Cranks and Bubbles

by guppygirl

First published 17th of June, 2015

A collection of misadventures through time and space, over which two ponies find themselves unexpectedly falling for one another. A Doctor Whooves and Assistant fanfiction. DerpyxTick Tock.

They were alone. Outcasts. They never thought anypony would understand. And then, they met each other, and a time-traveling alien with the stars in his eyes and a darkness in his soul. A Doctor Whooves and Assistant fanfic. DerpyxTick Tock.

Chapter One: The Best Night Ever

Author's Notes:

All right, so first off, disclaimers.
I do not own:
Doctor Who. Rights go to BBC.
My Little Pony: Friendship is Magic. Rights go to Hasbro.
Doctor Whooves and Assistant. Rights go to Ponies with Pockets Productions.
The title. It's a shoutout to Pennoink, one of PwPP's musicians, and the song can be found here.

One final note - yes, I know the art is subpar. This is my first experience with digital art, so I'm still trying to figure out how to use the program. Any tips would be appreciated. Hope you enjoy!

The TARDIS whirred quietly, a gentle hum filling the air. The time-traveling trio had gone out on another adventure. While these “adventures” (or misadventures, as she liked to think) were fairly frequent, there was often a lot of down time between, so that the companions could rest and the Doctor could get his mind together after whatever carnage had occurred that time. Thus, the TARDIS did not always have much time to herself. She loved her silly little thief, and she was okay with the other two, as well, but she needed her private time as much as the next sentient being. With those three out and about, she was gladly taking the time to relax.
This serenity was shattered mere seconds later, when the doors banged open, and three panting, out-of-breath ponies burst through. Angry shouts filled the air behind them, indicating that, during their excursion, they’d run afoul of the wrong ponies. Again.

Derpy screamed as she caught sight of a barrage of encroaching arrows following them through the door. Catching sight of where she was looking, Tick Tock whirled, shouting, “Incoming!” His horn lit up with a green glow, and suddenly every arrow in the TARDIS froze in midair. Then, with a burst of light, they were turned around and flung right back at their assailants. The last arrow shot through the door just before the Doctor slammed it shut.
“Right then!” He gave the other two ponies aboard his ship a somewhat manic grin, an unholy glee lighting his eyes. “That was fun, wasn’t it?”
Tick Tock, out of breath, only glared at the Doctor as he sank to a sitting position on the floor, clearly thoroughly exhausted.
“Are you okay, Tick Tock?” Derpy asked, resting a gray hoof on the unicorn’s shoulder. Her warm golden eyes were lit with concern, once again reinforcing the Doctor’s view of the mare as the team mom.
Tick Tock nodded, breath finally beginning to even out as he explained, “I’m fine. Just a bit of a tiring spell.”
“Here.” Derpy offered a hoof to the seated pony, helping him to his hooves and over to padded chair of the console room.
Suddenly, a thudding noise of wood on wood echoed from the doors of the TARDIS, and the Doctor muttered something along the lines of “A battering ram, really?” Turning to his assistants once more, he said, “What do you say we get out of here, yeah?”
“Yes, please,” Derpy answered tensely. “How did we even get here, again? I still don’t understand what Saddle Arabia has to do with Genghis Cannon.”
The Doctor, as usual, snickered at the name as though he knew some joke the other two didn’t. Then. resting his hoof on a lever, he shot the other two ponies a warning glance. Immediately, they grabbed ahold of the nearest object they were certain would not move. The Doctor gave another almost-crazed grin. “Avante.”
He threw the lever just as the battering ram crashed into the ship’s doors once more, tipping the ship dangerously to the side. The Doctor’s grip on the console slipped, and with a shout, he fell towards the back rooms of the TARDIS, saved only by Derpy’s quick thinking as she let go of the console herself and swooped down to catch him. The two returned to the floor as the ship straightened up, now floating stably through the time vortex.
“All righty, then,” the Doctor declared, trotting over to the monitor on the console as though absolutely nothing out of the ordinary had happened with their entry. “I’d like to make sure that those warrior buffoons didn’t do any damage to the TARDIS’ woodworking, so how about we take a break from the adventures and land somewhere a bit more peaceful for a minute or two?”
“Fine by me,” Tick Tock answered through gritted teeth, stomach still doing flips from the bumpy ride. Though Derpy didn’t speak, her firm nod made it clear where she stood on the issue, as well.
“Then everypony hold on,” the Doctor declared, adjusting a few levers. “Canterlot, here we come!” He slammed a hoof down on a button just in time for everypony to grab a hold of something and brace themselves for another landing.

*o*o*o*o*

Canterlot. The thirtieth of the Strawberry Moon month, in the year 997 of Celestia’s reign. The Doctor was examining the blue doors of the TARDIS, which had withstood the battering it had taken, but had cracked in a few places as a result. Meanwhile, Derpy and Tick Tock had gone to a nearby café for lunch.
“Well, this is certainly a welcome change in pace,” Tick Tock commented as they looked over their menus.
Derpy raised an eyebrow at him. “Don’t like the adventures?”
Tick Tock blinked, startled. “Um, th-that’s not what I-”
Derpy giggled at his stammered, rushed attempts to take back what he’d said. “I understand,” she told him with a big grin. “After such a crazy outing as the last one, it’s nice to just relax for a while.”
Suddenly, a voice called out to the two. “Miss Ditzy Doo! Mister Tick Tock!”
Both ponies looked up to see a pink unicorn with a blue mane waving at them. Her violet eyes were filled with happy surprise and recognition, and she wore a black choker necklace with a frilly purple saddle that hid her cutie mark.
Tick Tock leaned just slightly toward Derpy, whispering from the side of his mouth, “Um, do you know this pony?”
“Not really,” Derpy whispered back. “Maybe we met out of order?”
The unicorn, meanwhile, was trotting towards their table. “My, how long has it been?” she asked with a big grin that didn’t quite seem real.
Tick Tock smoothly took over. “Much too long, good lady. It is a pleasure to see you again.”
The unicorn mare blushed, giggling. “Such formality, as always! You flatter me.” Straightening up, she asked, “So what brings you two to Canterlot this time? And where’s your friend?”
Tick Tock blinked, searching for a reasonable lie. “Erm…”
“The Gala!” Derpy suddenly exclaimed, remembering the date. At this point in the year, the hope of buying tickets to attend the Gala was not an unreasonable excuse to be in Canterlot. “We were hoping to purchase tickets to the Gala. The Doctor couldn’t come because he’s, um… under the weather, but we wanted to try to get the three of us tickets.”
Tick Tock shot the mare a subtle look of gratitude for her quick thinking as the pink unicorn nodded, understanding lighting her face. However, it seemed to be tinged with sadness, and it was soon clear why. “Oh, I’m sorry, dear, but I believe the Gala is all sold out of tickets.”
“Oh.” Derpy tried her best to act deflated, as though she really were disappointed.
Suddenly, the look of sadness on the mare’s face melted into one of merry mischief. “Good thing I always snag a few extras, just in case a friend from out-of-town arrives a little too late.” Reaching into her pocket, she produced three shimmering golden tickets.
Derpy’s jaw dropped at the sight, causing the pink mare to chuckle. “Here you go, then,” she said, holding the three tickets out to her.
Derpy flushed, waving a hoof. “Oh, no, I- I couldn’t possibly -”
“Please,” scoffed the unicorn. “This event can be dreadfully boring without anypony to talk to. I know for certain the three of you will lighten up the evening.”
When Derpy continued to hesitate, Tick Tock reached over and took the tickets . “Our sincerest gratitude, good lady,” he said, voice warm with the smile he couldn’t quite show.
The other mare smiled at him. “The pleasure’s all mine, dear,” she answered.
“Royal Ribbon!” A yellow unicorn at a table some distance away was beckoning the pink one to her. Royal Ribbon waved, then turned back to the other two. “I must be off, but I hope to see you there!” With a grin, she departed.
Tick Tock examined the three glittering golden tickets. “However we met that mare from her perspective, we must have left quite the impression if she’s just giving us these,” he commented.
Derpy took one herself, looking at the golden paper as if she just couldn’t quite believe she was really holding it in her hooves. “You think the Doctor would actually take us to the Gala?” she asked, voice filled with cautious hope.
Tick Tock flicked his ears towards her, his substitute for a smile. “With his eagerness to learn about pony culture? I’m sure he’d leap at the opportunity.”

*o*o*o*o*

“...so, what do you think?”
The Doctor had remained impressively quiet while Derpy had explained the situation to him. However, as she’d spoken, a more and more excited look had begun to spread across his face, until he was regarding her with an almost painful-looking grin as she finished. Almost as soon as she ended her explanation, he burst out, as though he’d been struggling to not interrupt her before: “You’re asking me if I want to attend a very important pony cultural event and meet lots of high-class ponies in the most heavily cultured part of your pony world?”
Derpy gave him an odd look. “...Yes?”
“Of course I want to attend!” the Doctor shouted, voice almost ear-shatteringly high-pitched with excitement. He shoved the door open and darted through, shouting back, “When is it? What date? What time?”
Derpy’s voice was bubbly with restrained laughter as she and Tick Tock followed the Doctor into the ship. “Doctor, it’s a formal event. You can’t just show up!”
The Doctor shot her a strange look. “Why not? It’s not like you’d have to dress up - you ponies don’t really wear clothes.”
“That’s for everyday,” Tick Tock pointed out. “For more formal events, especially ones like the Grand Galloping Gala, you do have to wear a more formal outfit.”
Sudden understanding lit the Doctor’s eyes. “Oh, right! Wasn’t that fashion show we saw a while back dresses for the Gala, Derpy?”
Derpy nodded. “Yup! The Gala is one of the most formal events of the year.”
“Hm…” The Doctor tapped his hoof against his chin. “I wonder if the clothes in the wardrobe changed when we came through?”
“Wardrobe?” Tick Tock raised an eyebrow at the Doctor. “You have an entire room for clothing?”
The Doctor huffed. “Well, it’s not like I’m lacking for space in here! You haven’t even seen a fraction of the rooms yet!”
“Settle down, you two,” Derpy chuckled. She knew that she probably shouldn’t be amused, but she remembered back before she and the Doctor started to get along as well as they did now, and it still made her smile to think of it. “You think the wardrobe might have changed?”
The Doctor grinned. “Worth a shot!” Taking off, he bounded into the depths of the TARDIS.
Tick Tock still looked confused. “Wait, changed from what?”
Derpy shrugged. “I don’t know, the Doctor says wherever he came from, the things living there looked like monkeys.” She returned his baffled look with an “I know, right?” expression, before tilting her head to beckon him and following the Doctor.
When the two companions found him, he was waiting rather impatiently outside of a door. “Well, there you are! Took you long enough.” He reached up and swept the door open with a flourish, and both Derpy and Tick Tock’s jaws dropped.

Sure enough, the clothing seemed to have mostly changed to accommodate for the equine form of the passengers on the ship, and there was a lot of it. Two sets of stairs led upwards and downwards to an entirely different story from the one they’d entered on, making it difficult to understand at a glance just how expansive the wardrobe was.
The Doctor tapped his hooves together in thought. “Hm, seems to have changed… if I remember right, they’re organized by time periods. Of course, where I came from, we have a very different way of measuring time…” He closed his eyes, thinking back to the kinds of fashion he’d seen at Rarity’s seconds fashion show, with the dresses Hoity Toity had approved of. “Seems like a lot of your formal wear is still somewhere around the Victorian era, if I remember correctly.” Opening his eyes, he pointed to the staircase downwards. “You should be able to find anything you need down there.” Turning to Tick Tock, he added. “In the meantime, I’d like to park the TARDIS in the right time and location, so if you could let me have the third ticket?”
“Oh, o-of course.” Tick Tock shook his head as the Doctor snapped him out of his awe at the sheer size of the room. He produced the ticket as per the Doctor’s request, and with a “Thank you!” the other stallion was off.
Tick Tock and Derpy shared a glance to confirm that the surprise and awe at the magnitude of the room was mutual. Then, tipping his horn to point at the staircase to the lower story, the unicorn asked, “Think it’s got anything more normal-looking than, well… that?” He pointed towards an oddly long, multicolored scarf (seriously, how does a pony wear that without getting his hooves tangled up?).
Derpy gave a small smile in response. “Only one way to find out.” She trotted into the room and disappeared down the staircase, Tick Tock following.
Just as promised, the clothing they found was about equivalent to what ponies would wear to formal events from roughly the return of Luna to back before Celestia. The two ponies parted ways as they reached the room where the dresses were hung, and with an amazed grin, Derpy stared at the room full of cloth. Never had she seen so much clothing.
Catching sight of a vanity in the back, she approached, rifling through the drawers. They were filled with hair combs and accessories, as well as different types of makeup.
Derpy glanced up at her reflection, wondering what to do with her mane. As she looked in the mirror, she couldn’t help the small sigh that escaped. Photo Finish was right; her eyes made her look a little goofy, and she was on her way to a formal event. Maybe she should try to cover it up.
Suddenly, a voice spoke from the back of her mind. “In my opinion, you shouldn’t look how other ponies want you to look. You should look how you want to look. Be your own pony, not what somepony wants you to be.”
A smile lit her face at the memory of Tick Tock telling her that, and how much better it had made her feel. And he’d been right. She’d have a much better evening with her mane comfortably pushed back than she would if it were constantly hanging in her face. With a resolved shake of her mane, she began to run a brush through it, planning what to do.

She’d just begun, however, when she began to hear strange sounds from outside the room. With confusion clouding her face, she emerged from the doorway to find the Doctor and Tick Tock standing out in the hallway.
Her look of confusion immediately contorted into one of horror. “Oh, sweet Celestia, what are you two wearing?”

*o*o*o*o*

The Doctor paced impatiently in the console room of the TARDIS. “What is taking that mare so long?” he complained.
Tick Tock sighed. “Doctor, it’s only been twenty minutes.” To be fair, the two stallions had cut into her preparation time, what with her having to stop and show them how to dress for the time period and culture.
“Feels like forever,” the Doctor moaned. Tick Tock rolled his eyes - the other stallion was clearly not used to having to wait for things, and he was acting rather like a foal about it.
Light, rapid hoofsteps announced the presence of the third member of the trio. “Sorry for the delay!”
“Finally!” huffed the Doctor. He and Tick Tock turned to greet the mare, and were both momentarily stunned into silence.

The Doctor snapped out of it first. A grin lit up his face as he declared, “Derpy Hooves, you are looking beautiful today!”
Derpy’s face immediately flushed bright red. “O-Oh, well, thank you, Doctor,” she stammered. With a giggle, she added, “I don’t know about beautiful, though…”
“The Doctor is telling the truth.” Tick Tock’s eyes were trained firmly on the ground as he spoke. “You look rather lovely.”
Derpy’s blush spread to the tips of her ears. The mare was not used to receiving so much attention… well, other than the time she dropped all those heavy things on that poor unicorn…
The Doctor suppressed a grin at his companions’ awkwardness. “So!” Trotting to the door, he pushed them open, indicating the decorated Canterlot street lying outside. “Shall we?”

*o*o*o*o*

Derpy had always heard stories of the Gala. She’d been told time and time again about the beauty of the event, the high-class ponies, the ever-watchful gaze of the princess. But there was nothing quite like seeing it with her own two eyes.
Walking through the big front doors of the castle, the three ponies glanced down the hall at the line of ponies. Upon seeing the pony they were lined up to meet, all three stopped to stare.
It may have been three days in the past, but from what little Derpy had seen of the princess, she hadn’t seemed to have aged a day. The Doctor drew in a slow breath - he’d only seen Celestia once, and after her stint as the Cyber-Queen, she wasn’t exactly in top form.
On her other side, Tick Tock was watching the princess with a rapt, fascinated look on his face. It suddenly struck Derpy - though she’d only known him for a short time, she’d heard him invoke Celestia’s name on multiple occasions. She glanced at him from the corner of her eye, trying to gauge his expression from the side. Was he happy to see the Princess in pony? Was he angry that she hadn’t sent more troops to help the fighting in Neighers while he was alive? It was difficult to say, even for a pony like Derpy, who could usually judge his expressions quite easily.
The Doctor, to nopony’s surprise, was the first to break the spell by speaking. “She greets everypony who enters?” he asked, voice quiet so as not to disturb the quiet conversations.
Derpy nodded. “If you have the patience to stand in line long enough, sure.”
“Well, I’m game!” the Doctor declared. “What about the two of you?”
Derpy was about to respond when a now-familiar voice called, “Miss Ditzy Doo! Mister Tick Tock! Doctor!”
She turned, smiling when she saw Royal Ribbon waving. The unicorn mare was wearing a beautiful purple dress with gold bows and shoes, and a big grin was lighting her face upon seeing them.
Sensing Tick Tock hesitate beside her, Derpy said from the side of her mouth, “Go ahead and meet the Princess if you want to. I’m going to go have a chat with our friend.” Without giving them time to answer, she trotted over.
Royal Ribbon reached out as Derpy arrived and placed a hoof on the mare’s shoulder, holding her out at foreleg’s reach for inspection. This time, her grin was genuine as she declared, “My word, Ditzy Doo, I think you just might be the belle of the ball tonight!”
Derpy blushed once again. “Oh, I don’t know about that…”
Royal Ribbon shook her head. “Oh, no, my dear, believe me - you are radiant tonight.” Shifting her violet eyes over to the two stallions she’d come with, she asked, “The boys want to meet the Princess, huh?”
Derpy nodded. “Yeah. The Doctor’s something of a traveler, and he loves learning as much as he can about the culture of each new country.”
“Oh, he’s not from Equestria?” Ribbon shot Derpy an intrigued look.
“Oh, no, he’s… Bittish,” Derpy quickly fibbed.
“Ah!” Ribbon pointed her hoof at the pegasus. “I thought that’s what his accent sounded like!”
Derpy smiled awkwardly, grateful that the mare had bought the lie. Then again, she couldn’t escape the slight pang of guilt born of having to lie to such a kindly mare.
“Come on!” Suddenly, Ribbon hooked a hoof around Derpy’s, tugging her towards the crowds grouped around the ballroom. “You must meet some of my friends!”
“Ah, w-wait-” Derpy tried to answer, but before she could really protest, she was whisked away.

*o*o*o*o*

Several minutes later, Derpy finally managed to get away from the crowds. While she enjoyed making friends as much as the next pony, she couldn’t help but feel a wave of relief to have an opportunity to get back to her other friends.
It didn’t take long to locate the Doctor. The brown stallion was darting around the room, pestering random ponies as he spotted anypony who seemed interesting. Derpy smiled, rolling her eyes in easygoing amusement as his behavior.
It took a little while longer to find Tick Tock. He didn’t seem to be chatting with any of the ponies she saw. Finally, she caught sight of his bright ginger hair - at a table, by himself.
Her brow furrowed. Turning towards his table, she trotted over.
“What are you doing over here, alone?”
Tick Tock had been lost in his thoughts, and hadn’t even heard her approach. He glanced up, startled, and found himself, once again, with her honey-gold eyes trained on him, concern lighting them.
“Oh, I’m all right, Derpy,” he quickly reassured her. “Just… thinking.”
Derpy grinned, settling herself beside him so that her skirts weren’t crumpled. “What did you think of the Princess?” she asked softly.
Tick Tock huffed a laugh. Of course the mare could immediately tell what was on his mind. “I’m… not really sure what to think,” he admitted. “I mean, on the one hoof, we fought in Neighers for years to protect her and her subjects.”
“And on the other?” Derpy prompted gently.
“On the other…” Tick Tock sighed. “I just can’t help but think that if she’d sent more troops, my fa- ...General Lionheart might not have died in that fight.”
Derpy’s face softened in sympathy, and she set one gold-shod hoof on his shoulder, casting about for something to say.
Suddenly, a new song, a waltz, began to play from the pit, and the mare suddenly got an idea to change Tick Tock’s mood. Standing, she wrapped her hoof around his, tugging gently. When he raised his eyes to meet hers, she smiled. “May I have this dance?”
Tick Tock’s eyes widened almost imperceptibly - the widest he could muster - and he automatically pulled his hoof back. “Th-Thank you, but no thank you, Derpy. I’m afraid I’m… quite literally dead-hooved.”
Disappointed, Derpy pouted for a moment as Tick Tock’s gaze, once more, dropped away. She opened her mouth to speak again, but suddenly a voice interrupted. “Excuse me…”
Derpy turned to the new speaker, and her eyes widened with surprise. It was a familiar pony - a blue unicorn with a top hat. “Oh!”
The unicorn’s gaze met hers with an odd sort of merriment, and he subtly indicated for her to be silent, before she had an opportunity to say more. She blinked, surprised. The only reason she could think of that he wouldn’t want her to make it clear that she knew him was because Tick Tock didn’t, but she couldn’t see why that would matter…
Sweeping his hat off, the stallion bowed. “My name is Top Hat, my lady. May I inquire as to your name?”
Oh, right. She hadn’t ended up telling her her name the last time. “My name is Ditzy Doo,” she answered, playing along even if she didn’t fully know why. “A pleasure to meet you, Top Hat.”
Placing his hat on his head once more, Top Hot lifted the mare’s hoof. “Oh, no, the pleasure is all mine,” he answered, and pressed his lips to her hoof.

