imagined. Even given how tangled the trees were. Her steps bringing her to a clearing, ear flicking as she heard movement through the bushes, spotting someone.

"Hello?" She called out. "Who are you?" Her bow got caught in a branch. "H-hey oh...darnit."

Her bow now dangled from the tree, much to her mildest irritation. However, she wasn't about to slowdown now. Telling herself she'd simply get it once she began back through.

Following the noise and the motion, she went further and further into the dark. Venturing along, down winding paths, and corners, long straightaways. Not thinking for a moment, of how she would ever find her way out of this strange maze in the future.

"Are you out there?" She called out, getting no response. "Where the hay did she go?" She muttered. "Zecora says it ain't safe out here!" She called out. "She's...real smart so..."

A loud sound came to her attention, snapping her from her movements. The filly finding she had nearly passed by something to her side. Something that stood out, quite terribly, despite how dark it was.

A large red box, that was laying on its side. It had the words 'Police call box' on the side. Though she had no idea what that was meant to be.

The bigger, strange detail about it all, was the sound of splashing water coming from inside. Her head tilting, as she listened. It sounded like waves, and there was even some water on the ground in front of the strange box.

"What the hey?" She asked, deviating, stepping nearer. "Hello, anypony in there?"

Suddenly the side facing her was thrust open, with what seemed to be a door. Leading to a small flood of water to spill out. The filly jumping back, splashing onto the water in sheer confusion.

A loud gasp for air redirecting her focus back onto the box. As a hoof becam visible from within, grasping at the ground. Pulling from the edge of the water.

Following that, a strange pony soaking wet, and couching heavily crawled out of the box. Wearing a soaking wet jacket, that dragged against the ground with them. Spitting up a good deal of water.

Applebloom briefly peered at the interior of the box. It was strangely, much larger than she was expecting at a glance. There was a great deal of water, like an ocean, with light coming from somewhere within. The water splashing around from side to side.

Her focus fell on the figure on the ground, half-sunk into the puddles. A mare with a light blue coat, and white and dark blue mane and tail. Presently wearing a now-stained red dress shirt, with a black coat overtop.

There were holes and damage to the jacket, and shirt. Revealing that the interior of the jacket was made up of some silver silk-like material. Not that Applebloom had the best reference for such a material.

Applebloom asked. "Hey, are ya alright?" She took a moment to nudge the stranger. "Miss?"

The strange mare replied. "Not now...Suzy." She coughed up more water. "Ugh..have to..evacuate the water...blimey...that's painful."

"Suzy?" Applebloom asked, unfamiliar with anyone with that name.

The Mare struggled up. "Well...that's a helluva way to-" She coughed more water. "stress test the new body." She turned towards the box. "Let's just break g-" She coughed again, and took a moment to clear her throat. "aghh, pain...where was I? Oh, right. Letting the gravity controls break while we're in the middle of flying through a literal tear in the fabric of reality. Oh, that's grand, lovely idea, especially when my body is doing the twisting, and breaking like that."

The box made a long low dong sound. A bit like a bell. The strange mare tilted her head and this, and huffed.

"What do you mean straighten you out?" She asked. "What like lift you up?" She glanced at Applebloom. "You're gonna havta handle that one yourself. Lest you forget, I don't have hands anymore, and neither does Susan apparently."

Applebloom asked. "Who's Susan?"

"Shh, Suzy, not now, gran is talking to The Tardis." The mare replied, seeming mildly lost, a chime ringing from the box. "Oi. Don't give me that sass. Which one of us was turned into a technicolor equine, and then half drowned, when a certain someone lost control of herself, hmm?" The box made no sound. "That's exactly what I thought...where's my thing...the one that goes...whirry whirry and does stuff?"

There was a sound, as something ejected from the box fast. Slamming into the strange mare, knocking her to the ground. The thing in question, revealed to be a metalic wand of some kind, that thumped her in the chest.

"U-uhm-" Applebloom asked. "are you okay?"

The blue mare groaned a bit, laying on the ground. Picking up the wand thing, shoving it into her pocket. After a moment she seemed to process the question.

"Not now, dearest, I'm a horse-thing and angry. Never been a horse-thing and angry before." The blue mare replied, her voice bearing a heavy accent. "Lovely, what was that for?" She asked, getting up, getting a chiming noise, as the door closed. "A-ah...was...well, maybe I was a bit harsh. I guess I was also partially to blame, dropping the charges and what not. But in my defense, everything wa-"

"Are you talking to the box?" Applebloom stepped nearer, and looked it over.

"It's The Tardis. It's not a box...you named i-" The blue mare blinked, registering her presence. "Oh...hello?"

For a moment, Applebloom noticed the faintest little glint of light in the strangers eyes seem to dim. Her constant little erratic movements growing still. Seeming to be fully processing everything now.

"Uhm, howdy." The yellow filly replied. "Who're ya talkin to miss?"

"That...that...that it-doesn't matter." The strange mare adjusted her darker jacket, finding one of her arms sticking through the side of the sleeve rather than the proper part.

"You sure?" Applebloom asked.

"Yes I'm sure." The mare had pulled the jacket off some, to try and get it on. In the process catching herself on the side. " "And are you t-aagh!"

The blue mare pushed at an awkward angle of the jacket, and promptly fell to the ground. Splashing back into the puddle on the ground, sighing tiredly. This earned an involuntary snicker from the girl, who stepped over, and offered a hoof to help out.

"Need help?" Applebloom asked.

"I'm being offered assistance from a..." The mare trailed, and took the hoof. "What are you exactly?" She inquired. "With suction cup hooves that magically grab things, and bright colors and...ohh...hohhh oh, I see it now." She smirked. "You're the same species as whatever it is I am, aren't you?"

"Uhm...yup. We're...both earth ponies." Applebloom asked, helping her up. "I know I asked before, but...are ya alright, really?" She asked. "W-wait, did ya hit your head?" She gasped, and said. "Oh, maybe I could get my cutie mark in first aid? I could ty and help-"

"Ahh, no. " The strange mare replied. "No, I don't need any assistance strange...smaller pony...ponies, really?" She sighed, managing to get the jacket on. "So, presuming we're of the same species as previously indicated, and you're of a smaller variety than me...that would suggest you're...a child?" She added. "I don't like to assume. It's rude. Or maybe that was the old me...maybe I'm an assumer now. Still not...ginger though. Miserable. Where was I...right, child, you, yes?"

"I am...yeah. You're...real weird." Applebloom noted, before asking in rapid fire order. "What's with the box filled with water? Why're you out here? What happened to your coat? D'ya need help fixin it? Think I could get my cutie mark in that? My friends sister owns a shop, I bet she could help!" The mare stepped back, looking bewildered. "Are you that girls ma? Who's Suzy, is that her? Is Susan the same person? How didn't ya know you were a pony?" The mares ears dipped back, as she began trying to shush the child. "What's your name, my name's Applebloom, and-"

The stranger gave a solid. "Shush." And found it seemed to work. "Oh thank the goddess..okay, okay, child, please stop alright. Too many questions, too fast." She let out a little breath, a whirring noise coming from the box. "Oi, no, no no no, don't you go encouraging her. It is not funny."She turned. "Okay, to clarify, your voice sounds feminine, at least to my aging ears. However, I've been wrong before, and I like to, or liked to be a bit more considerate of these things. So, do you have pronounces, do you know what those are, do they matter on this-this place?"

"Uhm...that's like...he, she, they isn't it?" Applebloom asked.

"That'll work, yes." The mare nodded, asking. "Is it she?" The filly nodded. "Great, good, cheers. So am I apparently. Maybe I'll have you offer pointers. It's been awhile since the last time."

"Were ya not always?" Applebloom inquired curiously.

"No. I think...one, two, two times before...or three?" She seemed to debate this. "Either case... just this morning I was an older gentleman...scottish, funny enough. Very angry eyebrows." The mare indicated. "One bad trip later, and suddenly I'm on my second...thirte-I...this life, definitely female, and a pony again. Not the pony again part, the other one. Female, I mean, feminine, of that particular sex...probably keep the expression, don't know yet." She hummed. "Surprisingly it's not the strangest thing to happen to me."

