> Of Wings Imagined, A Humans Tale
>  by Bridgebrain
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> Prologue Redux
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	In the four million linear years he had lived, he had never truly gotten used to the feeling of non-existence, and it still made him shudder whenever he passed through it. He was a traveler, and his reason for his voyaging had previously been that he lacked anything better to do with his eternal life. An immortal being, with almost unlimited power and the mind of a mortal. He had spent countless millennia driven mad with power and ravaged by the concept of infinity, had come to terms with the nature of his existence, and now looked back with horror and sadness at what he had become.

He had seen his actions and thoughts creep into the minds of countless people, subtle at first, but eventually growing into a crescendo of chaos and destruction with the passing of years. He had decided that certain worlds were pointless, and in his wrath wiped them from the face of time with the utterance of a single word. He had explored various forms of self destruction, but had walked away unscathed. It was shortly ago, less than a thousand years, that he had decided to try and do something with his capabilities and longevity. He had decided to change the omniverse, composed of every potential variant of existence, and become its God. He had always believed that there was a higher power than him, and still maintained the thought, but he decided that he was tired of worlds he could not affect. His powers were limited to his knowledge, and while he was capable of understanding a universe completely, down to the very location of its atoms, it took time, and to be honest, he had become bored waiting. A bored deity is a very dangerous thing.

He had to enter a world to understand it, something that to him proved that there was something more than he in terms of omnipotence. Each world was programmed, showing vast intelligence and understanding. He had created his own worlds in his time of rationality, and even had created one he used as a home. Knowing everything about it, he had complete control, and could sit on the couch watching other worlds unfold as though watching a movie. He rarely left once it was made, the sensation of nothingness still being terrifying to him, but in order to interact with any world, he had to leave his comforts behind. His passion to create the foundations of existence from scratch did not overwhelm him, however, for he looked into his past and saw the destruction that his nature created. It was with this in mind that he began his quest, to form a group to help him reform reality not as he saw fit, but as they saw fit.

This group would consist of beings he decided to call Avatars: The champions of the universes that would be soon destroyed and remade. Each world that maintains life requires balance. To this end, an avatar is created, a being in whom the fundamentals of the universe are played out, a manifestation of their being. They live their lives blissfully unaware of their true purpose, making choices, fighting for life on both a miniscule and grand scale, and often making sacrifices. With the events of their life, balance between the rioting forces of the universes mind are maintained. The further out of harmony the universe is, the more power the avatar has. A being indued with the essence of an entire universe that lives a daily life among billions of its piers, nothing particularly special happening and leading a truly mundane life for instance, lives in a perfectly balanced world. He had decided not to consider those in such commonplace worlds, having lived in one until he had ascended to power. It had left him more bored in twenty years than four million combined. He wished for his future world to be decided by those that stretched the boundaries. Those who could understand balance, but were not ruled by it.

It is on his journey we begin this story. 
> Chapter 1: A New Existance
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	Silent lightning flashed through the clear sky that evening. A trembling energy formed on a hill a mile outside of Ponyville, shaking the very air with its presence. Just as quickly as it had entered, the unknown power dissipated, leaving behind the unconscious form of a dark brown unicorn stallion and a large impression upon the earth.

His journey had been relatively short, yet left him more drained than he had ever felt. He had used considerable amounts of his power to stay in between existence and the nothingness he had begun to call home. He did so for a few reasons, both to protect himself and the world he was about to enter. True, he could just waltz into this new world, laws be damned, but he had learned long ago the destructiveness of such a choice. 

He had encountered such worlds as this before. Worlds whose life was populated by entirely different standards. He had long had in place precautions to allow himself to be transformed to fit the new dimensional form. The problems that arose with this transformation were unique however. Upon entrance, his form was remade, but he could not use the new body as it was naturally granted. He became an Alicorn, with devastating powers that could be sensed even by the thickest of beings, regardless of their use. His cutie mark, something that beings in this world received upon discovering their greatest talents, had the entirety of reality within it. Needless to say, this made him far more conspicuous than would be prudent. Thus he held back, staying outside of existence while within the folds of reality. He worked quickly, forming a simpler unicorn type body, working in spells to keep his nature more than a secret.

The second problem he faced was more complex. In the core of this new world, a deep magic was set for travelers such as him. To enter, one must allow the harmony of the world to be untainted by their presence. The slightest concept out of place, and slowly the foundations would crumble and be corrupted. In order to maintain the pristine state, one had to give up their tainting memories and thoughts. He could not comply, there was still much to do. He found a simple solution however, that satisfied the requirements while allowing him to retain his mind. In his created form, he imposed the restrictions, and left in the knowledge of how to return to both his more powerful and unchanged bodies.