Straightening, he smiled at her blush and continued in the same warm, friendly tone, “Now, I hope I’m not being too forward, but I saw you over here and couldn’t help but wonder… why isn’t a beautiful mare such as yourself dancing?”
Derpy couldn’t help but giggle. “Um, well, I was trying to convince my friend here to dance, but…”
“Oh!” Immediately Top Hat backpedaled a few steps. “My sincerest apologies, I didn’t realize-”
“It’s fine,” Tick Tock spoke up suddenly. “I was going to say no - I can’t dance, anyway.” He gestured to her with his hoof. “You’re right - she should be dancing. Don’t let me stop you.”
Derpy blinked, startled. She hadn’t heard him use such a sharp tone of voice since she’d met him in Neighers. “Tick Tock, what-?”
Tick Tock stood abruptly. “If you’ll excuse me.” He trotted away, Derpy watching after him in confusion. Where was he going, and why was he acting so strangely?
“Well.” Top Hat, beside her, seemed just as confused. “He’s certainly an odd one.”
Most days, Derpy would have attempted to defend the stallion. Today, she simply sighed. “Yeah…” Turning to him, she said, “Speaking of odd stallions, why didn’t you want me to talk to you like I recognized you? I know we’ve both met each other for the first time by now!”
Top Hat winked at her. “Ah, but your dear friend Tick Tock hasn’t! I find that when I walk into a conversation with a pony already knowing everything about them at our first meeting, it tends to unnerve them. Better to play dumb at the first meeting, and save the heavy stuff for later run-ins.” With a grin, he turned towards the dance floor itself. “In any case, I would like to talk to you privately… so would you care to join me on the dance floor?”
He offered a hoof to the gray mare, who hesitated for a moment. “Er…”
She looked up at him, and saw nothing but friendliness in his eyes. Deciding she could trust him, she placed her hoof on his. “Sure.”
With a smile, he led her to the center of the floor. The waltz that had originally inspired her to invite Tick Tock to dance was ending, but Top Hat locked eyes with the cellist and gave her a small nod. A look of understanding flashed through her violet eyes, and she quickly led the band in another.
Turning back to Derpy, he reached over and rested one hoof on the back of her neck, pulling her just closely enough to speak without others hearing - a sign that he intended to lead. Derpy, meanwhile, stepped forward, pressing her foreleg against his to steady him on his three-legged stance.

Once they were close enough to converse privately, Derpy blurted out the first question to come to mind: “So how do you time travel if it isn’t your special talent?”
Top Hat’s eyes widened momentarily with surprise. Then he laughed aloud, eyes crinkling in a genuine smile - the kind she wasn’t used to seeing anymore. “Ah, my dear bright-eyed mare, you don’t need to have a special talent in time to travel. Though I won’t deny that it can certainly help.”
“O-Oh. That makes sense.” Derpy felt herself flushing for having made such an odd mistake. After all, she and Tick Tock time traveled just fine.
During the small moment of silence after her comment, she suddenly noticed that the dance floor was filled with other twirling couples. The soft swishing of fabric over the marble floor filled the air, accompanying the music without drowning it out, and Derpy realized that she felt as though she were Cinder Heart, from that old fairy tale.
She never thought she, of all ponies, would get to live in a fairy tale.
Top Hat brought her back down to Equus by speaking again. “So where, exactly, are we in meetings?” he asked, tone hushed.
“Huh?” Derpy looked at him with confusion for a moment. Thinking back, she said slowly, “Well… we met once in the future, when Cyberponies had captured Celestia, and you gave us the hint that since Canterlot runs on solar energy, Celestia’s disappearance wouldn’t have caused an instant blackout like it did…” Her gaze was directed to the side as she tried to recall, and so she missed the fleeting look of surprise on the stallion’s face - apparently he hadn’t lived through that experience yet. “...and then we met once in the past, in Neighers. You said that was your first time meeting me.” Her eyes flicked back to meet his once again, indicating that she was done.
“So this is your third time meeting me,” Top Hat summarized. Derpy nodded in answer.
Top Hat looked troubled. “There’s something I was hoping you’d already experienced, that I wished to discuss with you.” Then, in a lighter tone, “Ah, well, no matter.” Grinning at her, he continued, “No reason we can’t chat and have a good time regardless.”
Derpy nodded, awkwardly casting about for a topic to talk about. Then, abruptly, she said, “So the Doctor told us he had a run-in with you while we weren’t there.”
Top Hat gave her a vaguely apprehensive look. “You mean… the time with the kelpies?”
Derpy nodded again, allaying the blue unicorn’s fears of accidentally spoiling things for her. “I think he might have over-exaggerated his part, though. What really happened?”
Top Hat hesitated for a moment. When she gave him an odd look, he said quickly, “A-Actually, why don’t we talk about something else? You’ve heard at least one version of the story already, no fun in telling a story we both know.” Tone evening out and resuming his normal pace, he continued, “Tell me what, why don’t you tell me where you were?”
“Oh. Erm…” Derpy’s ears tipped back just slightly in discomfort, remembering that particular little adventure. But when she looked again into the unicorn’s warm, friendly gaze, she found the whole story just tumbling out of her mouth. She felt a weight being lifted from her chest as she spoke, and it struck her - she’d never realized fully just how stressful it was, going on these adventures and not being able to share them with anyone.
Top Hat was a good listener. He nodded, laughed, and offered sympathetic looks in all the right places. When they finally finished, Derpy looked up to see that they were receiving weird looks and realized that they had just waltzed through a foxtrot and two faster-paced songs.
Top Hat, however, seemed unfazed by the odd looks. Releasing Derpy’s shoulder, he smiled and said in a low voice, “I think you made a pretty amazing Doctor.” He gave her a small bow, normal thanks for dancing with him. Derpy bobbed in a curtsy in return, whispering, “Thank you.”
The tranquility was promptly shattered by a scream.
All around the room, heads whipped around to stare to the doors into the castle. The ruckus grew louder and louder… and suddenly the doors burst inwards.
The whole doorway was filled with a huge group of what looked kind of like diamond dogs, except that they had pony-shaped back legs and were wearing blue armor and carrying something that looked almost like a weapon.
This final assessment was confirmed as the blue-armored things pointed their handheld devices into the room and fired.
Screams erupted once more as ponies were struck and fell all around the room. Everypony in the room turned as one and began to run in the other direction, pushing and shoving deeper into the palace. Celestia was shouting, attempting to maintain order, but it was impossible to hear a word coming out of her mouth.
A strong hoof wrapped around Derpy’s foreleg, pulling her to the rest of the crowd. Top Hat was trying to yank her along with him. “Come on!”
When her head snapped around, he released his grip on her leg and took off running in the same direction as the rest of the crowd. She quickly followed, opening her wings to take to the air and try to find her friends, but found the crowd battering her from all directions. It took only seconds to lose sight of Top Hat.
A laser just missed the edge of her wing, singing the tips of her feathers. Derpy yelped, glancing back to see what had happened.
Her momentary distraction was her undoing. Somepony stepped on her skirt, and when she tried to continue running, there was the sound of ripping fabric and a scream, and suddenly she was on the floor.
She heard Tick Tock’s voice through the crowd. “Derpy!”
It was too late. She looked up just in time to find herself gazing into the barrel of a weapon. She closed her eyes, waiting for the worst…
...only for somepony to leap in the way.
Derpy’s eyes flew open to see Top Hat standing in front of her. He’d created a shield with his magic, deflecting the laser back into the face of her attacker. While its helmet seemed to shield it from the worst of the damage, it staggered back, stunned for a moment.

Top Hat pulled Derpy to her hooves. “Run!”
Before the thing that had attacked her had time to recover, they raced away, darting through the doors of the adjacent room just before they were closed and barricaded.
“Ditzy!” The Doctor raced over, Tick Tock hard on his hooves.
For half a second, Derpy could have sworn she saw a look of disgust on Top Hat’s face. But then it was gone, leaving her to question what she’d really seen.
She was jarred out of these thoughts when the Doctor grabbed her jaw, forcing her to look at him. “Are you all right?” he demanded, worry clear in his tone.
Derpy laughed nervously. “I-I’m fine, Doctor,” she said, giggling. Her face was warm. Oh. She wasn’t laughing, she was crying.
The Doctor, with a sad look on his face, pulled her into a close, tight embrace. “I am so sorry, Miss Hooves,” he said quietly in her ear, voice rough. “I had no idea there were Sontarans in this universe, or that they would be here.”
“You’ve seen these before?” Derpy asked, choking back her tears to the best of her ability.
The Doctor sighed. “Unfortunately, yes.”
Derpy pushed back, brushing away the tears still on her cheeks. “Good. Then we can help.”
The Doctor, taken aback, blinked at her. Then a smile broke out across his face. “Of course we can.” He clapped his hoof on her shoulder, repeating, “Of course we can.”
Over his shoulder, Derpy saw Tick Tock standing. For a moment, she didn’t understand why he looked vaguely angry. Then she realized that he wasn’t looking at them - he was glaring at Top Hat. Unfortunately, it was a revelation that just left her even more confused.
Before she could ask, there was a pounding at the door, and everypony’s heads turned towards it. Silence filled the room - they were too scared to even scream.
Then a booming voice echoed through the doors, destroying the hopes of anypony inside. “Beings of Equus, you have ten minutes to give in, or we will enter, and you will all die for the glory of the Sontaran empire."

Chapter Two: Three's Company

Silence reigned after that last statement. Then, suddenly, the silence was shattered. Panicked sobs filled the air from some ponies, while others paced furiously, trying to think a way out of the predicament. The guards crowded the princess, attempting to formulate a plan.
The four time-travellers stood in one corner of the room, watching the chaos unfold. “These are the ponies we’re gonna have to fight with?” Derpy asked, voice uncertain.
Tick Tock stated flatly, “We’re dead.”
“Oh, come on now!” The Doctor shot Tick Tock an encouraging grin. “I’m sure we can come up with something!”
“Doctor. Top Hat.” A regal voice suddenly broke in, drawing attention. Celestia herself stood before them, and her expression made it clear that she knew them all.

A grin broke out across the Doctor’s face. “Ah, greetings, Your Highness!”
Celestia gave him a grim smile. “Greetings, Doctor. As you can see, we’re in the middle of a little bit of a crisis here.” Turning her gaze to the entire group, she asked, “Have any of you ever encountered these creatures before?”
Top Hat, Derpy, and Tick Tock all shook their heads as one. The Doctor, meanwhile, muttered something under his breath. Looking at the princess, he explained, “I’ve encountered them before, but…”
“Not here, yet.” Celestia nodded in understanding. “Well, any information you could volunteer about them would be well appreciated.”
The Doctor grew serious, his eyes clouding over with that same darkness that both Derpy and Tick Tock knew better than to ask about. “They’re called Sontarans, as you may have picked up,” he said. “They’re a race of clones, designed to do war - it’s their only joy. Their only weakness through the armor is a valve on the back of their necks.”
“So the only way to defeat them is to attack them from behind?” Tick Tock asked.
“That’s not very honorable,” Top Hat observed.
“Yes, well, it’s better to fight with reason before honor,” Tick Tock responded irritably. Derpy shot him a bemused glance. Had he known someone in Neighers who had tried to fight with honor before reason and gotten themselves killed? She couldn’t imagine any other reason that comment would have upset him.
“Regardless,” the Doctor said, drawing attention back to himself, “we need to come up with a battle strategy to protect the civilians and defeat the Sontarans. I think if I can get through to talk to their leader, I might be able to get them to leave, but it’ll be dangerous. We’re going to need as many ponies to fight as we can get - do you think any of the attendees would volunteer to fight along?”
Celestia glanced over her shoulder at the guards hesitating there, and one immediately turned and headed towards the crowd, calling for recruits. Turning back to the Doctor, she asked, “So how do you propose we manage to hit them in the back of the necks, then?”
The Doctor hesitated, thinking. “I’m not sure. Sontarans weren’t a common enemy I faced where I came from.”
“I think I may be able to offer a service,” Top Hat broke in. Four pairs of eyes turned to him as he explained, “During my travels, I’ve invested a lot of time in studying advanced magic, and I believe I could teleport a few soldiers to the back of the room. We’d only have seconds to strike before they realize what we’d done, of course, but we hypothetically could take out at least a few…”
“And when they turn to fight you, we could attack them from the front!” the Doctor exclaimed. “Brilliant!”
“But wait,” Derpy asked, confused. “Wouldn’t they notice you and turn around before you had time to run up and hit them? How will you attack before they notice?”
“Ranged weapons,” Tick Tock answered. “We’ll send a few sharp-shooters to the back of the room with crossbows, and each could fire a shot or two before being noticed. The largest concern would be making sure the bolts hit - we couldn’t afford a miss in this situation."
Celestia hesitated. “I only have one or two guards present with any particular talent for crossbow accuracy,” she admitted.
“I’m fully trained in crossbow utilisation,” Tick Tock offered. “I’d be happy to help.”
“I’d like to help, too,” Top Hat said. “I might not be the best shot, but I’ll still be there after executing the spell, so it couldn’t hurt to try.”
“I think that’s an adequate number,” the Doctor declared. “After all, you’ll mostly be serving as a diversion to get the Sontarans to turn around and make themselves vulnerable.”
Celestia spoke up. “I think I could help as well. I know a spell that would allow me to catch and hold at least five in place at a time, to make accessing the valve easier.”
Turning back to the princess, the Doctor grinned as he said, “I think we’ve got a pretty good strategy charted out here. It’s probably about time we start working on putting it into execution.”
“A fair point,” Celestia said, nodding. Turning back to her guards once more, she ordered, “Run to the armory and fetch a set for each volunteer. I won’t be sending my subjects into a battle under-equipped.”
Beside her, Derpy heard Tick Tock mutter something indistinguishable under his breath. He looked annoyed, but she could tell that he was mostly just sad.
Within minutes, the room was filled with bustle. The few nobleponies who had volunteered to help were suiting up in the armor they’d been lent and taking up borrowed arms, while the rest were being escorted to rooms deeper in the castle and away from the approaching fight.
Tick Tock cursed quietly when he dropped the armor’s girth midway through tightening it. All the work he’d done to make it fit was undone, and the armor itself, built for a normal-sized pony and not a scrawny refugee, sagged to the side. He blew a frustrated sigh between his teeth and began resettling the armor to try again.
“Want some help?"
Derpy was standing beside him. She’d ditched the torn-up dress to allow for greater mobility during the fight to come, and her mane was partially wrecked from her fall on the ballroom floor. However, unlike the noble mares, who’d pitched a fit if a spot of mud got on their dresses, she’d simply shrugged and tossed the garment aside in order to help.
She brought him back down to Equus with a gentle comment. “It’s really a two-pony job.”
Tick Tock hesitated, unused to being offered help. Then he flicked his ears towards her, admitting, “Some help would be appreciated. They didn’t really have armor in my size.”
As Derpy helped him to get his armor properly settled, Top Hat trotted over. His normal hat had been replaced by a gilded helmet, and he almost didn’t look like the same unicorn that way.
Voice lowered, he asked Tick Tock, “Are you sure you wish to take part in this fight? You’re not fully able - nopony’s going to judge you if you don’t."
Tick Tock’s eyes flashed with anger at Top Hat. “Excuse me, but I’m a fully trained soldier. If anypony deserves to be in this fight, it’s me. Not that I’d expect some foalish time traveler to understand that.”
“Tick Tock!” Derpy, shocked, let go of the girth, and once again Tick Tock’s armor almost fell off his lean frame. Ignoring it, the pegasus mare stood, staring at him in surprise and some amount of outrage. “He’s trying to be nice!”
Tick Tock turned to Derpy, and she stepped back, startled. He looked angry. He’d never looked angry at her before.
“Of course you don’t understand,” he snapped. “After all, I’m sure you were completely taken in by his ‘charming’ act before. I hadn’t expected you to be the type to be so swept up in that, though. How many coltfriends do you go through in a month?”
Derpy’s jaw dropped in shock - she couldn’t believe he’d just said that. For a moment, she tried to come up with a rebuttal. But then tears welled up in her golden eyes, and she turned and ran, not noticing when Tick Tock called out after her, surprise at his own actions and regret written in his gaze.

Head tucked down, vision blurred, the gray mare had no idea where she was running to. She just barreled along, any nearby ponies scrambling out of her way.
Suddenly, a hoof reached out, stopping her. “Derpy, what’s wrong?” It was the Doctor.
Derpy didn’t answer or look. She just stood still, head still hanging, shaking. Then suddenly, she whirled, almost tackling the Doctor with a hug. He nearly fell over, surprised, but caught himself before he hit the floor. Wrapping his hooves around her, he hugged her back as she explained what had happened through her tears.
When she was finished, he was silent for a minute. Derpy sniffled, asking quietly, “Why would he say something like that?"
The Doctor sighed. “Derpy, I’m sorry that he reacted that way. But before you get too mad, you have to remember where he came from. Everyone in Neighers bullied him, remember?”
Derpy sat back, blinking away the moisture in her eyes. “Yeah, I know. He kept trying to push us away when we met him for the first time - refusing my thanks for watching the TARDIS, not wanting my help picking up his things… but what does that have to do with this?”
“He was trying to push us away because he was suspicious - he’s not used to ponies being nice to him,” the Doctor explained seriously. “And now… I think he’s just scared that if you make friends with Top Hat, you’ll be distracted and you won’t like him as much.”
Derpy gave him a confused look. “What? But that’s ridiculous! Having more friends doesn’t mean you like your old friends any less!”
“He doesn’t know that, Derpy,” the Doctor pointed out.
Her eyes widened as realization hit. “So… he’s just upset because he’s scared I won’t want to be his friend anymore.”
The Doctor nodded. “And sometimes when you’re scared, you sometimes do things that don’t make sense, like yelling at somepony you care about.” He smiled one of those smiles that never touched his eyes he was so good at, ruffling her mane. “So, you think you can find it in your heart to forgive him?”
Derpy nodded back, brushing at her eyes with a hoof and smiling. “Yeah.”

*o*o*o*o*

Stupid. Stupid!
Tick Tock closed his eyes, berating himself yet again. What a stupid, stupid thing to do! She’d been the first one to be kind to him in years, and now? Now he’d be surprised if she didn’t hate him.
He sighed, opening his eyes, gaze centered on the floor. No wonder nopony in Neighers had liked him. He didn’t exactly make it easy.
“Something the matter?”
He huffed out a mirthless laugh, demanding bitterly, “What, you mean besides the fact that we’re headed into battle hopelessly outnumbered, with only lazy, arrogant nobles to depend on?” He flicked an ear, annoyed, as he glanced up to see who was speaking to him - and froze.
Mouthing off to his brother was one thing. He’d just done it to the princess.
If Celestia was bothered, however, she didn’t show it. With a small smile, she settled herself on the floor beside him, simply answering, “Yes."
He looked at her for a moment. “Judging by your conversation with both the Doctor and ‘Top Hat’ earlier, I take it you know…”
“That you’re time-travelers, yes,” Celestia responded in a friendly tone. “I am also aware that, from your perspective, this is the first time you have met me, though I have encountered you before.”
“Hm.” Tick Tock remained disinterested. Too much else was on his mind.
“I hope there’s not going to be a problem between you and Top Hat,” Celestia said, a gentle reproach in her tone. “You’re going to have to fight beside one another.”
Tick Tock huffed again. “Trust me, I can work alongside ponies I don’t necessarily enjoy the company of.” With a sigh, he said, “It’s just a stupid argument, nothing more.”
For a moment, there was silence. Celestia, once again, was the one to break it. “I’m sorry, by the way.”
That startled him. “W-What?” Tick Tock hadn’t pictured the monarch apologizing to him.
Celestia blew out a slow breath. “I mean for what happened in Neighers. The Doctor mentioned it the last time we met - from my perspective, anyway - and also told me that it was a fixed point, and nothing could be changed.” Glancing at him, magenta eyes saddened, she added, “It was horrible, knowing the kinds of losses you would suffer… and not being able to act on it. So, for what it’s worth, I’m sorry I couldn’t send help.”
Tick Tock blinked at her, processing. Then, glancing away, he muttered, “N-No apologies necessary.”
Celestia gave him a small, sad smile. “You’re really not used to it, are you?” When he looked at her, confused, she clarified, “Other ponies caring.”
Tick Tock hesitated for a moment. Then he shook his head, admitting, “No, not really.”
He started slightly as she placed a hoof on his shoulder. She was still smiling the same sad smile when she said, “You remind me of my student.”