"Well, if it helps, I think you're pretty." Applebloom told her. "Bit weird though."

The mare blinked, nodding. "Huh, well, yes, but I don't require compliments, I'm always great looking. But, since you're you're an excellent judge of style. This old jacket, should I keep it? What'cha think?"

The longcoat was well torn, and quite battered. Very dark, especially with the rest of her ensemble. Applebloom finding it a bit 'formal' were it not for how damaged it was.

"Uhm...it's nice?" Applebloom replied. "Little dark though."

"Yes, well I used to think it was quite fetching. Gonna have to replace that with something brighter." The mare huffed some. "Right, yes...you had questions. I have some to. So, I answer a question, I ask you one, fair?"

"Alright." Applebloom replied.

"Fantastic-" The mare paused. "no...no not that word. Hate the sound. Ugh, tastes like vinegar...eh, whatever, I'll figure it out. Anywho-" She paced a little. "Applebloom, was it?"

"Yup." The filly replied. "And...you are?"

"Well, child, I'm The-" The stranger paused. "No...no I can be more than that...can't I?" She asked. "New world...why not?" She smiled some. "I'm the...I'm The Professor. That's with no who, no what. Just The Professor." The Professor explained seeming mildly enthused. "Where...am I?"

"Well, yur in the Everfree Forest." Applebloom replied. "Didn't...cha know that?"

"No." The Professor replied. "That wasn't specific enough clearly. I meant, place, plane, land, country, location, solar system, galazy?" She threw a hoof up to the sky. "Universe?" She paused. "Matrix?" She focused on a random tree and squinted. "Nope, not that. Good."

"Uhm...Well yur in Equestria." Applebloom said.

"Equ-" The Professor twitched, and stifled a laugh. "equestria? Oh that's...that's just...incredible."

"What's with the box?" Applebloom asked, curiously glancing at it. "I've never seen a box with a pool in it. Is it magic?"

"Is magic a thing in this world?" The Professor inquired.

"Well sure. I mean. Unicorns have magic...and-" Applebloom began.

"Unicorns?" The Professor asked.

"Yeah. Like...we're both Earth Ponies. And some have horns...those're unicorns." Applebloom said, adding. "And the ones with wings are Pega...pegai..pegasusus."

The Professor stood idle for a moment, before adopting a smile. "You're entirely serious. That's...alright. I'm going to have to meet them, I suppose." She wagered, adding. "Do unicorns-" She paused. "er, nevermind, I'll ask an adult. Probably not an appropriate question for a child."

"What's the question?" Applebloom asked.

"Ah, it's nothing, right, back on topic." The Professor cleared her throat. "Right, so. You asked about the Tardis. The box." The filly nodded. "Well, it's...not just a pool. It's actually a type of flying machine. The uhm, the type that transcends the bounds of physical limitations. To traverse the universe, and the stars in the skies. A brilliant defiance to the conceptual understandings of most civilizations." She said in clear enthusiasm. "So...so yes...that's suitably simplistic, but it works"

"With...water in it?" The filly asked. "How's a pool help a flying box?"

"Well, sometimes I like to relax in a pool when I'm flying. Sometimes, I like to adjust the water, and keep fish there. Or, large aquatic monsters needing transplant to a new home." The Professor paused. "Now...you asked me another question...was I someones mother, which lends me to ask...if this is a big spooky forest that feels peculiar to even stand in." She looked around. "What are you doing here, all alone?"

"W-well...I saw somepony out here." Applebloom explained. "She ran off that way."

"D-did you just say some-" The Professor snorted, stiffling a laugh, before producing something from the jacket. "Ah yes. Uhm... well I presume it's a touch uncommon to find people living out here?" She waved around the metal wand, which buzzed, before scanning something on the side. "Correct?"

"A little...I only figured...Zecora lives out here." The filly then noted. "She said we should go home...that it was dangerous."

"And yet, here you are. Running head first into danger, as always." The Professor said, waving the metal object at her for a moment, as it whirred, before checking it. "You just can't help yourself, can you Susan." She muttered, seeming perplexed by the device. "Oh...you should uhm-" She snapped from her thoughts. "you should take her advice little one. Go back where it's safer. Go home. Ideally...far away from here. Presuming home is far away from this specific location."

"N-not until I know she's alright." Applebloom said plainly, feeling confused by the action. "And...why do you keep callin me that?"

The Professor didn't answer her directly, instead she looked over the metal device, and her curious look turned to something more serious. Glancing the filly over, before adopting a small smile. The kind most adults got when they were about to pretend everything was fine, when something was clearly wrong. The type they got when they were worried, and wanted to pretend, they weren't.

"Well then. I can't let you wander alone, can I?" The mare asked. "That'd be wildly irresponsible. So I'll come with you."

"Really?" Applebloom asked, adding. "I thought you'd try'ta make me go back?"

"I have a feeling you would disobey that request. And having you run off alone is... less than ideal Miss Bloom." The Professor said her name, with emphasis, as if trying to cement the idea to herself. "Besides, I've gotta let the water drain out anyways, let some crash damage repair itself." She gave a little wave, of dismissal. "It's not easy to fly when the pool is in the lobby."

"Well... I guess it would be safer?" Applebloom half asked herself.

"That's the hope. Now, you lead on, and I'll follow." The Professor offered.

Applebloom elected to oblidge this, and began jogging down the path. The Professor watching for a moment, before glancing back at The Tardis. Debating internally for a moment, before following on, stumbling a bit as she stepped, before getting a handle on it.

As soon as they'd rounded the bend, the Tardis began to whir. Vanishing from sight, before reappearing in the same spot. Only this time upright, the door opening as a great deal of water poured out.


As they went along, The Professor paused now and then. Waving around the metalic wand, a glowing red light along the end of it. Scanning little things, before putting it back in her pockets, and walking after her temporary ward.

Her ear flicked now and then, an expression of mild irritation and confusion on her face. Muttering something to herself, as they passed through a lightly wooded area. Pondering something as she looked around, noticing that Applebloom was merely continuing down the main path.

"So, Miss Bloom, how often to you adventure into places like this?" The Professor asked, getting no response. "Oi."

"Huh?" Applebloom paused. "Oh sorry. I didn't hear ya."

"I was just curious why you aren't cutting through the trees." The Professor gestured, prompting the filly to glance. "I see a path directly ahead, just through them. Not that far in fact." She then noted. "And I wager once we come around that corner, we'll end up there anyways...why not skip ahead a little, just veer off the path?"

"Oh wow, I didn't even notice that." Applebloom said, peering through. "That's pretty clever. And, maybe we could find her quicker too?"

"That's the idea." The Professor shrugged. "So c'mon and..." The filly started to walk down the path again. "Seriously?" She stepped over beside her. "Don't wanna cut ahead?"

"Cut ahead?" Applebloom asked, looking confused. "What do you mean?"

"Deviate from the path." The Professor replied with a raised brow.

"But...there's... only one way'ta go." Applebloom said.

The Professor stared blankly for a moment, taken aback by this. She turned and looked through the significantly quicker shortcut, and then back to the girl. Taking a breath, she worked to compose herself.

"How do you know she didn't run off into the woods?" The Professor asked her, giving the filly pause.

"Cuz she-" Applebloom seemed to consider this. "well, I wouldn't. That'd be scary...wouldn't it?"

"Well possibly, but you're not exactly going alone. I can even pop ahead first, if you like. Make sure it's safe?" The Professor offered.

"I guess that'd make sense." Applebloom replied, turning and continuing down the path as she was before.

The Professor didn't respond to this, beyond slowly blinking, and muttering something to herself as she followed along. Noticing that the smaller equine was making a point to stick towards the center of the road. The pathing was odd, almost deliberate, yet it had seemingly come about in undeliberate fashion. Then again, sometimes children played peculiar games.

As they went around the corner, it indeed went to precisely where she had known it would. Only, it took a couple minutes extra. The end of the path marked with a notable light up ahead.

The youner of the two began along without hesitation or pause. A hoof suddenly grasping her shoulder, snapping her from her thoughts. Applebloom was pulled to the side, prompting a very confused sort of look from her.

"Don't just go walking in there." The Professor said, with a sigh, while taking out the metal wand. "Honestly. It's like I'm dealing with a human again."