He lay there for the rest of the day, and most of the following night, recovering his strength. As the sun began to rise again, he awoke, his mind racing, his vibrant green eyes unfocussed. Where am I? What... am I? I... At this point, he attempted to remember. While many fragments of his former life glimmered in his mind, he was aware of a very large gap, a cloud of swirling debris where his memories used to lie. One thought remained absolutely clear: This was necessary. You know how to return when the time comes. He lay there still dazed, eventually deciding to get up. This posed a new problem.

Where he used to have hands, legs and an erect spine, he was in new territory. He shifted his weight, and managed to roll onto his legs. That's one small step for man he chuckled to himself. Slowly, he tested each leg, and found controlling them difficult but not impossible. His tail, on the other hand, had no point of reference, and seemed to twitch and flutter of its own accord. He paid little attention to this though.

He finally managed to stand, and to his surprise, it was simpler and more comfortable on four legs than two. He shook out his coat, spraying morning dew everywhere and stretched his body out into to its limits, feeling each new sensation. His dark brown fur coat itched slightly. The pitch black mane that drooped into his face made him feel like... something. The thought escaped into the swirling cloud of fragments in his mind, and he decided that it wasn't important enough to look into. He twitched his snout and huffed. The much more powerful lungs sent a bigger gust than he was expecting out of his nostrils. Right, bigger lungs... He flopped his ears around for his amusement. Even while human, he always had excellent control of his ear muscles, which made him a hit at parties. He focused all his attention on his tail, and over the next few minutes learned which muscles did what. 

He yawned and stretched again, and surveyed the world around him.
> Chapter 2: Two Wandering Gods
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	His chosen name was Clockwork World, seeing as it was the closest thing to his true talents that would form a good name. His cutie mark reflected this, showing a globe of Eqestria made of gears. Even he had to admit that it made him feel a little awesome, even with the rather cutesy rendering that this reality provided. He began to walk slowly, attempting and failing to not fall over many a time. Eventually, he stumbled around the hill on which he had gained existence, still new to his legs and form. Observing this universe from above had not prepared him for its absolute beauty, and as such he didn't mind the extra time it took to get used to his body. It was then that he heard a clicking sound, followed by a ding.

He turned to see a brown stallion carrying a rather disorganized pile of wires and lights in his mouth. It dinged once again, and twice more as it pointed at him. The rabid curiosity that the stallion with the hourglass flank was feeling was matched a thousandfold by Clockworks shock at what he saw before him. Seeing what he did, it also gave him a headache. In looking into the face of the stallion, he saw not one, but ten human-like beings, all existing in the same reality, in the same body. He shook his head and looked away, rubbing his temples. He knew these beings. He had followed their adventures from outside of existence, watched as they traversed their universe in a similar manner to how he traveled all universes. And now, he was being approached by them, the great inspiration for much of his behavior since obtaining his powers.

"Greetings! Are you alright there?" the confounding being yelled.

"Yes, just a bit wobbly. It'll pass I'm sure." Clockwork said, still looking away.

"I have to say, I'm a bit surprised. This device hasn't turned on since..." The ponies thought seemed to escape him completely. "... Anyway, I never expected it to go off here! I'd had it stashed away, does horrible things to chickens I'm afraid. I'm Doctor Hooves, and I'm assuming you aren't from around here."

Clockwork sniggered at the statement. "That's an understatement Doctor. My name is Clockwork World, Clock for short. I'd say I'm about as far now from my place as you are from yours, Time Lord."

The Doctor dropped his device, trembling slightly. He recovered almost immediately, but his voice had changed from curious and joyful to cautious and low. Clockwork immediately regretted revealing how much he knew so quickly, but the damage was already done.

"How do you know that name?" he asked in a deep voice, dripping with dark emotions that should have long been purged.

"I too am a traveler, one with great power and dark responsibilities." Clockwork said as gently as he could, attempting to calm the obviously flustered horse before him. He wondered deeply how much the Doctor still knew, seeing as his entrance to this world should have wiped any and all memories that would cause such a reaction.

"Are you..." the Doctor began to say, before deciding against getting his hopes up. He knew it wasn't possible that another had survived the war he had long tried to forget.

"No, I am not a fellow Lord of Time, though I do feel a kinship with you." Clockwork said honestly. He was the only being that he knew of in all of existence that contained the powers he commanded, and knew how loss, loneliness, weakness, and responsibility felt on a level only he and The Doctor were capable of feeling. Though his memories that would allow these feelings to spread were hidden, he still knew of their presence in his mind.

Doctor Whooves looked deeply into the stallions eyes. Though he could not put his hoof on it, there was something incredibly familiar, something that chilled him to the bone. The doctor was running from something, something he couldn't remember, and he didn't want to. He instinctively thought back to his entering the world, and the events surrounding it. I had received a message... something about a song ending... and with this thought, a flood of emotion ran through him. He remembered. "Have you come to take me back then? Back to... die?"