“Your… student?” Tick Tock questioned. He’d never heard of Celestia taking on a student.
Celestia nodded. “Her name is Twilight Sparkle. She’s always been pretty well accepted, but she’s just never had an interest in forming friendships. I hope she learns as much about it, though, as I know you will.”
Tick Tock blinked again. What did that mean?
Celestia offered no further clarification. She stood, opening her mouth to speak again.
Suddenly, a resounding boom echoed through the room from the doors. It was too loud to be created by any sort of knocking. Only one thing made that kind of sound.
A battering ram.
Immediately, Tick Tock stood, eyes already searching through the crowd. He spotted a few other ponies heading towards Top Hat and quickly followed suit, preparing for teleportation. Across the room, the Doctor climbed somberly to his hooves, a concerned look on his face. Derpy took to the air, and a nearby pony held out a spear. He had an impressive poker face, but it was a young stallion, and she could see the fear in his eyes. With a grateful grin, she took the spear as another boom shook the room.
Apprehensive faces turned to look as, with a final crash, the doors were flung open.
Immediately, a golden flash brightened the middle of the room, gone as soon as it appeared, and was replicated behind the Sontaran army. As the alien satyrs realized what had happened, a lighter yellow glow enveloped several, freezing them before they could turn. With a twang, the ponies who’d teleported fired their crossbows, and Sontarans started to drop all around the room.
The remaining ponies sprang into the fight. Unicorns had been largely placed in charge of protecting as many ponies as possible with magical shields from the Sontarans’ lasers, while Earth pony soldiers tried to charge straight through the fray and to the ones in the back who were facing the other way, leaving themselves open to attack.
Derpy, as one of the few Pegasi involved in the fight, flew overhead. She dodged lasers, scanning the battlefield for opportunities to strike.
Suddenly, she spotted the pony who’d given her the spear. He was fighting bravely, but unbeknownst to him, a Sontaran stood directly behind him, rifle raised.
With a cry, Derpy swooped down, jabbing with her spear. By sheer luck, she was able to strike the valve on the back of the neck, and the Sontaran fell just as the stallion fought off the one he’d been dueling. Glancing back, he shot her a grateful look before diving headlong into the fray once more.
They were doing surprisingly well, the Doctor noted. Magic really was a useful tool to have. Unfortunately, it wasn’t a perfect battle, he amended as he saw a mare cry out upon being hit with a laser and fall. If anything, however, this redoubled the ponies’ efforts, causing them to fight even harder.
He had to admire their spirit.
“Tick Tock, look out!”
The scream drew his attention to the back of the room. A Sontaran had snuck up on the ginger unicorn, and he turned, a shocked look crossing his eyes. There was no way he’d be able to get clear of the laser in time.
Then, at the last second, a gray streak shot from the sky, slamming into the blue-armored figure. The laser shot wildly missed, burning a hole in the ceiling, as the gray mare slammed her hoof down once, twice, on the valve. The alien collapsed, and, snatching up her spear, Derpy shot Tick Tock a quick warning look and returning to the air.
“Enough!” cried Celestia suddenly. Everypony looked up at the call to realize that only a hoofful of enemies remained, all frozen by the solar princess’ spell. Celestia approached, her tone somewhat lowered as she asked, “Do you admit defeat?”
“Never!” cried one of the Sontarans, apparently the one in the lead. “We would rather face death than defeat!”
Silently, the Doctor stalked past the soldiers. His pace was slow, deliberate, and inexorable as he stopped before the one that had spoken. When he looked into the eye-holes of the helmet, the look on his face was such that Derpy was surprised when the Sontaran didn’t drop dead.
His voice was quiet and serious. “Do you know who I am?”
“You are the Doctor,” answered the blue-armored creature, “the Oncoming Storm, and the sworn enemy of the Sontaran race.”
“Yes, I am.” A dangerously manic glint had entered the Doctor’s eye, one that Derpy always hated to see. “And if I am the sworn enemy of the Sontarans, then that can only mean one thing.” He laughed aloud, a laugh that sent chills down the spines of everypony listening. “It means,” he added, tone lowering once more, “that I have defeated your kind in battle before. It means I can, and I will, do it again. And it means that this is the last chance you will receive.” Backing up a few steps, he fixed all of the Sontarans still standing with a cold glare.
“Run.”

*o*o*o*o*

Overall, it had been a pretty successful battle. Only three ponies had been lost - two soldiers and the mare the Doctor had seen fall before. Considering they’d been outnumbered four to one, it wasn’t too terrible of a loss.
The Doctor had rounded up the unconscious Sontarans and dragged them all back to the TARDIS, with the intention of dropping them off on their own world to be dealt with as according to Sontaran law. In the meantime, Derpy and Tick Tock were in the castle, awaiting the stallion’s return.
Derpy had begun collecting discarded weapons from around the room, to be brought back to the armory. Tick Tock saw the hollow look in her eye and was once again struck by the realization that she wasn’t used to seeing dead ponies. After years of constant fighting in Neighers, it seemed almost impossible that anypony wouldn’t be accustomed to the idea.
As Derpy added another crossbow to the growing pile of weaponry she balanced on her back, a sword was jostled out of place, beginning to fall towards the ground. Before it landed, however, it was abruptly enveloped in a shimmering green cloud.
“Need a hoof?”
Derpy glanced up to see Tick Tock watching her with the friendliest expression he could muster, floating the sword beside him. She smiled. “Sure.”
At first, as they worked side-by-side to clean up the aftermath of the battle, the air between the two was filled with awkward silence and tension. Then, finally, Tick Tock broke it. “I’m sorry."
Derpy turned to look at him as he continued awkwardly, “F-For what I said earlier. It was completely uncalled for, and-”
“It’s okay, Tick Tock,” the pegasus mare interrupted, smiling patiently. “I forgive you."
He blinked at her. “R-Really?”
With a nod, she answered, “We all say stupid things we regret sometimes. I’m not mad. But, Tick Tock…” She stopped walking for a moment, turning to face him. When he looked back at her, she met his gaze to the best of her ability. “I want you to know I’m never going to stop being your friend. Not for anything."

Tick Tock gazed at her, startled. Then he dropped his gaze as his face flushed red. “Thank you…”
Neither pony noticed as, about ten feet away, Celestia watched the two with a smile. “Good to see…”

*o*o*o*o*

The Doctor returned to the ballroom as the cleanup was wrapping up. Spotting his assistants, his face suddenly morphed into one of those too-bright smiles, his voice a bit too cheerful as he called out, “Ah, there you are!” Trotting over to them, he asked, “Ready to go? Lots to see, lots to do!”
Derpy smiled. “Of course, Doctor. Let’s -”
“Were you just going to leave without saying goodbye?"
Top Hat was standing just behind her, offering a smile when she looked startled.
“Oh, Top Hat!” Derpy began, eyes widening. “I’m sorry, I didn’t mean to-”
Top Hat waved her apologies off. “Oh, no worries, I understand. After all, three’s company…” He gave a warm smile to both companions. “I merely wanted to thank you. This likely wouldn’t have been possible without your contributions.”
“Oh, it was no problem, really,” the Doctor cut in breezily, ignoring the annoyed look the blue unicorn gave him.
“Look,” Tick Tock started. “I feel an apology is in order -”
“No need,” interrupted Top Hat, smiling once more at the other unicorn. “It was a rude assumption to make in the first place.” His air becoming much more businesslike all at once, he said, “Well, then -”
He was cut off by an unexpected hug from Derpy. “We wouldn’t have won without you here, too, you know,” she pointed out. “You deserve thanks too.”
Though initially startled, Top Hat’s face then softened to a more grateful one, and he chuckled quietly. “You’re welcome.” Gently, he wrapped his forehooves around her, too.
Derpy heard a quiet whisper in her ear. “Tick Tock does seem awfully fond of you, doesn’t he?”

Startled, she pulled back from the hug. “W-What?”
Top Hat grinned, tipping his hat to her. “Tally ho, then.” With that, his horn glowed golden, and he was gone.
The Doctor shook his head. “Always leaves that way,” he commented. “So dramatic, that one.”
There was some form of irony in the Doctor being the one to say that, Derpy decided.
As the trio headed back to the TARDIS, Tick Tock leaned over, asking quietly so as not to interrupt the Doctor’s stream of chatter. “Did Top Hat say something to you back there?”
His tone betrayed no jealousy, only simple curiosity. Even so, when Derpy recalled what Top Hat had asked her, she could only hope the evening hid her blush as she answered quickly, “N-Nothing. He was just saying goodbye.”

Chapter Three: New Faces, Old Foes

“Another day, another world!” the Doctor declared, tone exuberant as he bounded out of the TARDIS. As soon as they’d entered the time machine, he’d announced that he had the perfect place in mind for their next visit, and barely given either companion time to respond before taking off.
Derpy followed a bit more cautiously, hovering behind him. She didn’t want to land only to wind up buried hock-deep in mud, like last time. After ascertaining that, yes, the ground really was safe, she landed. “Where are we this time, Doctor?”
“New Savannah!” The Doctor turned to her, giving a somewhat manic grin. “Home to the Catkind. Had a bit of a nasty run-in with them in my old universe, but I’m sure the ones here are much nicer!”
“Um, Doctor?” Tick Tock emerged from the TARDIS, newly recovered goggles once again in their usual place about his neck.
“Yes, Tock?” The Doctor glanced back at the unicorn, pretending not to notice the frustrated look he got from the nickname-hating pony.
Tick Tock sighed, then asked, “Where, exactly, are they?”
The Doctor laughed. “Oh, why that’s easy, they’re right-” He turned, already pointing with a hoof, to discover something he hadn’t quite expected - a completely deserted town.
“...What?”

*o*o*o*o*

“...Maybe they’re just in their houses?” Derpy suggested nervously.
Before she’d even stopped talking, the Doctor was already shaking his head. “No, this is the center of town. At this hour of the day, it should be bustling with activity!” He pulled his screwdriver from his pocket, scanning what was in front of him and examining the readout.
Tick Tock, meanwhile, was already walking ahead to examine the buildings themselves. Sliding his goggles over his eyes to get a clearer image, he studied the ground in front of one of the houses, announcing, “I’d say the most recent hoofprints here are from at least a week ago, possibly longer.”
“Really? How can you tell?” Derpy asked, approaching to look at the same marks he was looking at.
Glancing over, Tick Tock began to explain. “Well-”
He was abruptly cut off as a female voice rang out. “Hey! Who are you, and what are you doing?”
Three equine heads snapped around to see a surprisingly feline one staring straight back at them.

The Doctor grinned. “Hello! I’m the Doctor, and these are my assistants, Derpy Hooves and Tick Tock. Now, what’s your name?”
The mare… cat… pony blinked at him, obviously startled. Then she shook her head decisively. “Nevermind that. How are you here?”
“We simply came in our spaceship,” Tick Tock pointed out.
“How did you get past the quarantine?” the feline demanded.
“Wait, quarantine?” Derpy questioned nervously. “Like, when ponies get sick?”
The other mare huffed out an impatient breath. “Not necessarily.” Shaking her mane, she drilled them with her emerald stare. “However you got here, the surface isn’t safe. Come with me - Pride Leader will decide what to do with you.” Without another word, she turned and bounded away with a strange hybrid of galloping like a pony and sprinting like a cat.
The three time-travellers gave one another strange looks, unsure of what to think. Then the Doctor shrugged. “Avante!” He followed the alien pony, his companions behind him.

*o*o*o*o*

The mare was waiting for them at what appeared to be a den of some kind. As they entered, however, she pulled a chain, revealing that the back wall of the den was fake. She waved them all through and, with one last wary glance, followed, closing the door behind her. Beckoning the trio, she headed off into the tunnel.
“So… what’s your name?” Derpy asked finally, in an attempt to break the awkwardly solemn silence.
The other pony didn’t even look at her. “That doesn’t matter.”
“O-Oh.” Derpy fell silent once more, embarrassed, and slowed to walk beside the two stallions.
With a merry look in his eyes, the Doctor leaned over and whispered to Derpy, “Jeez, she’s a bundle of sunshine…”
Derpy couldn’t suppress a snort of laughter as she remembered saying the same thing about Tick Tock the first day they’d met. At the time, she never would have believed she’d be such good friends with that grumpy pony.
Tick Tock caught the glance she snuck at him. “What?”
Suddenly, the tunnel expanded into a huge chasm. All three off-worlders stopped to stare. “Whoa…”
The room was filled with more cat-ponies of various colorations and patterns than could be easily counted. They were everywhere: lounging on ledges, bathing one another, casually chatting, or even just sitting by themselves.
Upon seeing the four ponies enter, one in particular stood. She drilled the cat-pony they’d met before with her amber eyes, moving with the kind of confidence and quiet authority that left no doubt in anypony’s mind: This was Pride Leader.
“Rainforest Rose,” Pride Leader greeted the cat pony who’d led them there. Her voice, however, held no warmth. “I see you’ve returned from yet another trip to the surface. Another unauthorized trip, I may add.”
Her accent was quite interesting - slow and almost rumbling, with faintly rolled r’s. It would have sounded quite pretty, if not so cold and distant.
Rainforest Rose protested, “Pride Leader, I can’t just leave her-”
“Enough!” Pride Leader slashed a forehoof through the air, silencing her. “I have told you several times that it is far too dangerous to search for her!” She met the smaller pony’s glare equally, and held it until Rainforest Rose looked away.

When she spoke again, her voice was gentler. “I know you wish to find her, but I am afraid that, after a week and a half, it is likely far too late for her. I am sorry.”
Without looking back, Rainforest Rose hissed, “You know nothing.” With a lash of her tail, she stalked off.
Pride Leader watched her go with a sigh. Then, turning to the others, she smiled graciously. “Hello, visitors. My name is Pride Leader Acacia Berry. Who are you?”
Once more, the Doctor took over instructions. “I’m the Doctor, and these two are Derpy Hooves and Tick Tock.”
Derpy nodded awkwardly, unsure of what to say or how respectful to be. Tick Tock, meanwhile, simply said, “A pleasure to meet you, good lady.”
Pride Leader smiled. “A pleasure to meet you all, as well. What brings you to our planet?”
“Erm…” The Doctor hesitated, uncertain of what to say after discovering that visitors were not welcome at the time.
With a huffed laugh, Tick Tock cut in with, “Largely, ignorance of the quarantine preventing offworlders from arriving.”
Derpy jumped in as well. “We’re really sorry about coming here when we weren’t supposed to! Our ship’s a bit… weird… so we never knew that a quarantine was happening.”
Pride Leader waved a hoof, silencing Derpy. “Do not worry, feathered one. I’m not angry with you for being here - what’s done is done.”
“What, exactly, is going on here?” the Doctor asked.
Pride Leader’s face grew serious. “We face a threat here greater than any we’ve ever known.” Turning, she added, “Follow me. Oak Leaf knows far more about this threat than anypony else here.” She started off, the three offworlders following.
The Doctor struck up a conversation with Pride Leader about their world and customs. Ordinarily, Derpy would have been following the conversation closely. This time, however, she was suddenly distracted.
“Tick Tock, do you hear that?” she whispered to the stallion beside her.
He shot her a quizzical glance. “Hear what?”
“It sounds like… a foal crying!” Derpy’s golden eyes widened, and she turned, taking off after the sound.
“Derpy, wait!” Tick Tock called after her, reaching out a hoof to catch her. He was too slow, however, and she ran off anyway.
The Doctor was so buried in his conversation with Pride Leader that he hadn’t noticed his assistant run off. Tick Tock hesitated, uncertain of what to do. They were on a planet they’d never been on before, and Derpy ran the risk of getting lost on her own, but he didn’t want to miss whatever tactical discussion was going to happen about the enemies.
Derpy had a terrible sense of direction.
With a sigh, he trotted after her, trying to keep the blonde mare in sight.

*o*o*o*o*

“Here we are.” Pride Leader stopped outside of a depression in the rock. Inside, a white pony with black stripes was working. For a moment, the Doctor almost mistook the pony in question for a zebra before realizing what the pattern really was - an albino tiger.
Turning, Pride Look gave the Doctor a confused look. “Where are your two friends?”
“What?” The Doctor glanced back, surprised to find only empty air where his assistants had previously stood. With a sigh, he shook his head, muttering something about “rule number one.” Looking back at Pride Leader, he forced a smile. “It’s fine, they wander off all the time. They’ll find their way back.” He trotted past her, and into the den. “Oak Leaf, was it? What have you learned?”

*o*o*o*o*

“Remind me again why we’re doing this?” Tick Tock demanded, having finally caught up to Derpy. “We don’t know our way around this planet, and the foal probably has an adult with them.”
Derpy shook her mane, annoyed. “I didn’t exactly ask you to come with me…”
The search for the foal had led them both far from the congregation of cat-ponies, and deep into the network of stone tunnels. As much as she hated to admit it, Derpy couldn’t help but think that Tick Tock was probably right, and they should head back to the Doctor.
They rounded the corner, and immediately those thoughts left her mind.
There stood the foal whose crying they’d been following. She was tawny-coated and spotted, with large, tufted ears reminiscent of a lynx.

“Hey!” Derpy quickly trotted up to the foal, who looked up at her. She seemed startled for a moment at the sight of a non-cat-pony, but there was no mistaking the kindness in the mare’s wall-eyed gaze. “What’s the matter? Are you lost?”
The little one nodded, sniffling quietly.
With a soft smile, Derpy reassured the foal, “Don’t worry, we’ll get you back to your mommy and daddy, I promise.” Turning back, she gave Tick Tock a “I told you so” look.
He blew out an annoyed breath and turned to face the way they’d come. “They’re back this way, come on.”
The two ponies had just begun to follow him, though, when a metallic clanking filled the air. Confused, Tick Tock asked, “Do you hear that?” Throwing a glance back, he saw Derpy frozen, a fearful look on her face.
“Erm, Derpy?” he asked, turning back again to face her.
Suddenly, the mare’s head snapped around, and she began heading towards a depression in the wall. “Quick, in here!” She ushered the foal into the shadows and shoved a confused Tick Tock inside, quickly following.
The tight space was too narrow to turn around, leaving her facing the wall and attempting to watch over her shoulder what happened in the hallway behind her.
“D-Derpy-”
“Sh!” Without paying attention, she jabbed out a hoof, blocking his mouth. She continued to stare out of their hiding spot, her gaze hardening as a familiar sight entered her limited view.

*o*o*o*o*

Oak Leaf started at a pony entering his workspace, but a quick glance at Pride Leader assured him there was nothing to worry about. Shuffling through his papers, he answered, “Not much, I’m afraid. Any time we try to send somepony out there to see what’s going on, they don’t come back, or if they do, they’re… changed. All we know is that they call themselves…”
“Cyberponies.”
A mix of fear and anger filled the usually friendly mare’s tone as she hissed out the word. As the troops marched past their hiding spot, she found herself hardly daring to breathe. Finally, the last went by, and with a quiet sigh of relief, she turned her glance back ahead of her.
And found that Tick Tock was lying flat on his back on the floor, having fallen when she pushed him in, and she was now more or less trapping him in place by standing over him.
Biting back a squeal of embarrassment, she quickly scrambled backwards. “Sorry!”
Blushing furiously, Tick Tock slowly struggled to his hooves. “A-Are they gone?” he asked, quickly trying to change the topic.
“I think so?” Derpy turned her glance once more to the mouth of the opening they’d found themselves in.
All three ponies’ expressions quickly changed from ones of relief to horror as another metal pony entered their view. "HALT OR YOU SHALL BE DELETED."