"W-what's wrong?" Applebloom asked.

"You always perform reconnaissance. Recon for short by some people. People who are either cool, or are trying very hard to-" The Professor shook her head. "sorry, focusing. Look, I'm just going to check something." She pulled up her jacket some. "Alright, you see, I have a tattoo on my rump. Never had one there before." She glanced to the side. "Well, once, but-"

"You have a cutie mark?" Applebloom asked, before adding. "Oh, it's...an hourglass with black sand?" She then asked. "Your...special talent is...time?"

The Professor gave it a look-over, and that was indeed what the rump tattoo, or 'cutie mark' was.

"The fact that my butt is aware of what I do, is a bit peculiar to me." The Professor admitted, with a little smirk. "But you don't seem surprised. Which, as an observation leads me to a suggestion, a possibility. And thus...I take it they're normal?"

"Well yeah. Most folks have em. Most of my classmates too, actually." The filly smiled some. "B-but me and my friends're try'n'ta get ours. We've tried all sorts of things."

"So it's a coming of age ritual, of sorts." The Professor pondered. "In that case, tell me, is it uncommon for an... adult not to have them?"

"Uhm...I guess it could happ'n. But...I don't know anypony like that." Applebloom admitted.

The Professor tried to hide her amusement at the word choice. "R-right. So, lesson time. Questions are important, Miss Bloom, as they lead to new discoveries, and preparation for possible outcomes." She indicated. " Such as the one I've just made with that one." She stepped over, and parted some leaves. "Now, peer through the leaves there. Up ahead, see those fellows?"

Applebloom felt a mix of compulsions at this request. The first was merely to continue on, and venture into town. It almost made her eyes feel heavy, and her mind tired.

The other was to sort out whatever it was The Professor had apparently discovered. And that one was different, more desirable. Prompting her to oblidge, and peer through the leaves beside the blue mare.

Beyond this space, there was a vast clearing full of light pouring down from above. Falling upon an incredibly quaint, albeit decent sized little town. Various homes, and houses of roughly similar makes and models placed about. Gardens on the side of each. She couldn't help but find it a bit cute, and quaint.

Applebloom then noticed the ponies there, wandering about, doing things. Some were setting up decorations. Others were passing by one another, joking or chatting in general off and on.

It was then that she gasped, noticing something far more noticeable than the rest. Something she was both shocked and appalled, even if she didn't know the word, that she hadn't noticed sooner. Nopony here seemed to have a cutie mark, not one single one she had observed, and they were adults, all older than her.

Applebloom commented on this revelation. "They ain't...got cutie marks." She asked. "They're...blank?"

"That's right. None of them do. At least none that I could observe, and I have very excellent eyesight. Well...decent. Well, possibly, I'm not entirely certain yet. Er, nevermind." The Professor took the wand, and aimed it at her own cutie mark, causing it to make a few strange sounds. "So, just to be on the safe side-" The hourglass seemed to fade. "there. Ha. Yes. I knew that would work!"

"What'd you do?" Applebloom asked. "Y-you got rid of your cutie mark?"

The Professor seemed to light up, expression becoming something a bit giddy with pride. Repeating the process on the other side, removing that one as well. She then straightened out her jacket, a smug expression on her face.

"So, and this is a touch fascinating. This whole world seems to operate a bit differently than the one I'm familiar with. And I'd posit the sensation I've been hearing is observable throughout the universe, but that's something I'll need to check later." The Professor then asked. "Where was I? Oh yes. So, everything in this universe, has a frequency. An energy, a tune, something of that nature. It's what I was scanning while we were walking." She smiled. "A few quick scans with the Sonic Screwdriver, and I have a moderate understanding regarding the nature of things within this present reality. And the music itself. Which , admittedly, all those frequencies are like songs. Like ambiance tracks, or instrumentals. Even my rump tattoo, which is funny to me, albeit in an extremely obnoxious sort of way."

"So...you hear...everything singin?" Applebloom asked, trying to decipher the excited ramble. "What about this?"

She held up a rock. It was a fairly standard looking rock. With a fairly standard grey color to it. As well as a little song that flowed from it.

The mare squinted, took it, and held it to her ear. "It does, actually. Sounds like chiptune." She held it out, and glared at the rock. "Couldn't even stay on brand. Disappointing." She tossed it aside. "Well, anywho. I used my sonic screwdriver to determine the frequency from my uhm...cutie mark..." She smiled. "and then altered it to match the one associated with the rest of me."

The filly listened, and seemed to think. "S-so you...made it...invisible?"

"Functionally yes. On both sides. Since it seems to come in pairs." The Professor muttered, before adding. "Now, Miss Bloom...just to be safe. Don't mention that I have one, alright?" She asked. "There's a chance, however narrow, their culture is unfamiliar with them. Which would make finding this girl you're seeking, difficult."

"Okay." Applebloom nodded. "I won't say nothin. Promise."

"Good girl. Now-" The Professor found that the filly had turned, and promptly proceeded into town. "just...continue on I guess?"

Without warning, Applebloom wandered into the strange town in the middle of the Everfree Forest. There, she was greeted by warm sunlight, and the friendly atmosphere of the locale. Hearing the distant sound of birds chirping, and people talking, laughing and sharing the day with one another.

Caried, dancing across the wind was the scent of sweetes. Pies, perhaps, of various varieties. As if for a celebration, in this tranquil location. It was about then that she noticed the grey coated stallion, with a black mane and tail near the entrance area.

He was looking things over on his clipboard. Making little checks and tallies. A seemingly perpetual smile on his face. Seemingly making notes regarding everything in the area.

Said area was set up like it was a celebration of some kind. Made up of tables, and stools. With banners stretched across the various posts, and fences. Seemingly advertising some festivity. She approached the stallion, drawing a glace towards her.

He let out a. "Ha ha. Well hi there little filly." His voice friendly, and upbeat. "And welcome to Sunny Town!"

"Uhm thanks. It's uhm..." She looked around more. "Who are you anyways?"

He went to say something before a shadow seemed to cast at her side. Applebloom glancing, taking note of the Professor. The mare dusting herself off.

The Professor spoke. "Apologies, I was just wondering the same thing, actually."

He spoke. "Well hello to you too. Wow, two visitors in one day?" He laughed a little. "I'm Greyhoof. At your service." He gave a little bow. "I'm the local celebration planner extraordinaire!" The Professor went to speak, but was cut off. "You're just in time, the party just started. Please, help yourself to food and drinks."

"Cheers. Whatever." The Professor cleared her throat. "Well, thank you very much-" She noticed Applebloom start to walk. "oi, Applebloom."

The filly glanced back, before gasping. "O-oh right. I'm mighty sorry." She stepped back beside her. "Hey there Greyhoof. I'm Applebloom."

Greyhoof smiled some. "Well, it sure is nice to meet you Applebloom. And you are?"

The Professor replied. "For now, you may call me The Professor."

"Professor?" He tilted his head. "What's that?"

"A type of educator, traditionally one found in higher educations." She noticed that he seemed about to ask something. "Where...are we, exactly?"

Greyhoof smiled more. "Well this here is Sunnytown. We call it that because ou-"

Applebloom asked. "Cuz it's all sunny?"

"Well, in a sense yes." He laughed a little. "I like to think it's cuz of our bright smiles."

The Professor noticed that Applebloom seemed to shift some, turning and starting to wander off. The mare sighed, as Greyhoof raised a brow, and took notice. The duo watching as she started to walk around.

"And once more, she aways without a word. I swear, that child." The Professor sighed.

"Are you her...mother?" Greyhoof asked curiously.

"No, I'm just her guardian." The Professor quickly noted. "We got a touch lost, and stumbled into the woods. And, as you can tell from my jacket-" She tugged on it. "it has been a difficult path here. And I've more than once fallen through sticker bushes. Then again, I've never been the best with direction."

"Well no worries friend." He pat her shoulder, the feeling was icy cold even through the fabric. "You two can take a load off and relax. I think this is going to be the best celebration to date, and I reckon we'd just love ta have ya."

"Well that certainly sounds pleasant. Thank you." The Professor, then said. "I should go make sure she doesn't get into anything." She gave a slight bow. "I appreciate you being, welcoming."