Clockwork looked into the concerned faces of the men that stood in front of him, the lifetimes that the still young stallion had lived. "No, I'm just traveling. I would like to help you if I could though. I have watched you sacrifice Doctor. I have seen your adventures as if watching a film. I have seen your hearts break, time and again. I know your pain, and I would not force you to return to it under any circumstance."

The Doctor was taken aback. How could this traveler know? How could he even begin to fathom the suffering he had endured? It was at this point that he realized something was horribly wrong. He shouldn't be able to feel like this. When he had entered this world, these thoughts were taken from him. He had felt rejuvenated, like he had regenerated without dying. He had taken a new form involuntarily, but had not used up another life to do so. Terror swept over his face now, realizing what it might mean if he truly remembered, and the danger that the world around him was now in.

"But," Clockwork continued, "you cannot stay forever. Your world needs you. I have seen its future, and I can tell you that you are integral to its survival, more than you will ever know." This was true, though how true he could have never explained to the Doctor. The universe had chosen The Doctor as its avatar, and through him maintained balance and its continued existence. Like a medical practitioner, he fixed the very existence he had known every day of his life. With each enemy felled, each relationship created and each sacrifice made, the world at every level continued to thrive. He could never place the burden of such knowledge on another, not when they had so much weighing them down without it.

The Doctor looked aghast. Had he known peace for the past year, true happiness, just to go back into that world? Why was it always his responsibility? Couldn't the humans keep themselves alive for once? He knew the answers before he asked himself the questions, but they still stung. "I know. I was warned that my song would soon end, and I did what I have always done. I ran. I somehow managed to come here. My ship was none too happy about it either..."

He chuckled a bit. The TARDIS had always been a bit temperamental, more-so in the recent past. Upon arriving, the circuit that allowed his ship to blend into the environment, something that had been broken for years, connected momentarily. His police box, something that he had grown accustomed to over the past few centuries, began to change to camouflage into the new environment. It stopped almost immediately, however, as the circuit broke once again. The outside of the TARDIS had transformed into a small bright blue barn. The words POLICE BOX still hung above the door, albeit in a more western font. 

The mind of the TARDIS, being a living being, went through the same process as the Doctor, but the telepathic link between them had prevented either of them from being wiped completely, as he now realized,   Knowing why he remembered the darkness of his past was small comfort, but it was one less thing to worry about. The travel between universes had caused much damage, but surprisingly, the TARDIS remained powerful. In previous dimensional encounters, she had lost all power when removed from her natural source, but this world was different. It brimmed and bristled with an unknown power. Even the Doctor was impressed, though mostly frustrated, at the level of unexplainable energy in this world. He never did like the unexplainable.

Clockwork looked at him sympathetically. He could see the pain his presence had caused, the memories he knew he had jogged. He made a mental note to be much more careful in the future. A few ideas clicked in his head, memories that still existed. "You don't have to go now. There is a fixed point where you must return, but nothing between the message and then. I might yet be able to help you live the life you deserve doctor."

At this, it was the Doctors turn to chuckle. "The life I deserve is short and painful." He had always been pessimistic about his past, considering himself dangerous, a menace to the universe. This may have explained why he was always so eager to get into danger, and definitely explains why he always wanted to fix things; he felt as though his presence was a sin to the world.

Clockwork could not let that slip. He knew of the Doctors past, but saw not only the good that he did within the universe, but the grand purpose that he fulfilled. He also knew of his own past, and how miniscule the damage the stallion that stood before him had accomplished in comparison. "You're better than you know, and as much as you might not like to admit it to yourself, you're brilliant." He put extra emphasis on the last word, a word that the Doctor used to describe things that fascinated him, even after all this time.

The temporal stallion looked at him, perplexed that one who seemed to know so much would think so highly of him. He decided to shake it off, but it did make him feel better about himself. He smiled genuinely. "Thank you," he said simply. "Would you like to come to dinner? Travel like that, you have to be starving. We can discuss things further after a bite to eat."

Clockwork World hadn't thought of food for a moment up until now. Realizing how long it had been since he had eaten, he went white in the face. "Absolutely." They walked together towards the town, two wandering Gods; no longer alone for the time being.
> Chapter 3: A Friendly Game of Chess
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	The two stallions were silent as they walked, each having their own concerns that they couldn't let the other know. Clockwork World had two main thoughts running through his head: How do my powers work in this world? and How much can I reveal without giving... he searched for a word and settled on one the doctor was soon to use often ... spoilers? The Doctor had much more pressing worries. How does this pony know so much about me? he asked himself. The fact that he knew his race was one thing, but he distinctly felt that his companion was holding back an absolute trove of information. Beyond this, he could sense that something wasn't right. More than one thing, come to think of it. He didn't trust this newcomer, and he couldn't fully understand why.