Chapter Four: Control Alt Delete

“Cyberponies?”
Any trace of the Doctor’s usual joking attitude had vanished. A maelstrom of emotions was battling across his face - anger, hatred, remorse, and, most of all, fear.
“I take it you have encountered these creatures before, Doctor?” Pride Leader questioned.
Rounding on her, the Doctor answered, speaking quickly, “Once, yes, though I don’t know if they’ve met me yet. What I do know is that the two ponies I came here with are in a lot of danger if those things find them!”

*o*o*o*o*

There were a lot of things to worry about right then. After all, the Cyberponies were marching them to not even Celestia could know where, to do goodness knows what to them. The filly who’d gotten the two into this mess in the first place was walking alongside the two older ponies, silently crying in fear. And weighing very heavily on all three ponies’ minds was the knowledge that, no matter what lay ahead, it likely spelled death for all three.
But that wasn’t the things Derpy was worried most about right then. No, right then, the most pressing concern on her thoughts was Tick Tock.
The unicorn was incredibly able for a paralyzed pony. He could keep pace with herself and the Doctor when walking with seemingly little difficulty, and could even outpace her over short distances. But unfortunately, he was still disabled. At first, he’d been nervous, but otherwise fine. Before long, though, she noticed that his breath was coming a little faster than what she’d deem necessary, and he seemed to be concentrating on keeping up. Now, about four minutes into their continuous hike, it was quickly becoming obvious that Tick Tock was tiring out. It seemed as though sheer determination was the only thing keeping him on his hooves and moving forward, and even so, his pace was beginning to lag.

This did not escape the Cyberponies’ notice. The one bringing up the rear of the group gave him an unpleasant shove when he began to fall behind. “KEEP UP.”
Tick Tock gritted his teeth, frustration filling his voice as he grunted, “This is the fastest I can walk.”
The Cyberpony regarded him, expressionless face cold. “YOU ARE A DEFECTIVE UNIT.”
“Hey!” Derpy immediately turned around, eyes flashing. “That isn’t a nice thing to say about-”
There was a crack and a cry, and blinding pain filled the side of Derpy’s head. A second jolt of pain in her side told her that she’d fallen, her wing in a very uncomfortable place underneath her.
“Derpy? Are you all right?” She looked up blearily to see Tick Tock standing in front of her, eyes worried. He was the one who’d cried out when the Cyberpony struck her, she realized belatedly. She accepted the hoof he offered her and pulled herself into a standing position.
The Cyberpony who’d assaulted her spoke again. “DO NOT STOP WALKING AGAIN UNTIL WE HAVE REACHED OUR DESTINATION OR YOU WILL BE DELETED.”
Derpy shot Tick Tock a weary glance and turned back to the hallway ahead of them, giving the terrified foal beside her what she hoped was a comforting look. Her wing throbbed terribly.

*o*o*o*o*

The Doctor’s expression was grim as he pulled on the leather armor Pride Leader had given him. He’d told her, and Oak Leaf as well, that things were far too dangerous to send anypony else in, and that he would handle the Cyberponies alone. Pride Leader had argued for a long time, but finally conceded so long as he agreed to take some protective equipment along with him.
“Where are you going?”
Hearing a familiar voice, the Doctor looked up to see the pony they’d met on the surface - Rainforest Rose - watching him, emerald gaze intense.
He returned it levelly. “My friends are missing. I’m going to go find them.”
“Alone?” Rainforest Rose cocked her head slightly, seeming mildly concerned. “Isn’t that dangerous?”
“Exactly,” the Doctor replied, fiddling with his new armor, “which is why I’m going alone. I’ve faced these things before, and I know how to fight them. I don’t want to risk anypony else trying to help and only getting hurt.”
“And if you get hurt?”
He stopped, looking away from his work, and held her gaze steadily. Finally, after several seconds, he broke away, picking up his borrowed helmet and settling it on his head. The gap for his ears was far too large, but he ignored it. Turning, he gave a curt nod to the ocelot-pony. “So long, Rainforest Rose.” Brushing past her, he started into one of the tunnels leading away from the main complex, hoping that it was the right one.

*o*o*o*o*

“WE HAVE LOCATED OFFWORLD INTRUDERS IN THESE TUNNELS.”
Hearing a subordinate speak, the Cyber Leader turned, expecting to find at least two upgrade-able ponies, even if it meant having to make a few adjustments to one of the machines.
Instead, it was met with the sight of three ponies - one native to this planet, but too young to upgrade, one wall-eyed pegasus with a frightened look and an awkwardly-held wing, and a unicorn whose death glare would have been far more frightening had he not been panting heavily, face flushed and clearly completely out of energy.

After regarding the assembled ponies for a moment, the Cyber Leader turned its empty gaze to the Cyberponies who had brought them. “YOU HAVE BROUGHT ME A SPECIMEN UNSUITABLE FOR UPGRADING AND TWO DEFECTIVE UNITS.”
Derpy’s eyes flashed in annoyance at that word once more. This time, however, she wisely held her tongue.
Then a third Cyberpony abruptly cut into the conversation. “CYBER LEADER, DATA INDICATES THAT THIS MARE HAS BEEN ENCOUNTERED BEFORE, AND THWARTED A PLAN TO CONVERT THE BEINGS OF EQUUS BY DESTROYING THE ASSEMBLY LINE.”
A confused look flicked through Tick Tock’s green eyes, and he shot a look at the mare beside him, too out-of-breath to ask the question on his mind.
Meanwhile, Derpy’s ears drooped, and she giggled nervously. “Oh. I was kinda hoping that hadn’t happened yet.”
Turning back to her, the Cyber Leader spoke flatly. “SUCH A DANGEROUS LIFE-FORM IS UNSUITABLE FOR CONVERSION, AND MUST BE DELETED.” It raised a hoof, and blue bolts of energy shot through the entire limb.
As the Cyber Leader reached for her, Derpy froze, mismatched eyes wide. Terrified, she couldn’t move, transfixed by the sight of her death approaching, in the form of a metallic hoof.
Her parents, Carrot Top… they would never even know what happened to her.
Suddenly, something grabbed her mane, tugging her out of the way just in time. She twisted her head around to see Tick Tock, a whirlwind of anger and fear igniting his eyes and his jaws clamped around a clump of her mane. His gaze drilled straight into hers. “Run!”

*o*o*o*o*

The sonic screwdriver’s sound echoed off the walls of the tunnel. The Doctor examined the readout closely. “Certainly seems they came this way…”
“That is a really annoying sound.”
Startled, the Doctor turned to find Rainforest Rose standing behind him. She was suited up in the same armor as he was, and simply stood, flicking an ear in mild irritation.
“Rainforest Rose? What are you doing here?” the Doctor demanded.
“Coming with you,” Rainforest Rose answered, tossing her mane as though she expected no argument.
Flabbergasted, the Doctor sputtered, “Wha - bu - I-I told you it was dangerous!”
Rainforest Rose blew out a mocking breath. “Never stopped me before.”
The Doctor opened his mouth to answer, and she silenced him with one furry hoof. “Look, Doctor, I’ll be honest. I’m not completely sure what we’re up against here. But those… things… have my sister. And I’m getting her back. You can’t leave me behind on this one.”
The Doctor hesitated, then finally pushed her hoof away from his mouth with a sigh. “All right, but if you get hurt…”
“It’s my fault,” answered Rainforest Rose brightly, “gotcha.” As she started walking, she inquired curiously, “So, where do you three come from?”
“Oh, here, there, and everywhere,” the Doctor answered simply. “We tour the stars, always on the lookout for adventure.”
“That sounds nice,” Rainforest Rose said with a wistful sigh. “Everypony here is so cautious all the time - every once in a while, a queen just wants to have an adventure, you know?”
The Doctor smiled at her, eyes flashing mischievously. “Did I mention we also travel in time?”
Rainforest Rose gasped, shoving the Doctor’s shoulder. “You do not!”
“Maybe I’ll show you when this is all over, Miss Rainforest Rose,” the Doctor said in an aloof tone.
“Oh, you’d better,” answered Rainforest Rose mock-threateningly. “Oh,” she added, almost as an afterthought, “Rainforest Rose is kind of a mouthful. You can just call me Rose.” With that, she bounded off ahead, completely missing the pang of sadness that flashed through the Doctor’s eyes… and the confusion that followed it.

*o*o*o*o*

Three left turns, two rights, and one accidental split-up and regrouping later, Derpy, Tick Tock, and their charge were thoroughly lost in the twisting complex of tunnels running through the planet. The expression on the foal’s face told Derpy that she didn’t know where they were, either. Hopefully, that meant the Cyberponies wouldn’t be able to find them, either.
“Can we stop for a second?” Derpy asked, out of breath. Her side burned, and her wing ached more than anything she’d ever experienced before.
“Sure,” grunted Tick Tock, sitting heavily as the group came to a stop. The stallion was running on fumes, and Derpy knew it. Unfortunately, she also knew that the Doctor didn’t know where they were, and had no way to get to them.
Sitting beside him, she said, “I’m sorry about this. I never should have run off like that-”
Tick Tock was already shaking his head. “No, you were right. There was a foal in danger. Better getting lost and saving a life than ignoring it.”
“I’m not sure we have saved a life, though,” Derpy answered quietly, gaze fixed on the small kitten-foal huddled in the corner.
Tick Tock was silent for a moment. Then, when he spoke, his tone was concerned. “Is your wing all right? I noticed that it seemed like you hurt it earlier.”
“O-Oh. Yeah.” Derpy glanced back at the feathered appendage in question. An attempt to stretch it left her wincing, sucking a whistling breath between her teeth.
“Here, let me see.” Tick Tock reached for her wing, and Derpy braced herself, expecting the touch to hurt. Much to her surprise, his touch was gentle, featherlight. She glanced back, surprised, as his hooftip skimmed over the wing. His horn was glowing, as well, a spell allowing him to detect what was beneath his hoof. How much control did it take for a pony with so little feeling in his hooves to have such a soft touch?
His touch hesitated over where her wing joined her body - where the pain was worst. With a small sigh - relief? disappointment? - he said, “Luckily, it doesn’t seem to broken. Just out of joint. I can fix it for you, but it’s gonna hurt… a lot.”
It already hurt due to the strange angle she was carrying her wing at. “Do it.” She braced.
Tick Tock hesitated for a moment, before nodding. “On three.” A shimmering cloud of magic enveloped the end of her wing, warm and tingling. “One. Two. Three.” On three, he gave a sharp tug, and with a pop, the wing snapped back into place.
Derpy clamped her teeth together hard, biting back a squeal of pain. After several seconds, she forced herself to relax, rolling her shoulders and opening her eyes. She’d had them squeezed shut so hard, for a moment, she saw stars.
Once her vision had cleared, she shook her head clear and glanced at Tick Tock, who was watching her with a worried look. “Are you okay?”
She nodded. “Yeah. Thanks.”
Tick Tock nodded. “Unfortunately, dislocated bones tend to result in pulled muscles, especially since your wing was out of place for so long… I’ll have the Doctor check when we get back to-”
Metallic hoofbeats filled the air, and all three ponies’ eyes widened in terror. Derpy sprang to her hooves, wings automatically flaring out to catch the air and let her get an aerial view. A bolt of pain shot through her right wing, and with a gasp, she settled back onto the ground.
And realized that she had likely just given away their position.
Tick Tock and the foal were tired out from all the running they had already done, and Derpy couldn’t try to lead the Cyberponies away by flying overhead. They were trapped. Frightened, all three ponies watched out the entrance of the tunnel they were hiding in.
The first faces to appear were much furrier than expected.
“The screwdriver says they went the other way!”
“Yeah, well, my sense of smell says they went this way, and my nose is never wrong!”
At the first voice, Derpy and Tick Tock shot each other ecstatic glances - the Doctor! - but it was the second that made the filly light up. She darted past the older two ponies before either could try to stop her, making a beeline for the entrance to the tunnel before the two bickering ponies walked past and missed them entirely.
That was when the two ponies stopped, eyes wide at the sight ahead of them, and a robotic voice rang out, “HALT OR YOU SHALL BE DELETED.”
The smaller pony skidded to a stop and scrambled backwards, eyes bulging.
“Oh, great,” the Doctor grumbled. “You again. Have we met yet?”
“YOU ARE THE DOCTOR AND THEREFORE MUST BE DELETED,” the Cyberpony answered. “THE FEMALE SHALL BE UPGRADED. DO NOT RESIST.”
The lead Cyberpony lifted a hoof, and the Doctor produced the sonic screwdriver, prepared to fight back.
Suddenly, the Cybers were enveloped in sparkling green. Immediately, with a long, ear-piercing metallic groan, their joints all froze into place, preventing any of them from moving.
“What the…” Rainforest Rose stared at the ponies, appalled.
The Doctor, meanwhile, turned with a massive grin. “Tick Tock! Derpy! Good to see you!” His jovial expression then melted into a stern one. “If I’ve told you once, I’ve told you a thousand times - no wandering off!”
Tick Tock only answered with a wry grin, magic fading from his horn as the spell ended, locking the Cyberponies into position.
“Sorry, Doctor,” Derpy answered, stepping towards the Earth pony. “It was my fault - I heard the sound of a foal crying and ran off to investigate.”
“A foal?” he asked, ears perked inquisitively.
“Rosie!”
The little pony finally spoke, darting past Derpy. When Rainforest Rose laid eyes on the filly, several expressions cycled over her face, finally landing on joy, tears gathering in her feline eyes. “Snowy!”
The larger of the two cat-ponies reached towards the other for a hug. Just before they touched, however, her face quickly morphed into one of pain, and she screamed out as blue electricity shot through her. The other four ponies were horrified as she collapsed, one of the Cyberponies having just managed to reach far enough to shock her.

The few seconds of stunned silence were shattered by a child’s wail. “SIS!”

*o*o*o*o*

Derpy stood quietly on the TARDIS floor. The Doctor had ushered the other two off of the planet immediately, and left a “surprise” in the Cyberponies’ base on the planet - a new and improved version of one of Tick Tock’s bombs, which he had perfected after the fight. He had also hardly spoken since the Cyberpony got to Rainforest Rose.
Her eyes burned with the threat of tears as she remembered the way that the other mare’s face had changed so abruptly. She’d been so happy, and then…
She suddenly noticed Tick Tock, sitting a short distance away from her. He was watching her from the corner of his eyes, trying to remain subtle about it, but the concern in his gaze was anything but.
Realizing he’d been caught, he immediately looked away, eartips burning red. Then, with an air of reluctance, he pulled himself to his hooves, trotting over to her side. In a low voice, so as not to attract the other stallion’s attention, he said, “Come with me to the med bay - I want to make sure you didn’t tear any muscles in your wing.”
Derpy looked back at him, suddenly remembering his soft touch as he’d explored the surface of her feathers before. She hoped her blush wasn’t obvious as she answered, “S-Sure.”
Tick Tock turned to the back of the TARDIS, heading deeper inside. Before following, Derpy hesitated for just a moment, glancing back at her somber Doctor.
Then, shaking her mane, she followed Tick Tock, leaving him alone with his thoughts.

Author's Notes:

So, as you may have noticed, I've been experimenting lately with my art style for this fanfic... Please feel free to leave feedback or tips in the comments! I'd also like to know: are you okay with the more stylistic art, or would you prefer I play it closer to canon? Next update will be up soon, and I hope to hear from you all then!

Chapter Five: Loose Threads in the Fabric of Spacetime

Author's Notes:

So I start my senior year of high school in two days... I'll be trying to stick to my usual update schedule, but a few chapters may need to go up temporarily illustration-free. (Side note - does anyone actually care for the illustrations?) At any rate, please enjoy the chapter!

“Doctor, what’s happening?” Derpy cried out, falling against the metal railing. A shot of pain coursed through her wing - while it had mostly recovered from the Cyberponies’ abuse, the muscles were still a bit sore. She quickly wrapped her forelegs around the railing as the floor bucked beneath her.
“We’ve hit a bit of turbulence!” the Doctor shouted back, desperately pressing buttons and twisting handles in a desperate attempt to bring the machine back under control. “Can you get over here? I could use some help!”
“I-I’ll try!” Derpy braced herself before finally letting go of the metal. Finding her balance was an odd, tricky thing to do when the floor moved like a boat caught in a hurricane. Ordinarily, she would have flown so as not to have to worry about it, but right now that wasn’t an option.
She heard a muffled bang from the back of the TARDIS. One of Tick Tock’s newest inventions must have fallen from the shaking. She hoped it hadn’t fallen on him.
“Derpy, quickly!” the Doctor yelled as a low groan filled the air - the ship was in bad shape.
Derpy crouched, keeping her center of gravity low as she swiftly crawled towards the TARDIS console. She nearly overbalanced once or twice, but finally, she made it to the console.
“Quick, hold down that button there!” The Doctor pointed to a large orange button, and Derpy reared onto her hind hooves to grab the console. Just as she got onto her back legs, however, a shower of sparks fell from overhead, and she flinched back, feeling herself losing her balance. With a yelp, she flared her wings. A small jolt of pain flashed through her side, but she managed to regain her balance and grabbed onto the console, pressing the orange button down.
“Can you reach the blue levers?” the Doctor called from the other side of the machine.
Derpy whipped her head around, searching desperately for the levers in question. Spotting them, she stretched her free foreleg as far as it would go and just barely managed to tip the levers into the “on” position.
Just as quickly as the bumping had begun, it suddenly ceased, leaving the TARDIS stiller than it had ever been before, at least as far as Derpy remembered.
“Phew!” The Doctor heaved a sigh of relief. “It was a close one, but it looks like we finally made it through the turbulence!”
Tick Tock stumbled into the main room. There appeared to be a few singed spots on his coat, Derpy noticed. He was also still not used to being in any kind of a moving vehicle at all, and the jostling had clearly left the stallion shaken.
“What happened?” he demanded.
“We hit some turbulence,” the Doctor explained, still pressing buttons and flipping switches. “It’s pretty rare, but it does happen. That one seemed pretty severe, though… I’m going to land here someplace familiar - just outside Ponyville should do - and try to figure out what caused that.” He slammed a lever home, and with a bit more shaking, the familiar sound of the TARDIS landing started up.
The Doctor smiled at Derpy and Tick Tock. “While I’m working, why don’t you visit Ponyville? It’s been a while since we could really just stop to sightsee some place, and I’m sure you’d like to visit your friends again, Derpy.”
Derpy smiled, recognizing the Doctor’s attempts to shoo his companions away so he could privately work with the TARDIS’ circuits - having Tick Tock watching over his shoulder always made him nervous - and agreed. “I think that’s a good idea.” She pushed open the blue doors and beckoned Tick Tock with her. For once, rather than trying to convince the Doctor to let him help, the unicorn was almost too eager to leave the vessel, following her without complaint as she exited.

*o*o*o*o*

“So I wonder when, exactly, we are,” Tick Tock commented as they reached Ponyville proper.
Derpy shrugged. “Hard to say, exactly. I’d guess at most a year since I left - doesn’t look like they’ve done Spring Wrap-Up yet, and the library’s still standing, so…”
“Spring Wrap-Up?” Tick Tock shot her a puzzled look.
Derpy nodded, smiling at the ginger stallion. “Yup! Ponyville was founded by Earth ponies, so as tradition, we manually change the season every winter, rather than using magic!”
“But… how do you deal with the weather?” Tick Tock questioned.
Derpy giggled. “Eheh… yeah, that’s the one exception. Earth ponies can’t exactly do anything about the clouds…”
“I see.” Tick Tock resumed looking ahead as he walked. “So this is your hometown - is there anything you’d like to do before we leave again?”
“Well, obviously, I still wanna do something to help the Doctor, even if we can’t help with the TARDIS,” Derpy pointed out. “I say we stop by the library and see if Twilight has any books on time - we might turn up some useful information.”
“Twilight?” Tick Tock asked.
“Twilight Sparkle, yup!” Derpy shot him a smile. “She’s a really smart unicorn - I bet you’ll like her!” More quietly, she muttered, “I just wish I’d gotten to know her better in this universe.”
Tick Tock blinked. “What?”
“Nothing.” The smile on Derpy’s face was all-too-innocent as she looked at the ginger unicorn. Then, with a giggle, she started trotting faster, making a beeline for the Golden Oak Library. “Come on!”