"Of course. Have a sun-shiny day." Greyhoof said, pausing. "Er, before you go, if I may-" She stopped her steps. "out of curiosity, are you a healer of some kind?"

There was an odd song in the air, it defied the other torrents, and currents. An altered thing, like someone with shaking fingers was playing the piano. Mind to in a frenzy to focus, yet curious enough to attempt subtlty.

"I've not had any such title since I was a child, playing pretend." The Professor told him, before asking. "Why, are you in need of one?"

"No. I just...it's the darndest thing. I don't think I've met one, personally. We all take care of each other here, after all." He laughed a little. "It's just, you sort of feel familiar, and I started to imagine you as one."

"Ahh, I see. I imagine in some 'professional' outfit or something?" The Professor gained a slight nod from him, and beckoned him close. "It's alright. I've had many people who want to see me as one of those 'sexy healer' types before." She pat him on the shoulder, a faint whirring audible in the air. "Answers no. But I won't judge your interests."

Greyhoof seemed to blush. "O-oh it wasn't like that. I-I promise." He quickly said. "W-when I...I didn't mean I was...er, heh, I wasn't-"

"Hey, listen. I get it, I know, it's okay. You're young, your mind wanders, I'm not faulting you." The Professor said, sounding very amused. "But now, I've gotta get going, so, have a good day Greyhoof."

"Y-you too." He laughed looking embarrassed.

As the Professor left, she saw him bury his head in his clipboard. Smirking to herself, while checking the sonic, promptly after, she slid it into her jacket. It was easy to do a scan, when people were preoccupied, after all.

"Knew I was still good looking." The Professor told herself. "Now...ahh, there you are." The filly had wandered over to a pony who was pale in complexion, with orange-red mane. "Mane...hair?"

It was functionally the same in her mind. She hoped it would be interchangeable in this peculiar universe. Growing near enough to overhear something being said.

The mare sighed. "He hasn't said a word to me all day."

With the completion of those words, Applebloom seemed to start wandering off. The Professor stepping near. Clearing her throat.

She spoke. "Who hasn't?" This earned attention from both entities. "I assume based on that sentiment you're having problems?"

The mare gasped. "Oh, I-I'm so sorry... I didn't mean to...voice that out loud."

"You sound a touch distressed." The Professor observed, adding. "Why do you think that is Applebloom?"

The smaller pony seemed to get a faint shine to her eyes. "Hmm, well, didja... get into a fight with somepony?" She heard the Professor make a sound, covering her mouth. "Or...somethin?"

The mare sighed. "No...I don't know. We're...well, today is meant to be a celebration. We're engaged. And we're going to be getting married tonight, but-" She frowned. "he hasn't...said a word to me all day. I'm not sure what I did wrong."

Applebloom asked. "Welll... who are you talkin bout?"

The mare motioned. "See that stallion over there?" She asked, pointing to a stallion in front of some building. "That's Roneo. My fiance."

The Professor suggested. "Well, why not go and ask him what's going on?"

"I-I couldn't." The mare said, adding. "If...if it's nothing. Well...maybe I'm just being anxious?"

Applebloom commented. "Well, ya ain't gonna know less ya ask?" She then pondered. "I could go and ask fer ya?"

"Oh, you sweet thing." The mare pondered some, glancing between them. "Well, would that be alright?" She asked. "I wouldn't want to impose."

The Professor glanced to Applebloom. "Well, what do you think?" She asked. "Should we?"

Applebloom responded with a smile. "Yeah. It's for her very special somepony'n her."

"Fair, if it's...d-did you...v-very special..." The Professor stifled a laugh, clearing her throat. "er, yes...naturally." She gave a nod. "We'll see if we can discover what's going on. Rest assured, it will be okay."

The mare said. "Oh thank you both. I'm so sorry to trouble you with it." The Professor gave a nod, and started on. "A-acually..."

"Hmm?" The Professor hummed, stopping, as Applebloom wandered off. "Yes?"

"You.. where are you from?" The mare inquired.

"Awfully personal question there miss." The Professor began "Especially when I haven't a clue as to your name."

"You're right. I should have introduced myself. I'm Starlet." Starlet greeted. "I just..I've never seen you before."

"I'd be surprised if you had before. I'm a traveler, you see. I just... well, we happened to get lost." The Professor admitted. "Honestly... the whole experience has left me with a nasty headache."

"Really?" Starlet asked. "Is it...are you sick?"

"No." The Professor responded. "It's the blasted music, as well as keeping up with that one, or trying to keep her out of trouble." She asked. "Does that bother you?"

"N-no.. I'm sorry that must have sounded so very rude." Starlet apologized.

"Don't apologize for being curious. Curiosity is a virtue. It's a dangerous one, sure. But the moment it's gone from a person, is the moment they're already dead." The Professor said, considering. "Into that, since you asked me one. May I ask you a few questions?"

Starlet appeared to consider this for a moment. "Alright. What're your questions?"

"First. Are you familiar with a 'cutie mark' at all?" The Professor asked.

Starlet appeared confused. "Cutie...what?"

"I'm not sure myself. I read about it, being...something people had in a distant land, and was just curious." The Professor shrugged, smiling. "Never know what fun trivia some...p-pony knows, until you ask, right?"

"That's fair. I do like trivia games. They can be a lot of fun." Starlet smiled warmly. "I've memorized all the answers to the ones here though."

"Marvelous...would you mind if I showed you something neat I...made in my travels?" The Professor asked.

"Huh, what?" Starlet inquired, as The Professor took out her sonic. "A...strange pen?"

"Ah, actually-" The Professor tapped it. "it's a gizmo I made to entertain her." She gestured. "It's a night light, or was, originally."

She turned it on, prompting the little whir to became audible. Starlet jumping some, before the momentary surprise was replaced by curiosity, hesitantly tapping the top of it, covering the glowing red light when she did so.

"Wow. That's amazing." Starlet noted. "What's the sound?"

"A result of the alternating helix structure of the sonic frequencies. I'm afraid I've never figured out how to make it stop doing that." The Professor said, stopping it, before stowing it in her back pocket. "Perhaps one day."

"Well, it's incredible." Starlet told her. "I have no idea how you'd even manage that."

"The power of bored people with a little free time, is not to be underestimated." The Professor then said. "Last question...do you know Applebloom?" Her smile fading, as Starlet looked concerned. "You were surprised to see me. But you didn't seem surprised to see her, when you were talking to her. Why?"

"I don't...know." Starlet replied. "I mean...I didn't notice her...and, well, you just sort of snuck up on me." She laughed nervously. "I'm sorry, I'm not...I didn't mean to seem too familiar to your ward, or anything. I promise."

The Professor stared intensely for a moment, before smiling. "That's alright. Forgive my tone. She's my ward. I...well, tend to be a bit overprotective in my old age. Consequence of those old paternal instincts, I'd presume." She laughed nervously, while offering a hoof. "I'm very sorry for being so rude."

"You definitely don't look that old." Starlet managed a smile again. "And it's alright. I...one day I think...it'd be nice to have a foal of my own." She glanced to the side. "I hope... I'm half as protective as you are."

"I'm sure you'll do fine. Admittedly, they're a hassle. And-" The Professor then registered something. "Oh...tsk. Speaking of. Sorry, I have to go make sure she hasn't wandered off."

"Oh shoot. That's my mistake. I went and rambled." Starlet apologized. "Thank you again."

"Farewell Starlet." The Professor gave a little wave, while jogging off.

The Professor was ever so slightly annoyed with herself for having lost track of time, and the filly. Even if she did manage to continue the secondary objective. She briefly stumbled some, as she started around.

A series of noises, and sensations flooding back to her. Prompting a cough or two, leading to golden sand slipping from her lips. A sensation, a desire to collapse into rest rose, her tired eyes getting very blurry.

However, she spotted Applebloom, briefly finding her perception split. A compulsion to remain alert, and awake driving her further. Watching as the girl was talking to someone, before starting to head off further into town.

"Well. I suppose I'll catch up." The Professor spoke, her cadence altering, noticing nobody was around. "Hopefully, they won't mind a bit of perusal."