He had met other dimensional travelers in this land, but none with the level of power that resonated around this stranger. When he closed his eyes and looked at the universe around him, he could normally see the presence of something different, or at least an obscure sensation of life. The sensation he received when looking at this pony was, he imagined, the same that one would receive while looking into a mirror while knowing there was a vampire behind him. While he knew Clockwork was there, he could even sense his physical heat and disturbance of the wind around him, he gave off no sense of existence. This conundrum couldn't be explained by the Doctor. As was stated before, the Doctor didn't like things he could not explain.

The second thought that plagued the stallions mind surrounded the memories that he had. He knew how the universe he was in worked well enough to know that this was a problem. Though he couldn't put his hoof on it, he sensed that the information on his mind was extremely dangerous; he simply couldn't work out how. He would ask this traveler what he knew to try to figure out, he decided. This thought added something else. In this train of thought, he decided against bringing his new acquaintance to the TARDIS directly. 

They needed somewhere private where they could discuss such matters, but he realized that allowing a stranger with so much knowledge into a device capable of rewriting existence would most likely be a bad idea. He of course couldn't have known the extent of Clockworks powers, and had he seen into his mind at any point, the very thought of the TARDIS having more power than him would be laughable. He decided they would go into town, grab a few pieces of food, and picnic outside of anyone's earshot. Anypony he chuckled to himself. He had been here about a linear year, plus or minus a few temporal adventures, but still wasn't quite used to the puns the world had produced.

Clockwork was deep in thought as well. He sensed The Doctor trying to sense him, and knowing that if he was able to, it would have caused him to stop in his tracks. Seeing as they continued walking side by side, he realized that one of the limitations granted to this form must have been a severing to his natural one. As dangerous as it was to be truly away from his true nature, it made him happy to think how much the Doctor must have been puzzled. He doesn't get all that many true puzzles these days he chuckled to himself. 

The puzzling stalion stretched his mind to sense around him. A subtle sensation formed in his mind, but nothing like what he was used to. I hope this isn't another limitation he thought angrily to himself. He was used to seeing the whole of a universe at once, something that a physical mind would crack under. He usually found a way around it, but it may be different this time. He sighed, deciding that it was pointless on an empty stomach anyway.

The Doctor began walking towards Ponyville on the well traveled road to the south. From this distance, they could see the entire bustling city, the magnificent castle in the background, the peaceful brook that flowed under the bridge entrance, and the dark lush forest on one side. 

Clockworks breath was taken away. He had seen many sights, but this was among the most lovely. A perfect balance of light, darkness, color, distance. He had seen this specific site many times, before his powers manifested, in a childrens TV show. Never did he dream he would be walking into the town he knew so well in real life. 

He looked at The Doctor quizzically for a moment, knowing that the TARDIS wouldn't be hidden in such plain sight as to be in the town. Even with the perception filter, many ponies would sense something wrong with the Blue Barn, and rumors would spread. After a moment of thought, something clicked in his head. He doesn't trust me to see that much power. He had to work his hardest not to laugh as he read the Doctors train of thought. If he only knew...

Whooves decided to stop by Sugarcube Corner first, seeing as he knew nothing of this new ponies diet prior to arriving. Regardless of vegetarian, meat eater, or both, no one turned down Pinky Pie's sugary concoctions. Except vegans. I really hope he isn't a vegan he thought to himself. They never know how to eat once they find out even the plants have some level of sentience here. It was at this point he decided to ask. No harm in asking I'd imagine.

"Before we grab something to eat, do you have any preferences?" he asked gently.

Having not heard a sound from the Doctor since their earlier conversation, Clockwork jumped slightly. Some powerful being you are, getting spooked by a simple voice he grumbled to himself. "Not really. At this point, I'm an omnivore. I'll eat just about anything. Though I do prefer fruit and sweets." he mentioned. It was true, he was omnivorous. He had once lived feeding off only emotions for a month. Some things that people feel are truly repugnant he mused to himself. He then chuckled. I'm omnivorous, omnisexual, nearly omnipowerful and from the omniverse. I'm about as omni as it gets.

The Doctor looked at him quizzically, noting that at the word "omnivore" he had added a certain amount of implication. He shook it off, deciding that it was an inside joke, not a statement such as 'I eat worlds.' "Alright then, we'll begin at Sugarcube Corner. I'm thinking its such a lovely day out, it'd be a shame to talk about this business indoors." He smiled as genuinely as possible, and Clockwork put on his best poker face. 

Yeah, right. both thought at the same time. 

It was true though, the weather was absolutely perfect. It always was, even in the worst storms. A perfect storm in a perfect land they thought to themselves, following the same train of thought. If they had been speaking aloud, they would be finishing each others sentences, usually a right reserved solely to the Doctor and any other iteration of himself. 