*o*o*o*o*

Derpy knocked on the front door of the tree-building. After a moment, the door swung open, a small purple dragon holding the handle. “Hi, Ditzy Doo!” he said cheerfully when he spotted her. “Who’s your new friend?”
“Oh!” Derpy had almost forgotten that only Carrot Top and her parents knew who the stallion was. “This is Tick Tock. He’s visiting from out-of-town!”
“Good to meet you, Tick Tock!” Spike nodded, and Tick Tock returned the gesture with a somewhat bemused look. “Hang on, I’ll go get Twilight. Come on in!” He left the door open and walked deeper into the library.
“She lives with a dragon?” Tick Tock quietly asked Derpy as they entered. “I thought Jot was the only dragon who lived with ponies.”
Derpy shrugged. “Well, before I started travelling with the Doctor, I thought the same of Spike.”
Suddenly, quick hoofsteps sounded on the stairs. “Sorry, Ditzy - I was a bit wrapped up in a really good book.” Upon reaching the ground floor, she turned to them with a smile. “You must be Tick Tock! Spike mentioned Derpy had brought an out-of-town friend.”
Tick Tock blinked, startled. “A-Are you… an alicorn?”

Twilight smiled sheepishly, fluffing her wings. “Heh, yeah. It’s a… pretty new development.”
Derpy cut in before Tick Tock could speak again. “You’ll have to excuse him - he’s from pretty far away, and they don’t usually get news promptly.”
“Really?” Twilight asked, curious. “Where are you from.”
“Nei-” Tick Tock caught himself. “Fort Neighers.”
“Really?” Twilight repeated, giving him an intrigued look. “All the way out in the swamp? That sounds dangerous.”
“Says the pony who lives right next to the Everfree Forest,” Derpy pointed out.
Twilight laughed. “You got me there. So, did you two need something?”
“Oh, yes!” Derpy exclaimed, suddenly remembering why they were there. “We were hoping you might have a book on time.”
“Time?” Twilight arched an eyebrow. “That’s a pretty broad topic. Do you mean time magic, the history of the study of time…?”
“O-Oh, um…” Derpy stammered, unsure of how to answer.
Tick Tock took over. “I think if you had any books about the history and development of time magic - beginning research and early time spells - it would be immensely helpful.”
“I see.” Twilight trotted over to a bookshelf, eyes scanning the titles as she asked, “So are you a clockworker? Time spells are pretty complex, so I’m guessing if you’re trying to learn about them, you need them for your line of work, and the gears would go with that.”
“Oh, no,” Tick Tock quickly explained. “I actually already know a fair bit about time spells, including how to cast a few. Mostly, I’m just interested in learning the historical component.”
“You can cast time spells?” Twilight shot him an impressed look as she used her magic to retrieve a book from her shelf. “Wow. You must be a pretty powerful spellcaster.”
Tick Tock shook his head. “Not particularly. I spent almost a year learning how to do it, and it was still a pretty basic spell.”
Twilight nodded, heading back over and offering the stallion the floating book. “Well, this should help you. The History of Time-Based Magic, by Jasmine Flower. Try to have it back within two weeks, all right?”
Tick Tock nodded as the magical aura surrounding the book shifted from pink to green. “We will. Thank you for your help, Your Highness.”
Twilight giggled nervously, a slight blush coloring her cheeks. “Please - Twilight is just fine.”
“I see,” Tick Tock responded, voice kind. “Well… thank you, Twilight.”
Derpy pushed the door open and held it for her friend, as his magic was otherwise occupied. She caught herself frowning as she stopped to wave goodbye to Twilight, and briefly wondered - why did she feel jealous?

*o*o*o*o*

Once outside the library, Derpy headed over to a bench near the main thoroughfare. Tick Tock watched silently as she climbed up on the bench before following suit. He settled the book between them, flipping open the cover. “So, any idea what, exactly, we’re looking for, here?”
“Well, to make that kind of turbulence in the TARDIS, it has to be a pretty powerful spell…” Derpy murmured, flipping a few pages aimlessly. “Only question is, who would’ve lived that would be powerful enough to do that?”
“Or who will live…” Tick Tock murmured.
Derpy glanced up, ears flicking back. “W-What?”
“Might be a unicorn in the future from now,” Tick Tock pointed out. “Who’s to say that the spell didn’t go backwards?”
“O-Oh.” Derpy seemed to almost visibly deflate. “I hadn’t thought of that…”
“Wait.” Tick Tock suddenly flipped to the back of the book, eyes running quickly down the index. Then, just as abruptly, he started flipping pages ahead again.
“What are you-” Derpy started to ask.
“There.” Tick Tock stopped turning the pages, pointing with his hoof to a specific passage.
“Huh?” Derpy leaned over to read.
In the seventh year of Celestia’s reign, her royal advisor, Star Swirl the Bearded, began research into the field of time magic, hoping to find a way to stop Discord’s reign from occurring before he could ever take control.
“Bad idea,” Derpy muttered. She’d suggested the same to the Doctor once, only to learn that the time in question was very much a fixed point, and nothing could be done.
Star Swirl’s first attempt at creating a time-travel spell was very unstable and began to create holes throughout all of time. He eventually managed to kill the spell and destroyed all of his research in order to prevent such an occurrence repeating itself. The story is only known as a cautionary tale to the curious magical experimenter, to justify time magic’s status as a forbidden kind.
“Forbidden?” Twilight hadn’t seemed to mind that Tick Tock knew how to cast them - but then again, she might have been thinking more about the educational aspect than the practical. Derpy glanced up at Tick Tock to find that he had been reading the book over her head, and their faces were only inches apart.

Blushing, Derpy quickly reared her head back, her vision going spotty as her eyes shifted further out to the sides, as they were apt to do when she was startled. When she focused again, she found Tick Tock’s gaze fixed on the pages, a faint blush showing through his orange fur. “Y-Yes, time magic is a technically forbidden subject, as it can be very dangerous when handled improperly. There’s a reason I spend several months researching before even attempting to cast the spell for my time bomb. Regardless, I think we may have found what we needed.”
“Yeah…” Derpy jumped down from the bench, turning to look back at Tick Tock as he did the same. “Let’s go find the Doctor and show him.”

*o*o*o*o*

“Well, there you two are!” the Doctor exclaimed as his companions re-entered the TARDIS. “I was about to come looking for you!”
“Have you found the source of the problem?” Tick Tock asked, shutting the door behind him.
“I believe so, yes!” The Doctor grinned at his companions. “I’ve set a course to the time and location I’ve isolated, so get ready for takeoff. And be prepared - this might be a bumpy ride.”
“Like it’s usually not?” Tick Tock muttered. Derpy shot the motion-sickness-prone stallion a sympathetic glance as they both got a firm grip on the railing. Then, with an “Avante!”, the Doctor yanked a handle on the console, and the TARDIS began to shake as the familiar sound of time travel filled everypony’s ears.
When the machine stopped moving, as usual, the Doctor was the first on his hooves and headed towards the door. “Come on, let’s go check things out!” He pushed the door open, his companions following him.
As soon as Derpy caught sight of the surroundings, she didn’t know whether to laugh or get angry. She finally settled for a sigh. “Of course we’re in the Everfree Forest.”
“You mentioned this place to Twilight earlier,” Tick Tock said, stepping out of the TARDIS beside her. “Do you find yourselves here often?”
“All the time,” Derpy answered with a shake of her head. “Weird things happen in this place. It’s kinda like the swamp you grew up in - you know, weather changes on its own, plants grow by themselves, et cetera…”
“I see.” Lifting his head, Tick Tock raised an eyebrow. “And I imagine that’s what we’re looking for?”
Ahead of them, apparently in midair, was an enormous… thing. It looked almost like a tear in fabric, except there was nothing around it. Inside this tear, there was an odd sort of throbbing black and blue light, twirling and flashing between both colors in odd intervals. All in all, it was a very unnatural and very frightening sight.
When the Doctor saw this, the joviality drained from his as his eyes widened. “Oh, dear.”
Tick Tock took a few steps closer to the thing, sliding his goggles into place for a better look. “What exactly is this, Doctor?”
“That would be the Time Vortex,” the Doctor said. His voice had dropped at least half an octave, as it only did when he was very serious. “The presence of that gash can only mean one thing: time and space itself is being damaged.”
“I wonder if it has anything to do with Star Swirl,” Derpy murmured.
“With who?” The Doctor didn’t look at her as he asked, instead retrieving his sonic screwdriver from his pocket.
Tick Tock turned, opening his mouth to answer, as the Doctor activated the screwdriver. Almost immediately, a horrendous noise filled the air, like the sound of the universe ripping apart, and a strong wind kicked up in the area, heading straight towards the tear.
“Doctor, what’s going on?” Derpy cried, staggering back with great difficulty. Her instincts were screaming at her to get as far away from that thing as she could as she fixed her wild eyes on the Doctor.
He was struggling to back away, too, just beside her. “My attempts to scan the time-wound may have triggered it to close, taking anything nearby with it.”
“Anything nearby?” Derpy asked. Her eyes widened as the realization struck, and she whipped her head around. “Tick Tock!”
The other pony, much closer to the tear, was braced against the strong wind, attempting to use his magic to hold still. Derpy attempted to race towards him, and he twisted his head around to stare at her, eyes wide with fear. “Stop!”

The urgency in her voice made her freeze, but his concentration was broken. The spell holding him in place flickered out, and with a yelp, Tick Tock was pulled forward, off his hooves, and tumbled into the Time Vortex.
“No!” Derpy screamed. She attempted to lunge forward, only to be abruptly stopped. The Doctor had caught her tail in his teeth and was stopping her from approaching the rip, a clear warning in his eyes. Don’t.
Either way, it was too late. The tear was already shrinking. Finally, with a pop, it collapsed completely in on itself, leaving the two ponies standing in the clearing alone.

Chapter Six: When You're Gone

When he was sure that she wouldn’t bolt, the Doctor released his grip on Derpy’s tail. She didn’t speak, continuing to stare ahead at the empty air where the hole in time had been.
“Derpy…”
Her ear flickered slightly at the sound of her nickname, but she didn’t otherwise move. Then, suddenly, she sat down, continuing to stare ahead of her as she processed the disappearance of her friend.
The Doctor approached, sitting down beside her. “Derpy- no. Ditzy Doo, I am so very sorry. I swear to you, I had no idea it would be this risky.”
Derpy didn’t answer. Her mane was hanging in her face - he couldn’t see her eyes.

He placed a hoof on her shoulder. “Look, I know how hard this is. I’ve lost companions before. It never does get any easier.” He took a deep breath. “But I-”
Suddenly, Derpy was on her hooves again. Turning, she brushed past the Doctor and headed straight for the doors of the TARDIS, a determined look in her eyes.
“Derpy, where are you going?” the Doctor questioned, standing to follow as she entered the TARDIS. She grabbed the book she and Tick Tock had brought with them, propping it against the console and quickly flipping through the pages. “I think it was page 38…” she muttered. Suddenly she beckoned him over, indicating the page. “Here, take a look at this.”
The Doctor looked over her shoulder. “‘Star Swirl the Bearded’?”
“He was a very powerful unicorn magician,” Derpy explained. “When you told Tick Tock and I to go visit Ponyville while you fixed the TARDIS, we wanted to find some way to help, so we stopped by the library to get a book about the history of time magic.”
“And you found a story of a great unicorn magician who tried to cast a time-related spell and wound up losing control! Oh, Derpy, that’s brilliant!” The Doctor beamed at the gray mare beside him, and she smiled. “Thank you, Doctor.”
The Doctor shot another quick glance at the page - his version of examining the story closely. “Looks like we’re due for a trip to the past. Canterlot, seventh year of Celestia’s reign, here we come!” He twisted a knob, and the TARDIS took off.
“Wait!” Derpy cried, grabbing the edge of the console and hanging on for dear life. “How do we know what day to go to?”
“Why, my dear companion, haven’t you noticed?” The Doctor gave her a crazed grin. “The TARDIS always takes us to exactly when we’re needed!”

*o*o*o*o*

Derpy exited the parked TARDIS to find that the Doctor’s predictions were true. Magical energy was flashing from the top of one of the towers in Celestia’s castle, and she could faintly see a blue glow akin to the one that she’d spotted inside the Time Vortex just before it sucked Tick Tock in and closed.
Tick Tock. With any luck, he’d be here, having come out on the other side of the spell unharmed. She assumed he’d be alive.
She hoped he’d be alive.
The Doctor had already run off, and was now talking to one of the royal guards. “Oh come on, I already showed you my credentials, what more do you want?” she heard him demanding as she trotted over. “I need to get to the top of that tower!”
“Apologies, sir,” the guard answered stoutly, “but we cannot allow you to get any closer to that tower than you already have. It is too dangerous for anypony to approach!”
“But I-” the Doctor began to protest.
Derpy answered loudly over him. “Thank you for your assistance, sir.” Taking the Doctor by the foreleg, she dragged him away.
The Doctor spluttered. “Wha- but- Derpy, you can’t be serious! We can’t just ignore that!”
“Of course not, Doctor!” Derpy hissed, checking back over her shoulder. Once she and the Doctor were a safe distance away, she turned back to him. “Okay, so we need an alternate plan of how to get to the top.”
“I’d suggest sneaking in, but there are guards posted right at the doors,” the Doctor agreed. “Especially with two of us trying to get in, it won’t be easy.”
“You can send messages to the psychic paper, right?” Derpy asked suddenly.
Startled by the sudden change of topic, the Doctor blinked. “Erm- yes. Why?”
Derpy smiled. “Just trust me. We can both easily sneak in. Now, I just need a distraction…”

*o*o*o*o*

A bloodcurdling scream pierced the air. Immediately, all four of the present guards’ heads whipped around to see where the noise had come from. Then they all shared a glance. One looked at a friend and jerked his head, and the two departed to investigate, leaving the other two behind.
Two ponies still guarding the entrance. There went that option.
Derpy opened her wings, tentatively stretching the injured one. It still twinged, very sore. Flying on it now would only aggravate it further. Ordinarily, she’d have stayed ground-bound for at least another day or two.
Too bad she didn’t have that option.
She waited until one of the guards, patrolling the grounds, rounded the tower and disappeared from sight. Then she took to the air. Her wing protested, but she ignored it, steadily climbing higher. Once she was high enough in the air, she could approach the tower - the guard at the door was not watching overhead. She could get in unseen.
One league in the air. Two. Once she reached four, she’d head in.
A sudden gust of wind blew, pressing her wing in an uncomfortable way. She bit back a squeal of pain and bobbed in place, nearly falling from the air before catching herself.
Had she given herself away?
She risked a glance to the ground and was relieved to see the guard still totally oblivious. Good. She just had to hurry before his friend came back.
Three leagues. Four. She stopped flapping her wings, spreading them wide to soar, and darted forward.
“Hey, you! Halt!”
Too little, too late. She was already in.

*o*o*o*o*

Okay, so she might not have been fully prepared for what she’d find inside.
The bearded blue unicorn was standing in the middle of the room. A strong wind was blowing, items in the room being blown around. His horn was glowing with a pale blue energy, and all around him, holes just like the one they’d seen in the Everfree Forest were rapidly opening and closing, only to be replaced by new ones. The stallion seemed to be forcing the wounds to close just as soon as they opened - how much magic would that take? Apparently, entirely too much - Star Swirl’s legs were beginning to shake with the effort of keeping the spell from destroying his surroundings.

He spotted her. “What are you doing here?!” he shouted. “It’s not safe!”
His concentration had only slipped for a second as he spoke to her, but it was enough time for a massive tear to appear. He immediately redoubled his efforts, forcing the cavernous maw closed once more.
“I’m here to help!” Derpy shouted back.
Star Swirl was already shaking his head. “It’s too dangerous! I cannot allow a pony such as yourself to place herself in such danger!”
As he bravely combatted the out-of-control spell, Derpy desperately raised a hoof, eyes fixed upon the perception tape she’d attached to the side of her foreleg. Any time now, Doctor!
“Look out!”
Derpy glanced up just in time to see a book sailing towards her head. With a scream, she dropped to the floor, and it shot by with an audible whoosh. She didn’t know how much longer she could stay up in the tower without being maimed.
She checked her hoof one more time… and was relieved to see words appearing. Open the door!
Had he snuck past the guard? What kind of distraction had he orchestrated?
Derpy stood, ignoring the strong breeze buffeting her. Immeasurable time on the TARDIS had given her balance skills she’d never thought possible, and as she swiftly made her way across the room, the only thought on her mind was to watch for flying inkwells.
“What are you doing?!” Star Swirl shouted as she reached the door. Grabbing the handle with both hooves, she hauled it open to find the guard who’d been patrolling before in the stairs. “Halt, intruder!”
“Oh, horseapples,” Derpy cursed.
Suddenly, a familiar voice cried, “Coming through!” The Doctor sprinted up the stairs, pushing past the guard and darting into the room. Before the guard even had time to speak, he’d already slammed the door shut once more.
Turning, the Doctor gave his trademark bizarre grin to the befuddled stallion within. “Hello! You must be Star Swirl. I’m the Doctor, but-”
“Doctor Who?!” spluttered Star Swirl, his momentary confusion distracting him and allowing an even larger hole to appear.
“None of that, now.” The Doctor pointed his sonic screwdriver and gave it a short buzz, and the hole immediately unraveled and disappeared. While Star Swirl glanced behind him, surprised, the Doctor began fiddling with the screwdriver. “Now, I believe Tick Tock told me that magic produced different sounds depending on the aptitude of the caster, so-”
“Watch out, Doctor!” Derpy tackled the brown Earth pony as, with a groan, the wooden desk itself was picked up by the wind and flung across the room. The screwdriver flew from the Doctor’s grip, landing on the other side of tower and rolling to a stop.
“My sonic!” The Doctor clambered to his hooves, breaking into a run. The breeze, meanwhile, began rolling the sonic screwdriver again, this time closer and closer to the edge of the tower. Derpy took off, following him.
The screwdriver had just rolled off the edge when the Doctor snagged the device from midair. “Gotcha!”
The wind blew strongly against him, buffeting him, and suddenly he found himself tipping forward, losing his grip on the cobblestone floor. Just before he lost his balance too far to recover it, something tugged him back, and he twisted his head to see Derpy grabbing his tail in her teeth and pulling him back. A grin spread across his face. “Thanks for the assist, Derpy!”
Derpy smiled as she spat out the end of his tail. “Just returning the favor!”
The Doctor turned back to face Star Swirl, who had now thoroughly given up on them and returned his full attention to fighting the spell. The Earth pony cocked an ear, listening intently to the sound of the other stallion’s magic before fiddling with his screwdriver. “Cover your ears,” he advised Derpy, who quickly did so.
A mechanical whirr filled the air, just one pitch above Star Swirl’s magic. The resulting dissonance was jarring, and Derpy was glad to have the sound muffled, at least for her.
More importantly, the blue aura surrounding Star Swirl’s horn began to flicker in response. The Doctor upped the volume a bit more, and with a flash, the magic ceased. Immediately, with no source of energy to power themselves with, the rips in time closed off - this time, for good.
“What?” Star Swirl gasped, staring, first at the sky, then at the Doctor. “But- how-”
“Oh, simple, really,” the Doctor answered in that cocksure way that sometimes bothered Derpy. “As I’m sure a studied mage of yourself is already aware, magic has an auditory component, which is why it generates a sound. Create a strong enough dissonance, and both will eventually counter one another out. That can help you win magic duels, too, by the way.” The Doctor winked. “Know how to pick your battles, friend.”
Star Swirl only stared, too flabbergasted to speak.
“Um, Star Swirl, sir?” Derpy broke in. When the stallion’s violet eyes flicked over to her, she continued, “I-It’s just, well… do you know what happened to anything that fell into those holes? One of our friends got sucked inside one, and…”
A regretful expression crossed the unicorn’s face. “I am sorry, my little pony, but I am afraid I cannot help you there. The spell was intended to allow a pony to travel through time, but I had no control over where they appeared, or what destination they led to.”
“But he’s out there?” Derpy asked, a hope kindling inside her.
Star Swirl nodded. “Yes - this ‘friend’ you spoke of should be alive and well, wherever and whenever he is.”
Derpy turned to the Doctor to find him already shaking his head. “I’m sorry, Derpy, but there’s no way to tell where he might have wound up. We might not be able to find him.”
“What about the time on Each-Uisge?” Derpy demanded. “You were able to use me as the anchor point to bring the TARDIS back, weren’t you?”
The Doctor sighed. “That was a long stretch as it was, and you’ve been traveling with me a lot longer than-” Suddenly, he stopped, eyes wide. “But wait… maybe if I… yes, I’d just have to… Oh, Ditzy Doo, you are on a roll today!” Grabbing Derpy by the cheeks, he tilted her head down and popped a kiss between her ears, much to her surprise. “A-Ah!”
Suddenly, the door swung open, revealing all four guards standing in the crowded stairway outside the tower room.
“And now, I think it would be best if we took our leave,” the Doctor said quickly, holding his screwdriver aloft once more. Three quick buzzes, and the sound Derpy had grown to love surrounded them, a breeze stirring up the pages nearby again. Swinging the doors of his favorite blue box open, the Doctor waved goodbye to the stunned ponies outside. “Avante!”