She began over towards a nearby table, covered with sweets and delicacies. Several drinks placed along the side of it. She observed these things, bearing a soft smile, taking a moment to sit and pour a tiny amount of the drink onto a hoof. Licking the liquid, considering its composition.

"Fascinating. Truly Fascinating." She set the mostly filled drink back, and picked up and individual candy. "My goodness, I'll have to conduct studies on the capabilities of these extraordinary material grasping hooves of mine." She then licked the end of the candy, eyes gleaming with fascination. "How interesting. This is most interesting."

Taking a moment she pulled out her sonic, and gave a quick little scan of the table and its contents. Confirming some of her thoughts and suspicions. Stowing the sonic, she gave a glance around, and proceeded along.

Her posture being a little bit different, her steps marked with a chipper sway to them. Taking the seconds needed to drink in the area, the town, the people within it. All seemed to bear such an air of positivity.

"I bet the girls would love this place." She considered. "I'll have to consult with Ba-"

Her attention then fell on a presence before her. Watching as Applebloom was speaking with someone, The Professor ending her thoughts while trotting over. Feeling delighted at the prospect that 'trotting over' was surprisingly accurate in two fashions now.

As she went however, she heard a sharply drawn breath. Prompting a pause in her prancing, her focus swiveled to the side. There was another mare there, staring, observing her.

Shis stranger had a similar appearance to Starlet, save for a slightly greyer coat, with a deeper crimson mane and tail. Further, unlike the formerly met entity, this one looked quite exhausted and miserable. A dire contrast to all the smiling faces around town.

"You...you're-" The strange mare shook her head. "No it's...different. Who are you?"

"Pardon?" The Professor asked. "Are you quite alright my dear, you look absolutely exhausted." She pat her pockets. "I believe I have a sleep aid, should that be what's troubling you. I use it on myself sometimes you know, when the nightmares are too many."

"What...no I-I don't need...thank you, but no. You don't belong here." She said, adding. "You should leave."

"That's quite a suggestion. Would you grace me with an answer to my pondering of...why?" The Professor asked her.

"You just have to...have to...I hope you enjoy the party." The stranger said, sounding nervous.

Following the darting eyes of this unpleasantly plighted woman wasn't altogether difficult. The Professor not bothering to look directly, however. Instead, she glanced through the nearby glass of a building, to observe what was being observed.

The source of distress appeared to Greyhoof. The stallion was just now coming around the corner, prompting The Professors newest acquaintance to start walking away. Working to lower herself, as to avoid his attention, or detection. The celebration planner far too observed in his duties to care seemingly.

"A moment, my dear...you know what's going on, don't you?" The Professor whispered, not looking at her. "I have...sworn not to intervene anymore...however, I will try and assist you, just this once, if you can tell me what it is."

"The store house." The strange mare whispered back, traversing away.

"Until nexttime." The Professor nodded, turning her focus to Applebloom, who was heading towards her. "Enjoying your little adventure?"

Applebloom seemed to jump some. "O-oh... Professor. Hey, look what I found." She held up a large red gem. "I think it's what Roneo was lookin fer."

"My goodness, is that right?" The Professor inquired, in a kindly tone. "And here I was sadly unaware he was seeking something. You've gone and done the investigation on your own."

Applebloom seemed to smile at this. "I did didn't I?" She half-asked. "Well, ya see, he lost the gift he wanted ta give to Starlet." she explained, starting to walk back, with the Professor following along. "I went and was talkin to people, when I noticed somethin shiny. It was sittin in the dirt, near a garden."

"Good find Miss Bloom." The Professor replied, as they passed Greyhoof. "I'm proud of your efforts. Making such remarkable progress while I dawdle along."

"Well, I thought you were right beside me." Applebloom told her, before she asked. "Did'ja fall behind?"

"Only for a moment, I assure you. I had a lovely chat with Starlet." The Professor replied, her head starting to ache. "I...hmm regeneration is quite an unpleasantry these days. Tell you what, why don't you go and speak to the young man, and see if that's what he's looking for?"

This response gave the filly a bit of enthusiasm. She hurried over to go talk to Roneo. The Professor hanging back for a moment, coughing into her sleeve, a bit more of the golden sand escaping her.

Briefly finding her perception split, as she slowly staggered along. Her steps a bit heavier, eyes seeming dull compared to what they had been. Shaking herself out some, trying to refocus herself.

The Professor watched as Applebloom reached Roneo, heart full of excitement. Brimming to her eyes. Encouraged, and hopefilled. And then she watched as the luster faded, eyes growing dull, the filly simply standing, saying nothing until being noticed by him.

Roneo gasped. "You found it!"

Applebloom tilted her head. "Huh, the gem?" She glanced it over. "Sure you can have it I guess."

The stallion was giddy. "Thank you! Thank you so much!"

In his excitement he moved forward, out of the way of the door that the mysterious made had slipped into a short while ago. His movement propmting him to push past Applebloom with enough force to make her stumble, and nearly fall. Being caught by The Professor, who helped put her back on her feet.

The Professor spitting on the ground. "What a tosser."

Her eyes a bit more irritated, watched the following moments play out. The groom hurrying to his bride, exchanging the gift. The two letting out mutually excited sounds as they embraced.

But the more interesting sight, was out the corner of her yes. Head turning to focus on Applebloom. The filly simply stood there, absolutely silent, watching them. Seeming not to register their display, nor seeming to be upset about being knocked aside.

And when the little exchange ended, she turned. Starting into the building. No comment, or acknowledgement of what had transpired.

The Professor sighed. "That's what I thought." She produced a flask from her pocket. "Okay...one more time."

Her expression having turned dour, as she took a swig, before following inside.


The building was definitely a storehouse, and was also a deceptively large building. Though, one could hardly tell with the clutter. Crates, boxes of various sizes, old furniture, various tools, all of it simply laying around haphazardly.

The windows permitting in only a dull yellow color, rather than clear lighting.

"I'd have gotten fired, leaving the store looking this rubbish." The Professor muttered disapprovingly.

She took note that Applebloom was progressing along, moving with some unknownable intent to her actions. Seemingly progressing with foreknowledge of what to push and where, wearing the same empty expression. Heading along some grand winding path towards...something.

The Professor took note of a face in the opposite corner to the entrance, once peering over the boxes at her. It had a familiar set of gloomy eyes. The blue mare taking that as her invitation to step over, and pull herself up on top of the boxes.

"Suction cup hooves. Such a peculiar physiology. Next thing you know, It'll turn out I have pockets, or something." The Professor muttered, while starting to walk across them.

There were little divides in the path, that she had to hop across. Rather ineloquently, despite her attempts. Huffing some, she dusted off her jacket after the first.

"You know, I've been wondering." The Professor began, hopping over a gap. "Why is it, in any universe, location, or time period, that the people with knowledge never just come out and say it?" She complained, drawing nearer. "It's always gotta be 'meet me under the tower at midnight' or 'I have a confession, but not here' or 'The Time Lords want to speak to you.' Or, my personal favorite. 'I have to tell you something important, but not here.' Why's that hmm?"

She stopped near the end of the boxes, finding the more depressed looking mare, staring up at her. The blue one leaning, giving her a scan for a moment. Briefly checking the progress of Applebloom, which was to say, not a lot just yet.

"It doesn't take someone like me to observe the many things that are very clearly wrong here." She stepped onto a smaller box, and came near the end. "But ya know what, before all of that. Before the cryptics, that only vaguely scratch the surface of what I need to know. I've only got one thing to say." She hopped down beside the mare. "Hello mate. It's nice to meet you person who seems uniquely aware. I'm the Professor. Why couldn't we talk out there?"

The grey mare, with crimson hair sighed tiredly. "Hello, Professor...I'm Mitta." She then added. "Because he could hear us. I don't want him...becoming aware yet. And...because I had to come in here."

"Vaguely cryptic. How charming." The Professor paced a bit. "So, Mitta, I need something more that, you know? Perhaps something useful. Here, I'll demonstrate with a question. Narrow some things down." She stopped in front of the mare. "Are you the only one who's noticed?"

"Yes. It's...my eternal punishment." Mitta laughed nervously.

"Why...what did you do wrong?" The Professor asked squinting.

"I didn't...do anything." Her eyes were full of regret. "That's exactly...what I did wrong." A whirring sound caught her attention. "What is that?"