As they entered, an old trick popped into Clockworks mind. A technique that worked without magic, that should still work within the limitations. He expanded his minds eye to a range far outside of him. In it, he tagged The Doctor, tracing his outline in his mind. As he opened his eyes in a few seconds, he smiled. The Doctor was exactly where he predicted he would be. This'll come in handy he grinned, even without magic, I can still understand people like clockwork. He held in the laugh at how well he had chosen his name.

While testing this cognitive power further, he neglected to notice the vibrant pink mare enter the room. Such a mistake would prove fatal for a lesser pony, as upon opening his eyes again, she nearly gave him a heart attack. She was three inches in front of his face, with her eyes extended right next to his. She had waited until he opened his eyes to give her standard greeting, which the Doctor was used to, and amused him to no end when it wasn't directed at him.

"HI! You must be new here! I know, because I know every pony in town, and I don't know you! Which means you're new, which means you need a party!" At this point, her eyes retracted back to their standard place, grew as wide as possible, maybe even more so, gasped loudly, and began another rapid stream of words. "Oooo a party! I love parties, I'm going to go throw you one! There'll be cake, and candy, and games, and more candy, and drinks, and hot sauce! And hot sauce candy in drinks sitting on cake! I'll see you later at the party!" With this, she dashed out the door, her cotton candy like mane catching in the door frame. She simply flipped upside down, and crawled out on her back as quickly as she had run on her feet.

Clockwork World was flabbergasted. To imagine, such a bundle of absolute energy existed outside of a super nova, or even the explosion of a beginning universe! She had surprised him, something that hadn't happened in aeons. Beyond that, she seemed to defy physics with reckless abandon. He made sure to remember to take a closer look at her when he had his powers back under his control. The Doctor reached out two hooves and helped the stunned stallion to his feet. It was at this point he was glad he had legs for such an event instead of some of the other forms he had. One was made of pure sound: no form, just sound. He had managed, but it had been much more difficult than this. He smiled to himself, thinking how long it must have taken anyone else traveling through to get used to such a change.

Once standing, he had recovered enough to speak, but his heart was still racing. "Pinkie Pie I assume?"

The Doctor began to ask how he knew her name, seeing as she had forgotten to say it , but gave up. I'll find out soon enough he thought. "Yep, that's Pinkie. And before you ask yes, she's always like that. And again before you ask, I don't know how she is that energetic either." Heh, good guess Doctor. Clockwork chuckled to himself. Seeing his expression, the Time Lord knew he had hit a point. So he's not omniscient after all he thought and smiled to himself.

"No I'm not" was the response, removing the smile from the Doctors face. Is he...

"...reading your thoughts? No, I'm just a Very good guesser." This must be how the humans feel when I show off... the Doctor blushed subtly. At this point, another pony entered from behind the counter.

"Darn that Pinkie, always disappearing in the middle of her shift. What'll you have doctor? And who may you be young man?" the blue and pink mare asked. Clockwork didn't take his eyes off of the wild swirl of pink hair that bobbed up and down on her head as he introduced himself.

"My name is Clockwork World ma'am" he said gently.

"Well welcome to town" she warmly replied. 

"I'll take a few biscuits, two cupcakes  and two apple muffins" the Doctor butted in. While he was fine with someone else getting the limelight for once (he had been a strongly receiving party since his arrival), he didn't want anyone getting to know this strange newcomer until he had had a chance to learn more about him. He didn't trust this young buck, and he felt it was his duty to protect this world he had come to love. Even with the ward in place to make one lose their tainted memories, he had managed to keep his. Why couldn't this pony have? 

Ms. Cake, her badge displaying her name proudly, recovered quickly from the interruption. "Alright then, give me one second" she said with a smile. She quickly gathered the items, and dropped a few extra cookies into the bag. This poor newcomer looks like he could use the extra sugar. It was true. Even though he was newly formed, Clockwork had taken on what the universe assumed was closest to his form. To tell the truth, he hadn't eaten in linear time in years, but in his own world he ate only when he got bored. As such, he was a bit gaunt. Not terribly so, so as to look like death on legs, but enough that his ribs were beginning to show. 

The Doctor paid for the food and thanked her. As Clockwork said goodbye, he was nudged out the door by the suspicious horse. Clockwork sighed as they cleared the door. As annoying as it is, he's right to do this. He doesn't know me, he just knows that there's something off about me. He sighed and rolled his eyes. As they walked down the street, the Doctor saw their next stop. They had begun walking side by side again. He nudged Clockwork and nodded towards the market street, and began walking towards the booths. A young orange mare (who could easily be described as a deep apricot color, but would take it as an insult if you did) was standing at her booth, and looked up happily as her male friend approached.