*o*o*o*o*

The TARDIS had hardly touched down when Derpy was off like a rocket, streaking past the doors so quickly, the Doctor could have sworn she left a faint fog in her trail. She stood in the middle of the main street, gazing around desperately. The TARDIS had tracked the remnants of the spell, combined with Tick Tock’s signature, and tracked him here and now. The only question was, where in the town was he?
She didn’t spot any familiar figures immediately and quickly approached a townspony. “Excuse me!”
The pony turned, a puzzled but polite expression on her face. “Yes? Can I help you?”
“I’m looking for a friend,” Derpy explained. “He’s an orange unicorn with a red mane, and he always has a pair of green goggles. Have you seen him?”
Recognition lit up the mare’s green eyes. “Oh, yes, I have! Tick Tock, right? He just appeared outside the town without an explanation. I think he’s at the town hall now, trying to get everything sorted out.”
Relief hit Derpy like a tidal wave. He was alive! Somewhere in this town, Tick Tock was alive and safe! “Thank you!” She darted away again, before the mare could answer.
The town hall wasn’t hard to find. After all, it was the largest building in the town, and right smack in the middle. She cantered towards it just in time for the door to open, and a familiar figure to emerge.
“Tick Tock!”
Derpy nearly bowled him over, throwing her forelegs tightly around him. “U-Um, Derpy?” Tick Tock’s voice was muffled - she was hugging him so that his muzzle was buried in her shoulder.
“Tick Tock, I’m so glad we found you!” For once, Derpy didn’t even try to stop the tears in her eyes. He was okay, and so was she.

Intermission One: Tick Tock's Goggles

Author's Notes:

Welcome to the first intermission chapter! These chapters will herald the end of an arc. They are short, un-illustrated, and simply share headcanons that may or may not come into play in the story. Please enjoy!

“Lightwing!”
The young pegasus’ head snapped up when he heard a familiar voice call his name. Captain Charm Blitz, an older unicorn, stood in front of him. He quickly saluted. “Yes, ma’am?”
She cracked a smile. “Nice work today, kid,” she told him. “Keep going like that, you’ll outrank me in no time.”
“I’m sure you’re overstating, ma’am,” Lightwing replied humbly, but inside he was glowing. “I’m just doing my best for all the ponies out here.”
Before she could answer, a light flashed a few buildings down, accompanied by a loud crash and a rumbling in the ground. While other ponies glanced around, startled, Lightwing groaned, bringing a hoof to his face. “I just wish I could say the same for my hopeless brother…”

*o*o*o*o*

“Another explosion? Really?”
“Nice going, genius.”
“Don’t worry, guys, with Cuckoo Clock on our side, there’s no way the monsters will win.”
Lightwing shoved through the crowd, the sarcastic comments of the other ponies only fueling his anger. Not only was Tick Tock weakening their fighting force, he was humiliating their whole family!
He pushed to the front to find a smoking hole in the side of Tick Tock’s workshop, the colt inside dazed and faintly singed. “Oh, great,” he snarled, vitriol filling his tone. “What did you destroy this-”
The insults died in his throat when his brother turned to look at him.
Where Tick Tock’s left eye should have been, there was nothing but blood.
For a second, Lightwing stared, horrified. His shock wasn’t broken until Tick Tock cocked an eyebrow (as well as he could) in confusion. “Is something wrong, Lightwing?”
He couldn’t feel it. He couldn’t feel his face well enough to know that he just lost an eye.
Lightwing wheeled, turning to the ponies gathered behind him. “Somepony get Nurse Shamrock!” he shouted, desperation filling his tone. “Hurry!”
Not a single pony moved.
Grinding his teeth in anger, Lightwing took off like a rocket. Shooting overhead, he promised himself that if Tick Tock never saw out of that eye again, he would rise through the ranks and make all those ponies pay.

*o*o*o*o*

In the end, it turned out that Tick Tock had not damaged his eye at all - merely gotten a gash above it. Nurse Shamrock had offered him some of their limited supply of anesthetic, but Tick Tock had refused, claiming that “it wouldn’t matter”. And he was right - even as she was putting eleven stitches above his eye, in some of the thinnest skin of his face, he never once flinched.
There was something terrifying in watching that, Lightwing decided.
Once he returned from the medical wing, General Lionheart gave Tick Tock a lecture the likes of which he’d never received, as well as the harshest punishment he’d ever doled out to the young unicorn - two days grounded from his workshop. Anything more, and they’d learned that Tick Tock would start destroying useful objects in order to fiddle with their parts.
Lightwing left the house as soon as Tick Tock retreated to his bedroom. He might fight with his brother all the time, but knowing how close the other colt had come to being seriously hurt that day unsettled him. What if it happened again?
The traders would be coming to town that day, only a few hours from then. He’d been saving for months to buy some real food. He tried to distract himself with that.

*o*o*o*o*

The next evening, Tick Tock dragged himself out of bed - a lengthy process even on the best of days, when he had a day full of tinkering to look forward too. Already his mind was ticking, churning out new ideas. In his short life, he’d experienced no greater torment than being unable to create the things he thought up. His father knew this, which is why being grounded from his workshop was rare.
Eventually, he made it onto all four hooves. He headed to the door, swung it open with his magic - and stopped short.
There, on the floor in front of him, lay a pair of bright green goggles. He’d never seen anything like them around the town before - there was no way they’d ever stock up on something with so little tactical use. Besides, these were too bright, too clean. Too new to have been in Neighers long.
Hesitant to claim something that might not be his, he carried them in a cloud of sparkling green magic into the kitchen, hoping to ask his father if he knew anything about them.
Lionheart wasn’t there. Neither was Jot, the only one likely to know where he was at any given moment. But Lightwing was, sitting at the table and eating a bowl of cold mushroom stew for breakfast, and suddenly Tick Tock understood.
He’d never tell Lightwing how much the gift meant to him. He’d never let his brother know how much it shocked him and warmed his heart to know that, even after all his mistakes, the pegasus still cared. It was clear by the way that Lightwing wouldn’t look at him that it wasn’t something that he wanted to discuss. But, as Tick Tock settled his new eyewear about his neck, he made a silent vow to both that, if possible, he would never take them off. Their weight was a new experience, but he found it reassuring. It reminded him of the days when his brother fought against his bullies, not with them. It made him feel safe.

Chapter Seven: Interplanetary War

The night was calm. Peaceful. Small creatures rustled through the foliage of the forest as a nighttime bird began a beautiful aria. Aside from these animal sounds, the scene was quiet.
This quiet was abruptly shattered by an odd sound. VWORP! VWORP! VWORP!
Any nearby animals were startled into fleeing into the underbrush as a large blue box appeared between two trees. Eventually, with a thud, it solidified on the forest floor.
The Doctor burst out, already talking at a hundred miles a minute. “Here we are! Yoskuatera, home of the legendary Yoskuateran Meteor Shower! Thousands of falling stars every single night!”
“Doctor, we’re in the middle of a rather dense forest,” Tick Tock pointed out, mildly annoyed. “We can’t see those ‘thousands of falling stars’.”
“Ah, now patience, my good pony!” The Doctor grinned at Tick Tock and Derpy, who was closing the doors of the TARDIS. “Avante!” He bounded off, and with a shared look and a frustrated sigh from Tick Tock, the companions followed suit.
He was waiting rather impatiently beside a large clearing. “What are you waiting for, slowpokes? Don’t you want to see?”
“Doctor…” Derpy grumbled affectionately. Before she could reprimand him any further, he quickly turned, leading the way into the clearing.
Upon following, Derpy froze, staring at the sky. “Wow…”
The Doctor hadn’t been kidding about those falling stars. The night sky was filled with moving points of light, flashing across the sky almost too quickly to even process.

“Completely fascinating,” Tick Tock whispered beside her, prompting a smile out of the mare. She was quickly becoming accustomed to hearing that word.
“See?” the Doctor asked proudly. “I told you - best meteor shower you’ll ever see in your life.”
“And it’s really a nightly thing?” Derpy responded, eyes still not straying from the sky. Tick Tock looked at her and saw the brilliant light of the falling stars reflected in her wide golden eyes, lighting them up. He then awkwardly glanced away and back to the sky, blushing slightly.
“Yup,” the Doctor confirmed. “In my old universe, when the aliens I spent the most time with discovered how beautiful this planet was, they colonized it immediately. It became well-known as one of leisure planet, set apart from the others by the way that it was not particularly technologically advanced. I wonder what ponies will do when they get here?”
“What year will they arrive?” Tick Tock inquired, shooting a glance at the Doctor.
“Year 2159 of Celestia’s Reign,” the Doctor answered confidently. “Not for another 67 years. For now, we’re the only sentient life-forms on this planet.”
“Then… what’s that sound?” Derpy asked. The stallions looked over to find that she was no longer gazing at the sky, but now had her gaze fixed to some trees on her right.
“Probably a native night creature,” the Doctor answered, somewhat dismissively.
That was when a black-coated Earth pony appeared. Her dark green eyes drilled into theirs. “Who are you, and what are you doing here?” she demanded.
“Or maybe they’re here right now…”

*o*o*o*o*

The mare led them through the thick forest, hacking aside underbrush in their way with some sort of weird metal tool. Derpy had never seen anything like it before in her life, though Tick Tock and the Doctor both recognized it as a “machete”.
She was confused. This pony, whoever she was, was treating the three as though they were hostile. It was almost like she expected anypony she wasn’t familiar with to attack her! It reminded Derpy - somewhat uncomfortably - of the look on Tick Tock’s face when they crashed in his workshop back in Neighers. Almost like this mare was living her life surrounded by fighting, too…
“You look nervous.” Derpy glanced up to find Tick Tock looking at her, keeping his voice low as he spoke. “Is something wrong?”
“I don’t know,” Derpy whispered back, shooting a glance at the mare as the Doctor trotted merrily beside her, carrying on a one-sided conversation and annoying the heck out of her. “I just don’t like the way she seems kind of… afraid of us.”
“I agree,” Tick Tock said. “She seems to believe that anypony she doesn’t know may be out to harm her.”
“But why would she think that?” Derpy asked, looking back to him.
His gaze was hard as he spoke, confirming her worst fears. “We may have stumbled across a war zone.”

A war zone. Like Neighers. Derpy had been in more than enough war zones for one lifetime.
“There!” cried the mare triumphantly, catching the attention of the ponies with her. She’d whacked a branch away to reveal one of the most depressing sights Derpy had ever seen - a small, walled-off village with cobbled-together fortifications protecting it from outside attacks.
Yup. Just like Neighers.

*o*o*o*o*

“So.”
The mare - turned out her name was Obsidian Sun - had brought them before the general of the encampment, a sky-blue unicorn stallion called Ocean Waves. His steel-gray eyes drilled them. “You want us to believe that you just happened to get past our defenses and land on this planet with nopony noticing?”
“Well, that mare noticed,” the Doctor pointed out, pointing at Obsidian Sun.
Ocean Waves’ eyes narrowed. “Very funny, ‘Doctor’, but we have a careful eye on the sky. We have to, after all. This is a planet at war.”
Derpy heard Tick Tock mutter a curse beneath his breath. She glanced uneasily and him and froze.
Over the time that Tick Tock had been travelling with them, Derpy had grown accustomed to the stallion’s ways. She’d gotten used to hearing the term “fascinating” and variations thereof. She’d learned to smile at the sound of his familiar ticking. She’d become an expert at picking up on the few physical cues he could give to understand his emotions at a glance.
Now, though, the stallion she’d gotten used to was gone. The expression on his face was one she recognized only from the time the Doctor had faced Terror. It was cold, distant, calculating. It was a look that made her believe a pony was capable of killing.
It was this thought that finally brought to her attention something she’d never even considered since Tick Tock had started travelling with them, something that startled her:
Tick Tock had killed before.
He didn’t even notice her scrutiny of his face, gaze focused on Ocean Wave as he spoke up. “Who are you fighting against?”
Ocean Wave shook his mane in annoyance. “It’s the Kaygawans.”
“Kaygawans?” the Doctor demanded, shocked. “But the Kaygawans have been nothing but a completely peaceful race! I have never known them to engage in war with anybo- err, anypony!”
“Then perhaps,” Ocean Wave answered coldly, “you have not known the Kaygawans at all.”
“What exactly are Kaygawans?” Tick Tock asked. His voice lacked curiosity. He wasn’t intrigued to learn - he wanted to know what they were up against. It was a startling change.
“They’re a race of somewhat pony-esque aliens,” the Doctor explained. “They’re larger than your average pony, can tolerate much colder temperatures, and most have an extra pair of eyes and limbs.”
Derpy was initially repulsed by the description, until part sank in. “Pony-esque? Are they of pony intelligence?”
Ocean Wave snorted. “If they were dumb beasts, they wouldn’t be able to declare war, now would they?”
“You’d be surprised,” Tick Tock muttered darkly.
Derpy tried to ignore him, turning to the Doctor with a forced smile. “That’s great, Doctor! That means that everypony can negotiate, right?”
The Doctor smiled back. “Yes, of course, Derpy.” But she had seen the shadow that passed over his face. He didn’t think that they could negotiate.
She wouldn’t give up that easily. “Surely we can compromise.” Derpy turned back to Ocean Wave. “Why are you fighting? I bet it’s all a giant misunderstanding!”
Ocean Wave looked at her coldly. “Unlikely. One of their ships bombed our innocent colony! We were forced to counterstrike.”
“Oh.” Derpy deflated slightly.
“Counterstrike how, exactly?” Tick Tock inquired.
“Simple,” answered Ocean Wave. “We launched a rocket at their planet in return. We’ve been at war ever since.”
Tick Tock gave the other unicorn a mildly confused look. “A rocket?”
“Wait a second!” Derpy’s voice was suddenly chipper again inspiration struck. “Did you ever meet the pilots of the bomber ships?”
“What?” Ocean Wave blinked at her. “Of course not - they returned to their own planet before we were able to identify them.”
“Maybe it was an accident!” Derpy declared. “Maybe somepony hit the wrong button and accidentally dropped the bombs. They might have run away ‘cause they were scared to tell you!”
“A-An accident?” Ocean Wave spluttered. “Miss, you do understand that ponies lost their lives with the bombing?”
“And haven’t more lost their lives fighting?” Derpy countered. “Do you really want to fight and lose more ponies over an accident?”
Ocean Wave gave her an uncomfortable look. “Erm…”
“It’s at least worth checking out,” she said, looking towards the Earth pony standing behind her. “Right, Doctor?”
The Doctor gave her an uneasy smile. “Right, Derpy.” He didn’t sound convinced, but Derpy was sure. Ponies were peaceful, and according to him, so were Kaygawans. There had to be a misunderstanding somewhere if they were at war.

*o*o*o*o*

It was decided that their arrival on Kaygawa would seem far less suspicious if they were to arrive in the TARDIS, rather than a Yoskuateran spacecraft, so the trio departed from the base they had been brought to, making their way towards their ship.
“Derpy.” The mare looked up at the sound of her nickname and saw Tick Tock watching her with a careful expression on his face. “I’m sorry, but you must know - there is a chance, however slim, that this is not an accident. We may not be able to resolve this without conflict.”
Derpy’s ears drooped slightly. “I-I know,” she confessed. “It’s just… in Equestria, I’ve never encountered a problem yet that I couldn’t solve by talking… I just want to believe it would be the same out here.”
Tick Tock blew out a breath. She’d expected him to be frustrated, or exasperated, but he didn’t sound that way. He just sounded… tired. “Unfortunately, some problems can’t be.”
Tired. Just like everypony in Neighers had seemed.
Tick Tock had changed a lot since she’d met him. He’d slowly grown to be a little more open, a little more emotional. He’d learned to like hugs, and had even shared with her how he got his name.
Derpy didn’t like seeing him regressing back to his old Neighers self.
The Doctor seemed to sense it, too, as he flashed one of his not-quite smiles. “But we can’t know until we try, eh? Maybe this one can be!” With just a little too much brightness and positivity, he bounded forward, through the trees, only to stop short.
Four vaguely pony-esque creatures were surrounding the TARDIS. They were taller than most and incredibly bony, with enormous, slanted eyes with no sclera and elongated ears. There was no doubt about it - these creatures were Kaygawan spies.
“Hey!” the Doctor cried out indignantly. “That’s my ship!”
Immediately, four sets of eyes turned upon him and his companions with all the coldness of a winter blizzard.

The Doctor shrank back slightly. “Oh, dear…”

Chapter Eight: Gone Too Far

Okay, so that could have gone better.
The three Kaygawans they’d encountered near the TARDIS had been spies. Upon meeting the three ponies, they immediately assumed that the TARDIS was some kind of newly developed superweapon to be used in the fight against them. Unwilling to listen when the Doctor attempted to explain, they’d decided to take them all into custody.
“You can’t do this!” the Doctor shouted angrily through the bars of the cell they were being kept in. “We have nothing to do with any of this! We wanted to help!”
The guards simply ignored the Doctor’s yelling, instead choosing to walk away, leaving only one guard behind to watch the door.
With a frustrated grunt, the Doctor slammed a hoof into the bars. “Horse apples!”

Derpy sat quietly further back, watching with a forlorn expression. She hadn’t wanted to consider that she might be wrong, but it looked like she didn’t have a choice.
“Still think we can find a peaceful solution?”
Tick Tock’s voice wasn’t harsh, but the mare still flinched slightly. She sighed. “No…”
Tick Tock sat down beside her, watching the Doctor as he tried to get the guard’s attention. “Unfortunately, this isn’t Ponyville. There might be fighting ahead, and there’s nothing we could do to avoid it.”
Derpy nodded, gaze on the ground. Then, glancing at the unicorn from under her mane, she asked quietly, “Hey… are you all right?”
“Me?” Tick Tock blinked, startled. “I’m fine. Why do you ask?”
“You seem… different,” Derpy explained. “Ever since we came to Yoskuatera, you’ve been quiet.”
Tick Tock’s gaze seemed to harden and soften all at once, in an odd way that she’d never seen before. “It’s because of the fighting,” he answered, and her eyes widened. His voice lacked the usual warmth it held when he spoke to her, sounding almost mechanical now, like it wasn’t really coming from him. “If you’ve ever been in a war, it doesn’t matter how long it’s been since the last fight you were in - the soldier’s mindset you were taught is always just below the surface.”
“Yikes,” Derpy commented quietly. Tick Tock didn’t react, gaze far away. She wasn’t even sure he’d heard her.
“Prisoner.” Both ponies raised their heads at a new voice. One of the aliens who had captured them - the one with the gold coat - stood outside their cell, staring the Doctor straight in the face with a cold expression. “What do you want?”
The Doctor surged against the bars of the cell, face dark with anger. “I want you to listen to me! We’re not Yoskuateran soldiers!”
“An interesting claim,” said the pony-thing, in a voice that implied he didn’t find it very interesting at all. “Can you prove it?”
“Yes!” the Doctor snapped. “The TARDIS isn’t a weapon, it’s a ship! It’s my ship - the one we used to get to this planet! We’re not here to fight, we’re here to help make peace! And if you’d let me go back to my TARDIS, I could show you-”
“And risk you lying to us?” the creature asked, raising an eyebrow. “Come now, ‘Doctor’. You must know that that would be a dumb idea. We have no guarantee you’re telling the truth about the device - you could just want to destroy us with it!”
The Doctor groaned. “Oh, you are just so suspicious of everypony!”

“I wouldn’t recommend continuing to argue, Doctor,” Tick Tock interrupted. “It’s clear that this… being isn’t going to listen.”
“Yes, listen to the smart pony,” the gold-coated stallion said, voice patronizing. “Quit wasting everybody’s time.” With that, he turned and trotted away down the hall.
The Doctor ground his teeth. “Why, these-”
“I thought you said the Kaygawans were nice, Doctor,” Derpy piped up, a look of confusion on her face.