"Sonic screwdriver." The Professor replied, scanning Mitta with it. "I'm performing a scan. Spotting the, eh, doesn't matter. You wouldn't get it anyways." She glanced to the side, finding Applebloom had arrived, and was simply staring at Mitta, silent as a statue. "Applebloom-" the filly didn't respond. "second useful question. She's not originally apart of this, is she?"

Mitta shook her head. "No." She seemed to shiver some. "I...I'm meant to...say something." She tried not to look. "It...it's hard. I...it feels like choking."

The Professors posture changed. "Quick questions then. This is a temporal prison. Isn't it?"

"I-I don't-" Mitta began.

"A time loop. Time repeating, correct?" The Profession said, in clearer terms.

"Yes. Y-yes..." Mitta started to turn her head, finding it grasped and focused. "sorry."

The Professor stared. "How does it end, this loop?"

"T-they...start remembering, sort of...and she races into the forest." Mitta replied. "I...they chase her. Pass by me. And then-"

"Have you tried to free her from the loop?" The Professor asked.

Mitta replied. "It...I can't. It's impossible." The Professor frowned. "I couldn't...it wouldn't matter. It just repeats."

The Professor said. "Every choice we make matters. Even if it's it's impossible to win." She added. "Especially when it's impossible to win."

Mitta began to shake. "Professor..I-I...I have to-"

"Oh no you don't. Not yet." The Professor quickly asked. "Just hang on. One more question-" Mitta gave a pained nod, tears welling in her eyes. "have you ever seen me before?"

"No...no you're...new-" Mitta seemed to crumble. "I'm sorry...I can't...fight t-this...part."

"Mitta, no, just-" The Professor watched as her eyes seemed to dull over.

"It's not right. This is not right!" Mittas expression was agony. "The same thing... again and again and again!"

The sobbing was intense, The Professor releasing Mittas face. The mare seeming to collapse fully to the ground. The sight of her like that, appeared to disturb Applebloom, who stepped back. Bumping into The Professor, prompting her to look up. Eyes seeming to flicker out of the haze. Her expression full of worry.

Applebloom spoke. "Pr-professor...is...is she okay?"

The Professor let out a tired breath. "She's having a rough day, kid."

"Why...does it... feel like-" The filly began, seeming to shake. "Like I've.."

The Professor felt a tug on her mind, on the parts of it. Coughing a couple times, losing more of the golden sand. Her head feeling slightly clearer, if nothing else.

"Don't panic, Miss Bloom. It'll be alright." The Professor began, the girl looked up at her. "I am going to find you a way out of this."

"Out of...this?" The filly asked, adding. "Oh the building...that's okay already... I already did." She scanned the Professors eyes, and added. "I...why do I...keep forgettin yer here?"

The words were spoken with a genuine dread. An awareness, however thin. The Professor taking a moment to kneel down to her level.

"You're just...lost in the adventure. But that's alright, it is, alright?" The Professor gained a nervous nod. "Don't be afraid. I will get you out of this." She watched as the light began to fade. "I promise you."

Applebloom glanced at Mitta. "Should...should we...ask somepony to check on her?"

"I don't think that's wise. For a variety of reasons." The Professor produced the sonic, and scanned them both. "I'll be coming with you this time. No lagging behind. Not for a moment. So, where too next?"

"I...how would I know?" Applebloom asked, before commenting. "Mah...head hurts."

"That's because...you've the potential to be brilliant." The Professor said, sounding somber. "You're becoming aware of it, this cycle, or you're trying to. You're able to scratch at it, pierce the veil for thin moments, but you're not quite able to break through." She said. "It's...marvelous you can even try."

"I don't...understand." Applebloom admitted. "Have I..." Her posture slightly changing. "I just...what were we... doin?"

The Professor put on a fake smile. "Right. Well, let's hurry along shall we. Get to solving the mystery, while finding the girl you saw, shall we?" The filly smiled. "Lead the way?"

"Well okay." Applebloom replied, turning and starting out. "I'm real good at that. Hey...do'ya think...I'll get-"

Her words simply trailed off, no longer able acting as a buffer to the only other sound in this place.

The sound of crying, and little hoof-steps, as the filly started to wander away. Wordlessly falling back into the pattern of motions. The Professor making a point to keep up this time, not deviating in the slightest. The sounds echoing as they went, being Mitta, who couldn't seem to stop crying. Whimpering out a few final words.

"Ruby...I'm sorry. I'm so sorry." Mittas words fading back into sobbing, eyes as dull as the rest.


The formerly pleasant town was quite a bit different in feeling, in the present atmosphere.

Applebloom no longer tried to talk to others. Moving past the celebrating citizens, still chatting and joking with one another. Barely registering her presence, or The Professors, unless they drew near enough.

Even then, it was just momentary glances. Their eyes dull, returning to their pre-determined 'scenes' one the intrusion was absent the immediate area. A hellish replaying of scripts, without ending.

Forward and through, they went, until she came near the edge of town. A section of fencing open, revealing a forest path to something just beyond it. Past the balloons, and decorations, laid out for a wedding that would never come.

Once she had gone forward a little bit more, Applebloom noticed the grey girl staring at her from straight ahead. A sight observed by The Professor, who took stock that this being, unlike the others, also looked at her. Aware of her presence, before running off further away. Giving view to the second difference, a 'cutie mark.'

Applebloom let out an anxious breath, and hurried after the strange filly. Heading up and around, she came to witness a little shack, a building, alone and removed from the town. In a place where the birds weren't chirping, and all was terribly quiet. Her focus falling on a well beside it, that seemed to be missing a crank.

The unnerving nature of the place didn't deter movement, the filly heading, not to the house, but towards the well. The Professor looking around, scanning with her sonic. Turning back at a sound, like something clicking. Noticing that Applebloom had slotted a crank into the side. Uncertain of its origins.

The crank was pulled, and pushed. The sound of sloshing water, echoing along the interior of the well coming to attention. Rising, until the bucket finally reached the top. A glistening glint of metal visible within it. Illuminating despite the direct sunlight. The smaller pony reached in, and fished it out.

It was a key. Old, yet pristine. The filly heading to the door, slotting it in. The handle turned, it began to creak open. And for the first time, independent of intervention, she hesitated.

"Professor?" She asked. "Are...are you there?"

"I'm right here." The Professor replied, stepping to her side.

"I...don't...want to go inside." Applebloom admitted.

"Do you know what's in there?" The Professor asked, finding her shaking.

"N-no...I just...I feel...afraid." Applebloom said, asking. "It's...it'll be okay...right?" The Professor didn't answer. "Professor?"

The blue mare remained silent, observing. Mittas note about 'eventual awareness' seemed to be coming to pass. Something that no doubt...boded poorly.

The filly hesitantly stepping into the dark building. There were no notably light sources, save from what slipped through the doorway, and the light of a fireplace ahead. She noticed the windows were covered completely.

There was a table off to the left, the only other thing aside from the fireplace. A thing which seemed to have mere embers within. Left perpetually lit, bearing something within the remnant flame. The girl tilting her head as she approached.

"Where did she go?" Applebloom asked, stopping in front of it. "There's... nothin in here. Nothin but-" There was a set of bones in the fireplace, causing her to freeze. "no...no no no!"

She screamed while stepping back. "Applebloom-" She noticed the Professor, her eyes seeming clear. "we need to go."

"It's...I've seen this...before I-" Applebloom began voice trembling. "I can't-"

"Miss Bloom." The Professor said sternly. "We need to run. Now."

The filly nodded, and the Professor hurried outside. Applebloom racing after her. Giving a single glance back, briefly seeing the strange blond filly from before, sitting in front of the fireplace.

She heard the words. "I promised I'd find you a way out."

The door closing behind them, her focus falling on the path ahead. The light once marking it gone, as they breached back into the town from the forest path. All that was left now, was darkness.

The sky was left barren of stars, barren of anything, everything. Yet, there was a faint brightness to everything, only barely present. Enough to perceive the horror. The whole place was in tatters, a mix of wreck and ruin.

The buildings once happy, and quaint looking, were withered. The tables of food, left rotten. The drinks pungent. Now no more than thick, slimy substances, like liquid left alone for years. Molded over. All of this leaving the air reeking, stinking like a bog, nearly making the filly wretch.