Since his arrival a year ago, she had grown extremely fond of the Doctor. She loved her friends dearly, but there was only so much female conversation she could take before it became monotonous. Prior to the mysterious arrival of the brown stallion, she had only Big Macintosh, her gentle giant of a brother, to talk to on that level. He was an excellent listener, and surprisingly wise, but he may as well have been born mute, what with the overwhelming silence that generally followed his half of a conversation. Sure he could talk, he just didn't most of the time. Thus, the Doctors arrival had been a great joy to her, and they had become very close. She wasn't romantically interested, and he seemed not to be with her, but there was something, something that she couldn't put her hoof on, when he looked at her. It was like a wash of hidden emotions, things that he wasn't even aware of.

As he walked closer, that same wash of emotions took hold. He always felt strange around the young mare. He felt, at best, conflicted, and could never remember why. Now, looking at her, memories that were once hidden flew through his mind, and he realized the source of so many conversations awkward moments. She reminded him of someone, and it was a beautiful but painful realization. Rose... He maintained his best poker face as he remembered the name, meanwhile feeling love and loss, fear and joy, and above all else, a deep wound that had never begun to heal. This was one of many memories that had been long locked away. The knowledge was simply too painful to exist in this world. Thinking about it now, he knew that AJ, his lovely friend with an honest heart, wasn't Rose, not in the least, but she reminded him of all of her best qualities, even down to the naturally beautiful course blond hair and outstanding accent. "Hello Applejack, business going well today?" he said in as even and friendly a tone as he could.

"Sure is Sugarcube. All I have left for the day are a few pies and sweets." At this, the Doctor frowned a bit. Applejack noticed. "What's wrong Doc?"

"Oh, nothing much really. I just picked up some sweets from Sugarcube Corner, and was actually looking for some straight apples for me and my new friend here. Clockwork, Applejack. AJ, this is Clockwork." At this, he directed Ajs attention to Clockwork, who had been quietly been observing. He could sense that there was something off in the Doctors voice, but he couldn't work out what. He also was a bit wary about meeting Applejack, knowing who she was and how important she was to this world, and being unable to explain his knowledge of either to them. The sudden shift in policy, going from isolating the newcomer to introducing him, especially assuming that the Doctor knew that he already knew her name, was shocking, and though he was a bit suspicious, he didn't let it reach his voice.

"Well howdy there Clockwork. Pleasure to meetcha." She outstretched her hooves and shook his rapidly. "A friend of the Doctor is a friend of mine. Welcome to Ponyville. Will you be stayin for a while?" She was looking into his eyes, and something bothered her as he replied, "I'm honestly not sure. Just wandering for a bit you see. Seeing the world." She could see he was telling her the truth, but her senses were also telling her that something was off. It wasn't that he wasn't telling the whole truth, but at the same time, he seemed to be holding back an entire conversation with every word. It reminded her a bit of the Doctors way of conversing, as if volumes of thoughts went unspoken with every sentence. She decided to look past it, but it still nagged at her subconscious. Very resourceful Doctor Clockwork smiled to himself. He had just realized why they had been introduced. Using the Element of Honesty to see what you can't. Shame she can't see it either. Excellent thinking though.

She decided to turn back to the Doctor, and saw a flash of the emotional waves that were lapping at his mind. She'd seen it before, but he never seemed to notice. Today was different somehow. He was actively trying to keep a straight face, something that she could see through with no difficulty. "I do have some apples left actually. Mah snack for the day. Wouldn't sell em to anyone but you Doc." She said with her genuine smile. Another twinge of pain shot through the Doctors heart, but he smiled back as genuinely as he could. She brought the bucket of apples out from behind her booth. "I'd say ten bits for these here beauties."

"Applejack, don't you go selling that far under just for me" The Doctor replied playfully. "I'll give you twenty-five, and not a bit less." Applejack sighed, rolled her eyes a bit, but nodded in agreement. 

"Deal then. Ah hate to take yer money, but thanks Sugarcube. You might be competin for most generous pony with Rarity if you keep this up." She had walked around the booth with the bucket in her mouth, and after thanking him, had pulled him into a big hug. He blushed, and seemed to go into a rather pleasant looking shock. Clockwork had to suppress a snicker at the expression on his face. "Thank you miss Applejack, we'll be sure to enjoy these tremendously." He picked the bucket up in his teeth. 

It was his turn to nudge the Doctor along now, as the stallion was still in a blissful shock. Applejack just chuckled as they left, apparently aware of the effect she had on him, even if she didn't know why. Soon the Doctor returned to his senses, joy and pain flowing through his mind as he walked. Clockwork decided to try and understand his companions confusions if for no other reason to break the awkward silence that had arisen. What's wrong Casanova? I've followed your adventures from above. I've seen your heart and mind, but I haven't seen you act that way since... Oh. He decided to hold his tongue about the subject altogether. Nothing he could say would help, and one stray word would open a world of hurt. They walked in silence until they reached the edge of town. The Doctor decided to break his own concentration, lest his thoughts consume the rest of the afternoon.