“In my universe, they were,” the Doctor answered bitterly, shooting one last glare over his shoulder at the guard as he turned to face them. “Looks like things are different here.”
Tick Tock rose to his hooves, jerking his head to beckon the Doctor closer. Lowering his voice, he began to speak rapidly. “There is only one guard at the door to the cell, and two war-trained ponies in the room. If you can use the sonic screwdriver to spring the lock on the door, I believe we could take him.”
The Doctor sighed. “I’d hoped it wouldn’t come to violence… but I suppose we have no other choice.”
“We’re on another planet, with no idea of where they’ve taken the TARDIS,” Derpy pointed out in a whisper. “How do we get out of here?”
“It’s likely that they’re currently running tests on the TARDIS, trying to determine its nature,” Tick Tock answered. “After all, they didn’t seem to believe us that it’s not a weapon.”
“Then we’ll have to find a way to get it back,” the Doctor answered. “The doors are pretty sturdy - if we run, we can probably make it in before they can launch an attack at us.”
Derpy gave a small, worried look to Tick Tock. Would he be able to run fast enough? His face betrayed no nervousness, only that frightening determination.
“The testing room for weapons should be on the other side of the complex,” he said. “It’s unlikely they would put such a dangerous room so close to the prisoners.”
“Then is everypony ready?” the Doctor asked. Tick Tock gave a firm nod, and Derpy gave a more uncertain version of the same. The Doctor gave them a grim look. “Avante.”
He whirled, yanking the screwdriver out of his pocket and turning it on it one fluid motion. With a loud click, the door popped open, startling the unicorn outside of the door. “Hey-”
Before he could say another word, a burst of green energy threw him into the opposite wall. With a thud and a grunt, he slid to the floor, dazed.
“Hurry!” Tick Tock shouted back over his shoulder. Immediately, the two stallions pounded out the door, rushing past the crumpled form of the guard. Derpy followed in the air, whispering a quick “Sorry!” to the poor alien.
“We don’t have much time,” the Doctor said quickly as they rushed down the corridor. “That guard’s going to recover, and he’s going to sound the alarm. We’ve got to get there before they realize we’re out!”
Tick Tock nodded, but Derpy was distracted. Something odd had caught her eye, and she stopped to watch.
The gold-coated pony from before was standing outside a door at the end of a side hallway. He looked rather shifty, glancing from side to side as if making sure nopony was watching. Thankfully, he didn’t spot her before ducking into the room.
Derpy hesitated. The Doctor had said their time was limited, and nothing had ever gone well before when she wandered off. But there was something suspicious about that pony, and she couldn’t ignore it.
“I’m sorry, Doctor,” she whispered, and darted down the side corridor.

*o*o*o*o*

She cracked open the door just slightly, peering through. The pony-like thing was sitting at a desk, muttering to himself as he wrote something on a piece of parchment. His movements were harsh and erratic - he probably had terrible penmanship. She strained to hear what he was saying.
“...three are nothing but a huge spanner in the works… here for peace… better find a way…”
Suddenly, with a snap, the end of his quill broke off. Cursing loudly, he threw down the feathery tool and stalked through a door in the back of the room.
Heart thudding loudly in her chest, Derpy pushed the door open further. She edged into the room, landing nervously beside the desk and lifting one of the pieces of parchment. Her eyes widened.
“Is somepony there?”
She barely managed to stop herself from screaming. She darted into the air and back into the hall, vanishing from the room with the document just before the pony - Flinar, according to the writing - saw her.

*o*o*o*o*

Derpy felt like she could barely breathe. What if he noticed that she’d stolen the parchment? What if he found her before Tick Tock or the Doctor did? What if -
“Derpy!”
She nearly jumped out of her fur when a stallion’s voice called her nickname. Thankfully, it was a familiar one, if unexpected. She turned with a smile that quickly froze.
Sure enough, the voice belonged to the Doctor, and he and Tick Tock were running towards her. However, the look on Tick Tock’s face was anything but happy to see her.
He stopped a few hooves from her. “What were you doing?’ he demanded, voice harsh. Derpy flinched away, ears pinned back, as he continued angrily, “We’re in an unfamiliar surrounding, with limited time - what in Tartarus made you think wandering off like that was a good idea? You-”

“That’s enough, Tick Tock,” the Doctor interrupted sharply. Tick Tock’s expression shifted into one of surprise as he glanced at the Doctor, and with a shake of his mane, he fell silent.
The Doctor turned his stern blue gaze on Derpy… and pulled her into a hug. “I’m glad you’re all right,” he murmured into her ear. “Please don’t wander off like that, I was worried.”
Derpy nodded, giving him a gentle squeeze back. “I’m sorry, Doctor.” Pulling back, she added, “But I found-”
An earsplitting alarm wailed suddenly, catching all three ponies by surprise. With a muttered curse, Tick Tock whirled to look at the Doctor. “Looks like escaping unnoticed is out. What now?”
The Doctor gave Tick Tock an odd look. “What kind of spells do you know?”

*o*o*o*o*

The doors clanged open, and immediately there was the sound of arrows flying into the air. A green shield enveloped the intruders, stopping the arrows in their flight paths. “Move!” yelled the Earth pony, and the three immediately charged forward. Anypony standing in their path found themselves pushed back by the green bubble surrounding the three. As soon as they reached the TARDIS, the shape immediately shifted, becoming a slanted plane that left them open to attack. Tick Tock and the Doctor stood by these, fending off attacks from the enemies without, while Derpy fumbled with the lock to open up the TARDIS.
“Hurry, Derpy!” the Doctor shouted as he bucked one straight in the face.
“Um… um…” Derpy stammered nervously, nearly dropping the key. Finally, she was able to fit it into the lock, opening the door. “Got it!” She darted inside, followed quickly by the two stallions. Almost as soon as the doors closed, they took to the safety of the time vortex, leaving the Kaygawan soldiers behind, confused.
“Whew!” The Doctor gave a relieved sigh as the ship stabilized in the vortex. “That was a close one!” Turning to the pegasus mare beside him, he continued, “Now the, Derpy, there was something you wanted to tell me?”
“O-Oh yeah!” Derpy blinked, startled. She’d nearly forgotten! Reaching under her wing, she produced the sheets of paper she’d been hiding there. “I found this, on the desk of that gold-coated unicorn who caught us.”
The Doctor wrinkled his nose. “That guy wasn’t very nice,” he observed.
Tick Tock rolled his eyes as he joined the group, eyes on the papers over Derpy’s shoulder. Almost imperceptibly, they widened. “This is-”
The Doctor’s smile faded in the half-second it took for him to read the document. “Orders to deploy some ‘special’ cargo over Yoskuatera,” he murmured.
Tick Tock pointed with a hoof at a mark near the bottom of the page. “This looks like a royal seal of some kind,” he commented. “Do you think this ‘Flinar’ is some kind of royal advisor?”
“He could be,” the Doctor admitted. “If so -”
“But look!” Derpy interrupted, pointing to the signature below the seal. “Doesn’t this look kind of odd? Tick Tock, you, at least, must see it!”
“What do you mean?” the Doctor asked, confused, but the light of understanding had sparked in the other stallion’s green gaze.
“It’s a perception filter,” he announced. “That signature is in the same handwriting as the rest of the document.”
The Doctor’s eyes widened. “Which means the Kaygawan monarch isn’t the one who launched this war! It’s all a setup by Flinar!”
“We’ve got to tell everypony,” Derpy spoke up, determined. “Maybe they’ll stop fighting!”
The Doctor nodded, grinning. “You’re absolutely brilliant, Ditzy!”
“I must agree,” Tick Tock broke in. “I apologize for not having believed you earlier.”
Derpy shook her head. “No, it’s fine,” she quickly reassured the stallion. “I understand.”
“Well, come on, you two, there’s no time to waste!” the Doctor declared. “We’d better high-tail it back to Yoskuatera and show them what we’ve found!” He leapt onto his hind hooves, forelegs on the console, and Derpy and Tick Tock braced themselves for yet another bumpy landing.

*o*o*o*o*

The three ponies had expected to exit the TARDIS and have to find their way back to the Yoskuateran base, trekking all the way across the forest and following a half-remembered path.
What they did not expect was to open the door and find themselves in the middle of a tense stand-off between both sides. But, you know, the universe is funny that way.
The Doctor swung open the TARDIS doors at the edge of the clearing to discover a set of Kaygawan warriors and a set of Yoskuateran soldiers staring one another down.
“The only way you could have known about those visitors would be to send spies to Yoskuatera!” Ocean Wave spat at the Kaygawans.
One Kaygawan that none of the three recognized snorted, shooting back with a “As if you’re any better! Explain how they managed to escape without interference with your troops on our homeworld!”
Ocean Wave sneered. “And yet, ‘King’ Connak, you don’t deny having sent a group here to steal our technology!” Hefting a sword skyward, he cried out, “This ends no-”
“Wait!”
Both sides, as well as the watchers, froze as a gray mare darted between both sides. “Stop and listen to me for a moment!”
Ocean Wave gaped. “Ditzy Doo? But-”
“You see?” Flinar demanded in his annoying nasal voice. “The mare is already back on this world - and doubtless, this is true of her friends, as well!”
“We got out on our own,” Derpy shot back. “And in a second here, you’re going to be the one losing credibility!”
Flinar kept a cool expression on his face, but his ears tilted back slightly, betraying his nerves. “Why, whatever do you mean, filly?”
Glaring, Derpy produced the papers she’d stolen from his desk. “I have definitive proof that Flinar is responsible for this entire war!”
Gasps and whispers broke out all around the clearing. Flinar sputtered. “But- that’s- preposterous!”
“It’s true!” the Doctor interrupted, almost bouncing into the clearing beside her. “These documents ordering the airborne delivery of some parcels to Yoskuatera contain a forged signature, disguised by a perception filter!”
A green field of magic tugged the paper from Derpy’s hoof, carrying it over to the Kaygawan king. “Take a look, King Connak,” Tick Tock said, joining his friends on the field. “Do you have any recollection of seeing such a paper?”
Connak blinked, taking the paper in his own magic and carefully studying the writing. “I never approved this…”
“Sir!” Flinar broke in, expression panicked. “They’re lying, Your Highness! I would never betray the crown!”
“That’s not true!” shouted a voice from the Kaygawan side. The crowd parted to reveal a dark gray mare, drilling Flinar with her red glare. “I was the captain of that ship! And I thought the timing was odd, and did a little research myself - you’ve been planning this since you were first promoted to Royal Advisor!”
Accusing stares from all around turned on Flinar as Connak asked gravely, “Flinar, is this true?”
“Uh…” Flinar’s eyes were wide in an expression of fear. They flicked away from his king’s, landing on Derpy as she stood beside her friends. Immediately, it shifted into a look of fury. “This is your fault!” Teeth bared in a snarl, he sprang at Derpy, who screamed and tried to scramble back.
He was trying to hurt Derpy.
What kind of monster-?
Monster.
Monsters don’t think. Monsters can’t be reasoned with. Monsters won’t stop until you or they are dead.
He would kill Derpy.
Tick Tock was never an expert with spears - he’d always preferred the crossbow, but like a fool, he’d left it behind - but he knew that the stick had a good heft. The end was sharp. All it would take was the right amount of force.
He pulled back and let it fly.
The stick hit Flinar dead between the eyes. With scarcely a sound, he collapsed, the stick snapping in half as it hit the ground. Green liquid sprayed from his brow - it took Tick Tock a second to realize that it was blood.
For a second, no one spoke, shocked. Then the Doctor rounded on Tick Tock, anger burning in his blue eyes. “What the hay were you thinking?!”
Tick Tock regarded the Doctor coolly. “What?”
The expression wasn’t a defensive one. Tick Tock wasn’t trying to justify what he’d done. He just didn’t seem to realize what the Doctor was upset over.
“That is not how we do things,” the Doctor hissed. He looked as though he would continue, but a whimper caught both stallion’s attention. Derpy was frozen in an expression of shock, eyes fixed on the crumpled body on the floor. Green blood speckled her entire front.

“Ditzy…” the Doctor murmured, reaching out a hoof. She automatically flinched away from the touch, head turning towards them.
When her gaze fell on Tick Tock, it was filled with fear.
Without another sound, she turned and sprinted back into the TARDIS.
The Doctor muttered something angrily under his breath. Flatly, he told Tick Tock, “Get in the TARDIS. I’ll see what I can do to smooth things over with these ponies.” Then, his face morphed into that mask he always wore of everything being okay, and he trotted over to the whispering, stunned ponies, calling out to them in a friendly, high-pitched voice.
Tick Tock, meanwhile, was frozen to the spot. One thought was one his mind: Derpy.
The first pony to show him kindness in many, many years.
The one who never minded having to explain even the most basic things about friendship.
The mare who had just looked at him as though he was the most terrifying sight in the universe.
Had he ruined everything?

Chapter Nine: Taking a Breather

When they got back to the TARDIS, the Doctor yelled at Tick Tock the way the unicorn hadn’t been yelled at in a long time. Not since Neighers. A lot of things were beginning to resemble Neighers to him lately, and he wasn’t sure he liked it.
The last pony to yell at Tick Tock that way had been his brother, Lightwing. Then, he’d had an audience - other ponies of Neighers, who’d encouraged Lightwing and knocked Tick Tock’s things out of his grasp. The Doctor. And her.
She’d offered to help him pick up the things he’d dropped, showing him the same kindness that astonished him from the moment they’d met and he’d seen it in her golden gaze. Even when he refused, pushing her away so she wouldn’t come to hate him like the other ponies had, she’d only smiled her gentle smile and said, “Oh, boy, I remember being that way, too. I’m gonna help, anyway.”
There’d been a kinship between them, from the moment they’d met. Before the Doctor, they’d both lived their lives as outcasts. They’d never met anypony who understood before, not in the way that they did.
But now? She was terrified of him. Tick Tock was afraid that he’d never win her back. What did he do if that happened?
Suddenly, he noticed that the Doctor was no longer present. He must have given up on Tick Tock and headed deeper into the ship to comfort Derpy. After all, she’d seemed inconsolable after what had happened. Tick Tock sighed, wondering if his gray mare-
Wait. No. She wasn’t his. And even if she had been, she certainly wasn’t now.
With a frustrated grunt, Tick Tock lashed out, striking a metal railing with practiced precision and ignoring the indignant chirrup from the TARDIS. He’d already hurt her once by being possessive - why couldn’t he get it through his thick skull that Derpy belonged to nopony but herself? She could have other friends! In fact, he knew she did! He’d met Carrot Top!
Though, actually, the last time he’d gotten possessive this way, it wasn’t for fear that the stallion wanted to be her friend…
Before he could continue with this intimidating train of thought, the Doctor returned from the back hallways of the TARDIS. Following behind him was Derpy. Far from her usual cheerful self, she walked with her head hung low and her wings drooping, sneaking a wary look at Tick Tock from the corner of her good eye.

It hurt for her to look at him that way. He just pretended he couldn’t see it, directing his gaze to the floor.
If the Doctor’s smile was forced before, it was beyond artificial now. He bounced around the control room, trying to cheer the other two ponies in the room up with his energy. “I think I might know the perfect place we can go to relax!” He pressed the few buttons and pushed a screen over to show them a view of a gorgeous planet. “Ionides is the greatest pleasure planet around! Gorgeous resorts, tropical jungles filled with adventures, and - my personal favorite - tons of ancient ruins filled with all kinds of crazy artifacts! Doesn’t that sound amazing?”
He gave a grin that looked almost painful to his companions and ignored how small and sad the smile Derpy returned was. “Come on, then! Avante!”

*o*o*o*o*

The planet was beautiful, better than it had even seemed on the screen. The weather was sunny and warm, with a cool breeze blowing. All over the planet were creatures from all kinds of different planets, with brilliant colors and extra limbs and all sorts of oddities you never saw in Equestria.
Tick Tock surveyed his surroundings and felt the tension in his chest loosen a little. Derpy loved exploring new planets and cultures - surely this would be the best thing to cheer her up! He snuck a glance at her, trying to gauge her reaction.
She was looking around, too, but it wasn’t with her usual expression of wonder when confronted with a new scenario. Now, she looked cautious, almost uncomfortable with the things she saw.

She bumped into him mistakenly. With a squeak, she scrambled back, eyes wide and totally unfocused. “S-Sorry!”
Tick Tock watched her for a moment longer, seeing the way she held herself as she gathered her wits. She was clearly still frightened of him.
With a quiet sigh, he turned his gaze back to the Doctor. “So, you mentioned something about tropical jungles?”

*o*o*o*o*

True to the Doctor’s word, the jungle was filled with all sorts of adventures, though they were far toned down from their usual ones. No sooner had they entered the jungle to look around than their tour guide disappeared to investigate a “mysterious sound”. After ten minutes passed and she had not returned, the other ponies grew nervous, but Tick Tock had almost immediately spotted the cameras hidden in the branches - this was a part of the experience.
“Wonder what’s taking so long…” Derpy murmured as she watched nervously in the direction that the mare had gone.
“Take a look,” the Doctor answered in a jolly voice. “The cameras everywhere, the clear-beaten path - this is a part of the tour!”
“What?” Derpy looked at the stallion in confusion.
“Yes, it would seem that we are meant to follow the path alone,” Tick Tock broke in. “I suspect this is part of the ‘adventures’ you mentioned, Doctor?”
The Doctor winked, eyes twinkling. “What, you think I’ve been here before?” he asked, voice teasing. Then, suddenly, he grew more serious. “It’s odd, though… usually, there should have been a signal by now, to encourage us to move on further…”
A sudden shriek ripped through the air, startling everypony as they whirled to stare in the direction of the sound. In a voice filled with trepidation, Tick Tock asked, “I don’t suppose that was it… right?”
The Doctor was already off and running. He followed quickly (well, as quickly as he could) after, with Derpy bringing up the rear. The rest of the group stayed behind, whispering amongst themselves and shooting fearful looks back at the path they’d been following, considering whether to turn back or to stay.
The companions finally caught up to find the Doctor standing in a clearing, staring up a tree with a worried expression. “This isn’t good,” he muttered as he trotted in a semicircle about the trunk, peering into the branches. “This is the tree the guide usually hides in until the group’s passed by, in case they search for her - but there’s no sign of anypony having been here recently.”
Tick Tock trotted to the edge of the jungle, examining the underbrush as he passed. Finally, he announced, “I found some tracks here. Looks like our tour pony was trying to come here as usual when…”
“When what?” Derpy asked nervously.
Tick Tock shook his head. “There’s no way to be sure. There are no tracks, no drag marks - no signs of the presence of another creature, unless they flew.”
“Oh!” Derpy leapt into the air at that, flaring her wings to catch herself. “I can check that!”
Tick Tock raised an eyebrow. “How?”
“The trees!” She darted into the branches overhead, leaving the two stallions below sharing a slightly confused look.
Seconds later, she suddenly appeared again, diving down to land between them, seemingly not noticing them both rear back in her excitement. “I found it!” she exclaimed, turning to smile at both.
Her smile disappeared when she saw that her descent had startled Tick Tock into an automatic battle stance. He straightened almost immediately, when he realized that there was no threat, but her golden gaze was still apprehensive.
“Found what, Ditzy?” the Doctor asked, regaining her attention.
She shook her mane, trying to get a real smile on her face again. “The thing’s trail!” Turning, she pointed to the trees above. “There’s no way to fly up there - the branches are too dense, you can’t get far. But something could have traveled through the branches, and I found claw marks! Something went that way.”
“Amazing as usual, Derpy!” the Doctor exclaimed, eyes sparkling. “Well, what are you waiting for? Come on!”
He bounded into the trees, and Derpy turned to follow, but was halted by a voice from behind her. “Derpy, wait.”
She froze momentarily before shaking herself. She had nothing to fear! Slowly, she turned to face the ginger unicorn who was regarding her with a tempest of mixed emotions raging in his green eyes. “Yes, Tick Tock?”
He took a step forward, concern momentarily winning the battle for control over his features. “Are you all right? You’ve seemed rather… upset since our last journey.”
Derpy opened her mouth to deny it, then sighed and turned her head to the side. Don’t lie to him, Ditzy.
She didn’t even have to say anything. He beat her to it. “Is it because of Flinar?”
Her chest tightened at the sound of the stallion’s name. The stallion who she’d not known for long, the one who’d imprisoned her and tried to harm her. Yes, it was irrational, and yet…
“It’s just…” Derpy faltered, searching for the right words. “I can’t help but wonder… did he have to die?”
“Derpy, he was trying to hurt you.” Tick Tock’s voice had grown steely, the same way it had sounded on Yoskuatera, and she winced as he continued, “I did what I had to to stop him. Just like any other monster.”
“But he wasn’t a monster!” For the first time since they left Yoskuatera, Derpy met Tick Tock’s eyes, and he was surprised by the fire in her own. “He was - okay, so he wasn’t quite a pony, but he thought like one! He could’ve changed!”
“Or he could’ve done worse,” Tick Tock countered. “Let ponies like that live, and all you’re doing is giving them a second chance to commit more atrocities.”
Derpy was quiet for a moment, regarding him. Then, finally, she said, “You know, the Doctor said something similar once, about a thing we were fighting - a huge dragon-thing that was trying to destroy the multiverse.”
“What did he do?” Tick Tock asked, expecting her to say that the Doctor had terminated the threat - the logical thing.
Her answer surprised him. “He stopped him, but let him live. He wanted to kill him, but he realized that it was wrong.”