Applebloom asked, as they went. "W-what's happening?"

"This is a temporal prison." The Professor indicated. "Generated using...a strange energy, I've been trying to understand it seince we got here. It's what's been causing time to loop." She indicated, weaving past debris. "The residents were kept unaware through a powerful perception filter. Strong enough to keep them on task. Repeating moments. Tricking their minds into thinking they're experiencing it for the first time." She looked around. "But it's breaking down. All of it. This...this is what the place really looks like. A withering husk, rotting forever."

"I-I don't under-" The filly came to a grinding halt. "s-stand?"

Greyhoof was wandering nearer, coming from a point to the side. His form beginning to erode. His eyes gradually becoming red, as his skin darkened, almost seeming to slowly melt away. A mad twitch in his eyes.

"Then there's you." The Professor spoke, glaring. "It didn't take a lot to determine you're the instigator, aren't you?" She let out a hostile huff. "What did you do, Greyhoof?"

"Me...no...we saved the town." He replied. "There was no other way." His voice distorted. "She was going to spoil the party."

Applebloom asked. "S-she?"

The Professors eyes darkened. "Don't stop running." She ordered, snagging Applebloom. "Understand?"

Applebloom snapped from it. "R-right."

The two raced past, as Greyhoof watched them, slowly following along. His form breaking down further. The skin from around his face peeling back, withering. Leaving something like a smile there.

Coming around the bend, dozens of the ponies from the town were panicking. Watching as others decayed. Some seeming to turn their focus towards the two instead.

One of ponies of the town started near them. "You don't understand. The curse befell her this very night." The mare said, starting to wither as Greyhoof had done. "She had the mark!" The two passed by. "She had to go!"

Sprinting past a house, they came to a point where debris from a collapsed log blocking the way. Applebloom promptly began to push it. Trying to get it out of the way. The Professor moving to help, before hearing a pained groan. Turning to see another denizen approaching.

"Please..." He groaned, with darkening form. "stay with us."

"Stay here?" The Professor chuckled. "No thanks, the rent's murder."

"We'll keep her safe-" The pony rotting into a monster added, looking at Applebloom who seemed to have frozen in terror. "We will never let the same happen to you."

"Like you kept Ruby safe?" The Professor asked, noticing surprise in its expression.

The Professor helped push the log out of the way. Motioning, Applebloom forward. The scared filly continuing in their attempt to escape this nightmare place. As they went, something began to blur towards them, one of the denizens, fully infected drawing near. It reached out, and snatched Applebloom up.

"Don't lea-" It began.

A light greeted it. An intensely loud sound, muffled. The sonic pushed into the melting denizens skin, the device whirring louder, as it screamed in agony. Releasing Applebloom, before fading to dust. The whirring stopping, as The Professor helped her up, stowing the sonic again. Her eyes bearing a calm fury, as crimson began to roost within them.

Applebloom noticed. "P-professor, your eyes."

"Hmm?" The Professor coughed some, more golden sand. "Well...that's unpleasant. We're running out of time. Go, now."

As they came to the entrance area, they noticed two familiar faces. Albeit in the same deteriorating state. That being Starlet and Roneo. The would be groom starting to run over, before being stopped by his bride. The decaying Starlet meeting the eyes of The Professor, holding him back.

Roneo called out. "Don't leave...all we want is friendship."

As this was said, Applebloom began to stop. Before being snatched up, and dragged back into movement. Snapping her from the strange funk, as the Professor kept her moving.

Their run however, was short lived. As they came to a stop, finding Mitta standing in front of the path out. Her gloomy eyes meeting the determined ones of The Professor. Both equally crimson. Though, Mitta, unlike the rest, wasn't completely decaying. Her body left mostly in-tact, albeit a darker red than her eyes.

"Keep going Applebloom." The Professor ordered.

"B-but-" Applebloom began.

"Now." The Professor ordered in a hostile tone, staring at the filly with crimson eyes. "Before I lose my patience."

With a hesitant step, Applebloom obeyed, and ran past Mitta, who didn't bother trying to stop her. The mare who remembered just laughing, a pained laugh.

Mitta spoke, with a vocal echo. "Fools...even in death they don't understand." She added. "This is...what we deserve...right?"

"When we were leaving, you said Ruby." The Professor noted, some skin peeling back around her back leg. "You knew her. Didn't you Mitta?"

"Ruby...she was...my best friend." Mitta trailed. "They said she was cursed. I-I knew better...I should have protected her. But-" She closed her eyes. "I made my choice."

"Then choose different now." The Professor demanded, getting a faint echo to her words. "What you did...you can't ever make up for it. But you don't have to let it happen again." She added. "Not to her."

"I-" Mitta glanced past her, and stepped aside. "just run. Run for your life."

The Professor said nothing else, and continued. Finding Applebloom nearby, watching as Mitta moved to block the path once more. Even as more of the decaying citizens were approaching.

Applebloom asked. "Is...is she gonna be okay?"

"I thought I- eh...no time to stand around." The Professor replied. "And, her 'being okay' depends on the choice she makes." The mare articulated, glaring back at Mitta. "Now, Festina! Let's go!"

The forest path was a reflection of the town. The trees withering, rotting, as it possessed by the same blight. The scent filling the air similar to that of the town, intensified by the way the branches groaned, snapping from their decrepit state.

The shapes sprinting after them in the dark, withering bodies, and broken forms. Moving faster from different angles. Some were little more than skeletons, held together by the grim energies of this place.

The Tardis came into view, as they reached the final stretch towards it. A surge of something knocking into The Professor from the side, causing her to roll, and slam. She growled, as she hit the ground, something diving at her. Giving a kick of her back legs, she knocked it away. Watching the nearly skeletal being stagger back, wearing a dead mans smile.

"Y-you cursed us!" Greyhoof howled in agony. "I know it was you!"

"You cursed yourselves!" The Professor replied, finding flakes from her ears breaking apart. "The moment you killed that girl, you sealed your fate."

"She was sick! She was cursed!" The distorted voice of Greyhoof howled from the monster. "She was...going to ruin the party. My party! Don't you understand?"

Applebloom let out a cry of fear, drawing the attention of The Professor. The filly stepping back rapidly, having stopped her advance. The path to the tardis being blocked by the most skeletal of the monsters. Rising, the mare hurried over beside her.

"What I understand...is that you murdered a child...in cold blood." The Professor hissed, coughing more energy. "You burned her alive, like the wastes of flesh you are. Not because of some imagined sickness. No...because you were afraid it would hurt your vanity project."

The remains of what was once Greyhoof roared in a feral fashion. Diving out at her, before something else tackled into him. The two forms slamming to the ground, knocked aside. The other cursed seeming surprised, distracted.

"I should have stopped you." Mitta growled, at the rising skeletal pony. "Professor...I said to run for your lives, didn't I!?"

The Professor responded quietly. "That you did."

With the distraction, the Professor ran towards the one blocking the direct path to the Tardis. Taking out the sonic, she jammed it in the monsters eye-socket. Turning it on, the sound followed, causing the creature to scream in pain, before bursting to dust. As it did, she snatched Appleblooms hoof, and pulled her past them towards the red box.

Applebloom gasped. "W-what about her?" She was ignored for a moment. "W-we're helping her... right?"

The Professor glanced, some of the skin around her lips peeling, giving the illusion that half her face was smiling. Looking back at the cursed mare, and then to the filly. The girl still showing no signs of deterioration. No signs of falling apart, unlike herself.

The Professor groaned a bit at the expression of feat and concern. It definitely wasn't the time for this.

"Just go inside. I'll...sort this out." The Professor ordered.

"O-okay." Applebloom hesitantly stepped inside the strange box.

The Professor meanwhile took in the sight of the breaking bodies, many already turned towards her. Racing towards the Tardis with hostility in what remained of their eyes. Most however, had gone to target Mitta who was being quickly overpowered. Slammed down by a couple of the 'citizens.'