"I'm thinking we should set up lunch over there." He poked his hoof into the air, squinting and waving his leg around as if to describe an exact spot. Clockwork had no clue where exactly he meant, so he just nodded and let his companion lead. They stopped over the next hill, a short distance away amongst a beautiful field of lush green grass. The Doctor fished around in his saddlebag, reaching his head all the way inside. Clockwork realized why this bothered him quickly: The bag was smaller than his head, much-less the length of neck that was craned into the bag. The Doctor returned from the pocket with a tablecloth in his mouth. Seeing his companions shocked expression, he dropped the cloth and deadpanned "Pocket Dimension." They both looked at each other for a few seconds, faces unreadable, and burst into uncontrollable laughter at the same time. They spread the blanket, still chuckling every few seconds, and set up their food. Before they began to eat, Clockwork closed his eyes, and began to silently speak. The Doctor watched in fascination, and when Clockwork was done, asked if he was doing what he thought he was.

"Yes, I took up praying whenever I had a break a long time ago. I have... an interesting relationship with the universe, one that defies religion and most of its understandings. That said, I've never believed I was the top of the ladder. I even..." his expression went dark for a moment, grasping at thoughts and memories that eluded him. He knew he had done something, something terrible, uncomprehendingly destructive, involving his relationship with higher powers. He couldn't remember what, but he was a bit glad that he couldn't. "...Never mind. Regardless, I like to say thanks once in a while, just in case there's something out there listening."

The Doctor looked quizzically at his lunch partner. Religion had always bothered him, having watched many of the events that inspired Creation Stories personally. He had even launched what very well may have been Satan himself into a black hole once. For someone who seemed to know as much as he did to still believe in higher powers enough to actually do something, even something tiny, for them was... unique. He relished the possibility of learning this newcomers perspective now, as well as satiating his need for understanding how he knew as much as he did. 

A slight worry crossed the mind of Clockwork. He knew the Doctors history with religion, especially one memory that stuck out: a single religious zealot with a gun killing his clone/daughter in front of him... it made sense in context. He knew that if there was one thing the Doctor would never do, it would be to underestimate him due to his beliefs. Regardless, he felt he should make up any lost ground in terms of respect that may have been involved with that statement. An idea popped into his head, and he broke the minute long silence that had settled.

"Before we begin with this..." his mouth started watering as he looked at the food, "... feast..." He shook the hunger from his mind, "I wonder if you have a chess set in that bag of yours." Before he had gained his powers, he had been quite terrible at chess. After a million years, he had decided to improve himself a bit, and spent over a century playing against himself out of sheer boredom. The game of intellect, with nearly infinite possibility, had managed to amuse him for the course of the hundred years, but he hadn't since found anyone capable of playing against him. The Doctor smiled, he felt the same way. He reached through his sack, and after a few minutes of searching, pulled out the board. It was a beautiful piece, something that he had picked up in his travels, and carried with him always.

It was constructed of three materials. The black squares of the board consisted of a beautiful black stone, something Clockwork had only ever seen once. In the world he had been to, the stone was called obsidian, but it was unlike the lightly translucent black rock of his home. It could be best described as looking... insidious. It was a pure black, so dark that it seemed to consume the light around it. It radiated a gently purple hue whenever it had the right arrangement, and was used in its original world to create a purple portal to hell and back. This rock lacked the hellish sensation, the dripping noises and screaming sounds that emanated from his previous encounter with the material, but it retained the purple glow that gave no light. 

The white squares were clear as diamond, and glowed warmly and gently like stars on a quiet summer night. Finally, the border of the board, as well as the ever so thin connections between the squares, was a material of a shadowy black, much like the true obsidian of other worlds, but with traces of gray and silver faded in in designs so intricate and random that only nature could create them. Easily the simplest of the three materials, but the most necessary as well. It blended the light and the dark, the purple and the glowing pale yellow, the very essences of the other two, seamlessly. It was a masterpiece of art, and Clockwork couldn't stop staring into it deeply. 

The Doctor watched with an amused expression as his challenger took in the board, and had to force himself from staring into it as well in order to retrieve the pieces. He had taken great lengths to customize the set, adding even more beauty to the final composition. Originally, the two sets consisted simply of the materials that made up the board. The white set seemed to be shimmering crystal, glowing with that same gentle light. The black set was stunning, and honestly gave its user a bit of psychological edge on their opponent. Both sets had the gentle black stone as the base, and it swirled up into the piece like vines. It was a gentle beauty, subtle yet powerful and nearly perfect. 