"I observed it earlier. Everything in this universe has a frequency. Strange, harmonic, singing awful ambient songs. Some things, however, have more unstable ones, wavering like they're falling apart. Both of which have been scanned, analyzed by me." The Professor then added, her voice echoing fully, a wild grin on what was left of face. "The former, fine. The latter just needs the right frequency to apart. And...did you know, I installed a speaker system in the Tardis after a particularly destructive party with my ex-husband in the Medusa Cascade?"

She opened the phone-box section of her Tardis. Revealing it to be a panel of some kind, with various plug ins. Slotting in the Sonic, she let out a little laugh, turning it on. The top of the Tardis began to emanate a noise. It started low, quiet, but rapidly grew louder, and sharper. The various decayed, and decaying entities beginning to scream, sprinting to get near, to stop it somehow.

The Professors expression becoming that of a morbid grin, as they began to crumble, one after another. The last being Greyhoof, screaming as he collapsed to dust.

The area free of all of them, except for Mitta. Yet, the sound didn't stop however, as she began to scream in pain, starting to shake violently. The Professor staring, watching her for a moment, before glancing at the Tardis. The sound fading out.

"Sorry about that. Had to be sure nothing else was coming." The Professor spoke. "Well...just gonna lay there, or are you wanting to escape as well?"

Mitta got up, and glanced back. "I...thank you. I didn't think-" She got near, and stopped. "P-professor?"

The Professor had stopped her movement. A feeling of grim familiarity within Mittas eyes. Hesitance, meeting a storm.

"I have to thank you...I had a question I needed answered and you did." The Professor said. "You made the right choice this time. So I'll give you another one." She glanced around. "Once the loop resets, everything in it, including them will reset back to normal. If you stay, you'll be caught in it, which is more than you deserve." Her words hostile, and sharp. "However...I think I've found it in myself...to start believing in second chances again, and you earned one."

"What will...it cost me?" Mitta asked quietly.

"Everything." The Professor replied, opening the door. "This is the only time, you're getting this offer."

The cursed mare seemed to consider this briefly, however briefly, and gave a nod. Venturing inside, as The Professor shut the doors behind them. A grey filly watching from the dark, smiling, before fading away.


The interior of the box was well above anything that Mitta had imagined. She had presumed it to be something, perhaps something mystical. Magical like the forest. And yet it was... so much more.

It was expansive, far more than its exterior would suggest. A massive room, made up of a central flat floor, spread through the circular room. It appeared to be hard wood tiles. Interwoven into one large pattern, like an hourglass. There were bookshelves and spaces dug into the sides of the walls. Filled with rows and rows of books, trinkets, and strange devices she'd never seen.

There were couches here as well. Long comfortable things, ornate and fine. Fitting the elegant aroma of the place, like a classy lounge from a detective thriller. The room possessing two other doors aside from the one she'd enter in through. She glanced up and saw what almost looked like glass on the ceiling. Save that everything was dark. She wondered if it was black wood, or something else.

"Well now, that wasn't so bad. Just your typical spooky cursed town stuck in a time loop. Nothing I haven't faced before." The Professor stepped past her. "I didn't get to say it before, but welcome to The Tardis. It's presently in the old model, which I may change." A warble sound could be heard. "It still looks good on you. But, there's nothing wrong with an outfit change. Goddess knows I need one."

"It's-" Mitta stammered out. "it's bigger-"

"No. Don't you dare. Not from you." The Professor said sternly, earning a glance, and a look of hurt from Mitta.

The raggedy mare stepped over to a large central structure. It was like some great machine, with a rounding console, filled with buttons, and levers, and cranks. The odd machine, making a steady and calming sound. Like mechanical breathing, in its own way.

Applebloom peered out from behind one of the couches. "Hey, you're better!"

"Better-" Mitta took noticed. "my...body, what-"

Mitta found she was as she once was. Her body not breaking apart. She imaged, her eyes back to normal as well. Her attention fell on The Professor, who also seemed to have recovered from the affliction.

The Professor hummed. "Well, you didn't think I was doing nothing this whole time did you?" She asked, smirking. "You remember that device, this one-" She waved her sonic a bit. "sonic screwdriver. I was analyzing everything. Finding the unique frequencies of everything. Tuning it, passing that information to the Tardis to establish a countermeasure." She explained. "When you entered, the infected parts of your body were burned away, replaced with new tissue."

"I'm...free?" Mitta asked, tearing up. "I...I'm not...thank you."

The Professor responded by asking. "When did she arrive?"

"Huh?" Applebloom asked. "Me?"

Mitta replied. "I think...maybe a week. It's hard to tell."

"Huh...to the town?" Applebloom asked. "Ah just got there today?"

Mitta frowned. "Oh...Applebloom. I'm so sorry. It-"

The Professor gave a quick wave. "Nuh-uh-uh-uh. No, stop. Doesn't matter." She began checking a variety of things, throwing some switches. "Applebloom, where do you live?"

"Sweet Apple Acres. It's nearby." Applebloom then asked. "Why?"

"Cuz I'm taking you home." The Professor said, adding. " Now, everyone please keep your hands and feet inside the Tardis at all times-"

"Everyone?" Applebloom asked, tilting her head. "You mean... everpony?"

"Everpo-" The Professor chuckled, but caught herself. "Right. Well both of you, please take a seat, and we'll be on our way shortly."

Applebloom hurried to a seat. "That's cuz it flies right?"

"Yes indeed. Time And Relative Dimension In Space." The Professor declared with friendly enthusiasm. "And we're on our way."

The box began to whir, a loud sound echoing through it. Mitta glanced around nervously, and stepped over and took a seat on the couch. No sooner had the sound begun though, before it stopped, with a loud noise after.

Mitta glanced around. "Did...something happen?"

"Certainly. We're here." The Professor stepped over to the door. "Come along Miss Bloom-" She then added. "you too Mitta."

"R-right." Mitta nodded.

The trinity stepped outside, and were greeted by an orchard of apple trees. And a fairly quaint looking farm nearby. The Professor stepping out first, taking a breath of fresh air, sighing contently.

"Sweet Apple Acres. Should be... the day you left. Give or take a day or two." She shrugged. "Time isn't an exact science."

Applebloom looked around, and noticed someone. "H-hey, that's mah sister!"

The filly ran off towards an orange pony who was walking quietly through the orchard. Wearing a rather anxious expression. Seeming unaware of their presence at this moment.

Mitta muttered. "I guess...this is Ponyville?" She hummed. "Applebloom mentioned it in one cycle."

"Pony...ville?" The Professor couldn't stifle the laugh, and did so openly. "By the stars...that's marvelous." She then added. "Oh you strange technicolor equines. Alright. Go on."

"What?" Mitta asked, glancing. "To...where?"

The Professor let out a long sigh. "I offered you a second chance. So here it is." She motioned. "Go keep her safe."

"Applebloom?" Mitta asked.

"Yes, unlike you, she could become someone utterly marvelous one day." The Professor commented. "You make sure she never, ever comes to harm." She said, while operating the sonic. "You can have a life in whatever little town this is, pretend you're a distant cousin, I don't care." Mitta noticed a cutie mark appear on her, an apple with a bite in it. "But from now, until the moment you breath your last breath, you will never...ever, let her come to harm." She added. "If you do. I'll drop you back in that prison. Understood?"

"I...I won't fail. I'll keep her safe." Mitta gave a nod, and replied. "What...what about the town?"

"Sunnytown...well that's simple. I'm going to seal the entrance." The Professor said, while opening the door to the Tardis. "Make it impossible for someone to stumble into it again."

"You're very...different than he was." Mitta commented quietly, earning a glance.

"Who?" The Professor asked.

"The Doctor." Mitta replied, before asking. "So, will...we ever see you again?"

The Professor didn't answer this, instead looking a bit confused, before heading inside, closing the door behind her. The air filled with that peculiar sound once more, as the box seemed to blink in and out of existence. Fading away, until it was gone. Mitta observing this, before hearing voices.

"Over here, see!" Applebloom called out. "Mitta, Professor!"

Mitta laughed nervously. "Okay...Mitta...you can do this."

As the ponies met, and talked. And a Lady of Time whisked away. The sun was shining bright, across the farm that day. The sky alight, with a bluish hue, and a crack that faded away.

Perhaps their paths would cross again, or this is where they'd stay.

Author's Note:

This has been Reworked