The neigh immortal had decided to try and top it though. After his first regeneration with the board in his possession, he had the presence of mind to breath the slightest touch of the flowing temporal energy into the white set, giving its natural glow the powerful shimmer of time each moment that it sparkled. For the dark set, he collected some of the vashta nerada, the living shadows, during his trip to the silent library upon his now yearly memorial visit to River Song. He convinced the collective to spare some of their own for the arts, and assured them that they'd be well fed. Whoever played using them received a miniscule manicure out of it, as there weren't enough to pose any kind of threat beyond the topmost layer of dead skin. He tweaked their biology slightly, with their permission, to allow them to exist in the light, and tie them to the pieces. Thus, his pieces positively pulsated with their elements, and no one who had ever seen them could say which was more beautiful. Not that he'd pulled them out for just anyone. 

No one seemed to play chess anymore it seemed, though Kasparov and Karpov had both absolutely marveled at it, and given the lord of time a fair challenge. He'd won of course, having a few hundred years on them, but they both took the loss gracefully, and had been inspired to become even better because of it and because of the beauty and art of his set to some degree. 

He brought them out and set them gently on the board with his hooves, a simpler task than one might think, but difficult nevertheless. There was some sort of magic on hooves here, that allowed objects to stick to them at will. It was yet another thing that tickled the back of his mind annoyingly. He couldn't figure it out. It drove him slightly mad, but wonderfully so. This world was full of such possibilities, such absolutely different things, he was no longer bored here. He had been lost in thought setting the black king into place, and hadn't even started the white set. 

Noticing the lack of progress after a few minutes, Clockwork snapped himself out of his awe at the board and pieces, and finished the setup, still getting stuck every few pawns staring at its beauty. I wonder if he's shown these to the princesses. I'd be willing to bet that they would never stop bothering him to come visit and play chess if he did... He turned the board around, having a hard time choosing between the darkness of night and the shine of day. He settled on the perfect black, reasoning that he was always more of a night person. 

Snapping the Doctor back to the present, he clicked his pawns in front of his MIA opponent. "Earth to Doctor, Earth to Doctor, come in Doctor." The Doctor chuckled, but went dark for a moment. He knows about earth? He shook it off immediately. He seems to know about everything, why is that surprising? 

The Doctor looked down at the board, then up at his opponent. "White then?" Clockwork nodded and returned his pawns to their places. His mind was sharp, and he was genuinely excited about getting to play the game against an honest contender. Let the battle of wits begin... The Doctor moved forward the king's pawn by a single square. Might as well see what I'm up against. Clockwork didn't look into the board after the move, but looked instead into the Doctors face. This is where the real game is played he mused. Seconds passed. Then minutes.

Twenty minutes went by, both stallions staring intently into the eyes of the other, playing the scenarios seamlessly though their gaze. Neither blinked, nor moved in the slightest. Clockwork broke the silence at twenty five minutes.

"Stalemate, 5948 moves, not counting duplicates."

They both looked down at the board. Not a single piece had been touched other than the pawn, but they both saw every move the other would make. It resulted with two kings, naught else.

"Maybe chess was the wrong choice..." Clockwork trailed off.

"Just a bit, yeah." The Doctor agreed, trailing off in the same way.

"Excellent game though, thank you. Haven't had that much of a mental workout in eons. And your board... indescribable." He stared intently at the board again, and played with the black pieces that pulsated specks of black. "I mean, using huon particles was brilliant, but giving the darkness the life of the vashta nerada? Genius."

The Doctor simply looked at him, impressed, curious, and horrified. Many things this new interloper seemed to know, but those two in particular terrified him. The Time Lords were once famous, the Doctor doubly so. The ponies he met and seemed to know here were The Elements of Harmony, famous across the land. Huon particles, however, were ancient and obscure. No one except the higher races should know about them. As to the Vashta, no one should have been able to deduce what they were, with the changes he had put them through. Knowing the nerada that well was rarely a good sign. They could be turned into the deadliest of weapons, and sometimes had been in the past.

"All in good time, Doctor. I will tell you how I know what I know in good time. To allay at least one of your fears at the moment though, the Vashta was simply a guess, confirmed since I can feel them eating the outer layer of my hoof. Tickles a bit actually. You'd think these things would be less sensitive..." He put down the pieces he had been playing with, deciding that they'd snacked sufficiently. 

"Now then, shall we eat?" he smiled.


{{Authors Note: Sorry for all the delays, but I think I've finally bludgeoned my writers block into submission. Thanks to many of the fics I've read in the meantime, I finally found the components I was looking for to get from where I was to where I wanted to be. Sorry if this is a bit long winded, but I decided that you all needed an extra long chapter for your patience. I also have half the next one written. I'll be releasing it sometime in the next few days. Enjoy!}} 
{{Authors Note Again: A special thanks to Kiroberos for saving you all from the wrath of a potential Gary Stu, and Techogre for saving you all from the dreaded wall of text. I don't have editors, so if anyone sees anything troublesome, please either comment or shoot me a pm. I really do appreciate it :D}}