Tick Tock blinked at Derpy, trying to figure out how to respond. Then the Doctor called from up ahead, “Guys, come look at this!” and without a moment’s hesitation, Derpy turned and cantered after him. With a sigh, Tick Tock hung his head and followed. For once, his soldier’s senses failed him… and he didn’t realize that the three were being watched.

Chapter Ten: Along For the Ride

“Finally!” The Doctor rounded on his companions as they finally caught up to him in the middle of the forest. He chose to ignore the upset looks on their faces and the way neither would even look in the other’s general direction. “We’d best get going, before the trail goes cold!” Turning again, he quickly headed off, the other two following silently in his hoofsteps.
Derpy shot a nervous glance at Tick Tock, wondering silently if she’d been too harsh with him. He was certainly silent now, though she couldn’t tell if the silence was contemplative or… something else. She couldn’t see his face at all.
Until he suddenly glanced at her, green gaze concerned. Flushing, she quickly looked away.
“Oh, no…”
“What is it, Doctor?” Derpy asked quickly, glad for the distraction, even if it sounded like bad news.
“The trail splits here,” the Doctor answered, pointing a hoof to the trees. “See? One path seems to go left, while the other’s headed straight on.”
With a thoughtful “Huh,” Derpy rose into the air, examining the trees on both ways. Finally, she descended, announcing, “It looks like the more recent one was the one straight ahead, but there’s no way to be sure that that’s the one the thing that took our tour guide took - another one might have passed by more recently.”
The Doctor blew a whistling breath between his teeth. “Okay, then, looks like we’ll have to split up. Derpy, since you’ve got the wings and can see the branches up close easier, I suggest you take the path on the left. Tick Tock and I will go on ahead. Regroup here in, oh, say, fifteen minutes.”
Derpy nodded cautiously. “Okay, Doctor.”
“Be careful.” The admonition came from Tick Tock, not the Doctor, like she’d expected. Derpy hesitated before giving him a quick nod, too, and took off.
The Doctor gave Tick Tock a cardboard smile. “Well, come on, then!” He trotted on ahead, and with one last look after the gray mare, Tick Tock followed.
After a few minutes of silence, broken only by ill-fitting percussive hoofbeats, Tick Tock finally spoke up. “Erm, Doctor?”
“Yes, Tock?” the Doctor responded in the stretched-out way he always talked when pretending not to be nervous.
“Derpy mentioned an earlier adventure you’d been on,” the unicorn explained, casting a suspicious glance into the underbrush at a small scampering noise that turned out to be a harmless rodent. “Something about a ‘huge dragon thing that was trying to destroy the multiverse’?”
“Ah, yes, the Jabberwock,” the Doctor answered sagely. “That was quite a story, I assure you!”
Tick Tock spoke over the end of the Doctor’s words. “She said you let it live.”
The Doctor stopped in his tracks. After a moment, he sighed, and his voice no longer retained the silly higher pitch he maintained mostly for Derpy’s sake. “We stopped him,” he said quietly. “He’s not coming back.”
“But isn’t that always going to be a threat?” Tick Tock asked, coming up to stand alongside the Doctor. “Why take the chance?”
When the Doctor hesitated, Tick Tock pressed further. “I know you’re a soldier, too, Doctor. I know what a soldier’s eyes look like. You must have known you were taking an astronomical risk in letting that thing live.”
Sighing again, the Doctor started to walk, with an air that said he didn’t want Tick Tock to see his face as he spoke. “You’re right, Tick Tock. I am a soldier. Back in my universe, an enormous war broke out. We called it the Last Great Time War.”
“What happened?” Tick Tock asked apprehensively, following a few paces behind the Doctor.
For a long moment, it almost seemed as though the Doctor had no intention of answering. Just when Tick Tock had given up on getting an answer, he heard, “I killed them.”
“What?”
“I killed them.” Tick Tock’s eyes widened at the Doctor’s shift in tone. While he’d been somber before, he now sounded utterly despondent. “The Daleks, the Time Lords… I killed them all. I’m the last one of my people left.” Even without seeing his face, the ginger pony could hear the grim smile in the other stallion’s voice. “Lucky me.”
Tick Tock froze for several seconds, unable to formulate a response. The Doctor stopped, too, waiting, but never turned. Finally, Tick Tock blurted out, “H-How can you carry on like this? Smiling, laughing, while -?!” He stopped, not wanting to go further. Not wanting to say the Doctor had the blood of two races on his hooves.
The implication was pretty clear, but the Doctor didn’t respond to it. “I learned an important lesson that day. All life, no matter how seemingly stupid or insignificant, is so incredibly important. And I refuse to squander that.”
He finally turned, letting his companion see his face, as he smiled the saddest smile Tick Tock had ever seen, looking for all the world like a depressed clown. “Besides, that’s why I travel with companions. You keep me honest - remind me of what I need to be reminded of.”

“I can see why Derpy would help you with that,” Tick Tock admitted. “But… why me?”
The Doctor opened his mouth to answer. Before he could get a word out, though, a frighteningly familiar scream ripped through the air. Panic flashed through both stallions’ eyes, and without a word to each other, they both took off at a dead sprint. But by the time they got to where the noise came from, it was too late.
A few gray feathers lay scattered on the forest floor. Derpy was gone.

*o*o*o*o*

“Not good, not good, not good!” The Doctor was frantic, pacing back and forth across the clearing. “She could be anywhere - how are we going to find her in a dense rainforest on an alien planet?!”
“Doctor,” interrupted Tick Tock, ever the level-headed voice of reason. “You’re-”
“Oh, thank Adis!” another voice broke in. “We found somepony!”
Both stallions turned their heads and regarded the new arrivals. It appeared to be a small family - led by one rather creepy-looking stallion with a brilliant violet coat, set at odds with the bones that lay on the outside of his skin. The other, oddly enough, appeared to be an average Crystal Pony. Their two fillies were… an strange sight to behold.

“Are you searching for the creatures that have been abducting tour guides?” the skeletal pony asked, stopping as his husband herded their children behind him as though afraid the two stallions would hurt them.
It seemed to Tick Tock that there seemed to be a lot of that going around lately.
“Ah, yes!” The Doctor beamed. “I suppose you are, as well?”
Tick Tock had to bite back a snort of laughter as he watched the skeleton-pony angle his ears forward in the unicorn’s trademark “I-can’t-smile-so-please-interpret-this-as-one” gesture. Seemed as if smiling was difficult when one’s jaw was in front of their face.
...Speaking of which, just how did he eat?
He’d missed out on part of the conversation as he mused over the strange pony’s anatomy. He tuned back in as the Doctor trotted towards the broken branches above. “...but when we got here, she was already gone.”
“How do we track her?” the Crystal Pony spoke up suddenly, helping his smaller filly climb up onto his back.
“I believe I may have a solution.” As he spoke, Tick Tock’s horn ignited, and the shed feathers on the ground rose into the air. They spun for a moment, before all suddenly turning, as one, and gliding away.
“Are they tracking her?” the Doctor asked, sounding equal parts hopeful, intrigued, and excited.
Tick Tock couldn’t give a wry grin, so instead he simply attempted to communicate the expression with his eyes. “You wouldn’t believe how many times Lightwing ran off to do something stupid during battle, and we had to track him like this.”
“Then what are we waiting for?” With a crazed grin, the Doctor took off into the bushes at a run, the others close on his heels. Tick Tock’s gaze was fixed intently on the feathers leading their way. Would she be all right?
Would he ever get to tell her he was sorry?

*o*o*o*o*

Her eyes opened to find green light filtering through the branches overhead. Was it just her, or were they woven?
Where was she?
She sat up, golden eyes scanning her perimeter. She seemed to be in some kind of a hut. There was a tree trunk passing through the center, but it didn’t seem to be on ground level.
She stood, just as an enormous, looming shadow appeared on the leaves covering the door. Derpy’s eyes widened, skewing even more, as the covering was pushed aside and a huge creature filled the doorframe. “W-What are you going to do to me?!”

*o*o*o*o*

They’d been running for nearly two solid minutes. The fillies were both being carried by their rapidly-tiring fathers, and even the Doctor was starting to feel the air burn his lungs as he sucked it in. He thought the first one to slow (after the fillies, of course) would have been Tick Tock, but the other stallion gave no outwards signs of fatigue - only determination. He might have been fighting with her before, but nothing was going to stop Tick Tock from getting Derpy back now.
He abruptly stopped as the feathers fell to the floor once more. “We’re here.”
The other two ponies were more than happy to stop and catch their breath. The Doctor, meanwhile, pushed forward even as his legs quaked to get a better look.
Ahead of them lay a treetop village of some kind. The creatures inhabiting it were very strange. About twice as tall as a normal pony, they were clawed, similarly to a sloth, and seemed to have an easily adjustable center of balance for climbing, as well as a flexible spine.

There was no sign of any of the tour guides, or of Derpy, but this was unmistakably where the feathers had led.
“Is Orange Cream gonna be okay?” A small voice piped up, catching both stallion’s attention. One of the fillies had wandered over to ask them a question, and was now regarding them with big, shining lavender eyes.
The Doctor felt kind of bad that he hadn’t asked their tour guide’s name.
“Hard to say,” Tick Tock answered bluntly as he returned to peering through the foliage. “There’s no sign of anypony out there, though they may just be inside one of the huts.”
Shooting the tactless unicorn a dirty look, the Doctor looked at the filly with his best attempt at a reassuring expression, adopting the voice he used when talking to foals. “Don’t worry - we’ll find Orange Cream, I promise.”
The filly looked rather uncertain, but she nodded and turned, trotting back to one of her fathers. With an annoyed sigh, the Doctor turned to look back at Tick Tock, who was already speaking to him again. “It looks as if the only way up to those huts is to climb the tree, so ascending would definitely pose some difficulty.”
“Well, we could always-” the Doctor began. He was cut off, however, as something caught his eye. “Hang on, isn’t that our tour guide?”
Sure enough, the familiar pony who’d led them into the forest in the first place was striding out from behind a tree now, with one of those odd… things loping alongside her.
With a grin, the Doctor broke through the tree line, calling out, “Hello there!”
Glancing up, startled, the pony blinked a few times before smiling back. “Hey! You’re from my tour, aren’t you?”
“Yes, we are,” Tick Tock responded, following the Doctor. “I don’t suppose there are any other tour guides here?”
“Oh, almost all of them are!” the pony responded, enthusiasm glowing from her face. “This is so exciting - the race that left all of our extensive ruins are still alive!” Turning to the creature with her, she explained (presumably in a different language) what was happening.
“So Orange Cream’s all right?” asked the older filly as her family finally emerged into the clearing.
With a nod, the pony turned, calling, “Hey, Orange Cream!”
Several paces away, another pony with a brilliant orange coat and white eyes turned, fixing his green gaze quizzically on her. “Yes, Rose Hip?” When he spotted the small family, he broke into a grin. “Hey, it’s you guys!”
With high-pitched shrieks of laughter, the fillies darted over to Orange Cream, their grinning parents following behind.
“So, this race has been on this planet for, oh, I don’t know, probably thousands of years, and you never noticed until now?” the Doctor burst out with a question.
Rose Hip flicked her ears back uneasily. “Well, until now, they’d been hidden under the surface of their ruins. They only came out now because somepony wanted a souvenir, and they were alerted when their stuff was disturbed.”
Tick Tock interrupted with a far more relevant question. “Have you seen-?”
“Doctor!”
A gray streak shot through the air, nearly bowling the brown stallion over. Derpy wrapped her forelegs tightly around the stallion’s withers as he chuckled. “Hey, Derpy, nice to see you too.”
She let go and turned with a grin to Tick Tock, but froze just before offering him the same greeting. He opened his mouth, wanting to say something, anything, to make this right.
No words came.
Rose Hip was having another discussion with the creature beside her. Then, with a smile, she turned back to the three time-travellers. “You three have certainly had an exciting day! How about I lead you guys out of here so you can relax?”
Derpy nodded, giving Rose Hip a shy smile. “That sounds like a good idea to me.”

*o*o*o*o*

Derpy watched as Rose Hip chatted animatedly with a group of ponies from the nearby resort, the Doctor at her side as they attempted to explain what they’d discovered. Any other day, it would have brought a smile to her lips.
She sighed instead. This was getting ridiculous. Maybe she was acting like a filly. Maybe she should-
“Derpy?”
She jumped as a familiar voice startled her out of her thoughts. “O-Oh, Tick Tock!”
He was standing rather awkwardly, expression nervous. He was also trying - and failing - to conceal a package behind his back. She raised an eyebrow, but ultimately chose to pretend not to see his glowing green horn.
“I, er…” He blew out a breath before meeting her gaze. “I wanted to say I’m sorry. And I know that that doesn’t even begin to make up for what happened, but… I swear, it was a mistake I will do my best to never repeat again. After all,” and he flicked his ears in an anxious version of his usual smile substitute, “if the Doctor can do it, so can I.”
Derpy looked at his tense, but hopeful gaze and couldn’t help but smile. “It’s all right,” she reassured him. “I understand - the way you grew up couldn’t have been easy. I forgive you.”
Relief settled over his features, what little tension his muscles would allow fading. “Thank you.” Pulling the package from behind him, he added, “I, um, got you something. T-To smooth things over.”
Derpy giggled a little. “You didn’t have to do that,” she informed him, even as he settled the white box in front of her. She lifted the lid off and blinked at its contents.
“You… you said you liked the color green, so…”
Derpy smiled at him, wider than before, her beautiful honey-gold eyes meeting his startlingly green ones. “It’s perfect.”
He lifted the green scarf from the box. He hesitated, but at her nod, settled the fabric about her neck, wrapping it in a quick knot at the bottom.
“Well, now that’s settled!” the Doctor declared, rejoining the group. He blinked at Derpy’s new neckwear, surprised. “My word, Derpy, that’s a lovely scarf!”
Derpy gave him a grin, peeking at Tick Tock from the corner of her eye. “It is, isn’t it?”

*o*o*o*o*

It wasn’t until they were back on the TARDIS that Tick Tock realized. Watching Derpy head towards her room, he asked, “Hey, Doctor? You never answered my question before. I see how Derpy can help you, but what about me?”
The Doctor simply gave him an erratic smile. “Why, Tick Tock, who’s to say I’m so selfish as to need two ponies for that?”
It was then that Tick Tock finally understood. The Doctor had chosen Tick Tock to travel with him because he reminded the much older pony of himself.
If Derpy had helped one, she could certainly help the other. As the thought crossed his mind, he felt his atrophied muscles tug in an automatic attempt to form, for the first time in a very long time, a genuine smile.

Chapter Eleven: Equestria Again

As soon as the blue doors opened this time, a cold breeze blew through, bits of snow swirling about the interior.
“Brr!” Derpy exclaimed, tugging her new scarf tighter around her neck. “It’s cold out there - is it winter?”
“Would certainly seem that way,” the Doctor answered simply, glancing out at the snow-covered buildings. “You might want to bundle up.”
Derpy nodded, turning to head to the TARDIS’ wardrobe. “Tick Tock, are you coming?”
Tick Tock was looking out at the town and started when Derpy mentioned him. “O-oh, yeah,” he said, turning to her. “Sorry - it never snowed in Neighers.”
Derpy gasped. “So you’ve never seen snow before?”
“Correct,” the ginger answered simply.
With a smile, Derpy beckoned him. “Well, come on then! I’ll help you pick something warm out, and then we can go check it out!” She trotted out of the console room, Tick Tock casting one last glance out at the snowy landscape. “Coming, Doctor?”
“Ah, no thanks,” the Doctor explained quickly as he fiddled with the console. “Time Lords have a lower core body temperature than ponies - we don’t get cold as easily.”
Tick Tock raised an eyebrow, intrigued, but simply nodded and followed Derpy. He’d ask the Doctor a little more about it later. Right now, his best friend was waiting for him.

*o*o*o*o*

Tick Tock swung the doors open and stopped, eyes on the winter clothing. "Oh, right. I'd almost forgotten." He sighed, flicking his ears back in annoyance. "His scarves are all weird and huge."
"Maybe we'll find something normal-ish?" Derpy piped up hopefully.
"Only one way to find out," he answered, following her on her way to the hanging racks.
After a few moments of silence while they both perused the clothing articles, Derpy spoke. "So... you've been spending more time in your room lately. Working on something?"
Tick Tock nodded as he flicked aside a tackily-colored scarf. "Yes. Back in Neighers, I was able to create a projectile that would inhibit a unicorn's ability to use magic. The weapon primarily existed to disable the Lich-pony's spells. Now, though..." He glanced over at her with a warm ear-flick. "I've been working on making it compatible with multiple races, so as the make it a non-lethal way to defeat an enemy."
Derpy smiled at him, golden eyes glowing. "I'm glad to hear it."

*o*o*o*o*

When they emerged, Derpy had paired her scarf with a white beanie to keep her head warm, as well as a set of green boots with white fluff. Tick Tock, meanwhile, had shifted his goggles from their usual spot around his neck to perched on his head, just over his horn, in order to make room for a brown checkered scarf of his own, with much more durable-looking brown boots.
“There you are!” The Doctor popped up from below the floor, where he’d been working with the console’s wiring and such. “I think I’ve managed to figure out where she landed us!”
“What do you mean?” Tick Tock asked, suspicion in his gaze. “I thought you said this was intentional.”
“Shush, you,” the Doctor chided, confirming the unicorn’s suspicions. Derpy shared a somewhat exasperated look with him while the other stallion pulled a screen around to show him. “Seems like we’re in Fillydelphia!” He giggled. “Fillydelphia, of course.”
“Wait.” Derpy approached the console, focusing her gaze on the date. “17th of the midyear?” Turning, she smiled as she announced, “That’s Hearth’s Warming Eve!”
“Midyear?” The Doctor blinked, confused. “It’s winter.”
“Well, yeah,” Derpy said slowly, as though talking to a small foal. “You saw the new year’s celebration in Ponyville when you first arrived here.”
“I did?” Suddenly, the confusion cleared from the Doctor’s face. “Oh, you mean the Summer Sun Celebration!”
Derpy simply sighed, turning to Tick Tock instead. “I suppose you never really got a lot of opportunity to celebrate Hearth’s Warming in Neighers, huh?”
Tick Tock nodded. “True. In a war town, you don’t have a lot of time for celebrations - all that does is lower your guard while you’re distracted.”
“Well, this time, you’re gonna get to celebrate one,” Derpy declared, gliding over to the TARDIS doors and pushing them open. “Come on, this is gonna be fun!”
With that, the three ponies exited the TARDIS, entering the snowy town that was Fillydelphia.

*o*o*o*o*

Ponies of all three races bustled past, hurrying to get out of the cold temperatures and back inside the warmth of their houses. A few shot odd looks at the TARDIS, parked at the edge of a side alley, before simply scurrying on, and Derpy could have sworn she heard one mutter, “Not my circus, not my monkeys.” Stifling a snort of laughter, she turned her gaze to her two friends.
The Doctor was smiling as he regarded the candy-cane decorations along the road and the bright lights strung all about. “Why, it’s like Christmas!” he declared. Derpy blinked, opening her mouth to question what he meant before deciding it was just better not to ask.
Tick Tock, meanwhile, had a slightly quieter reaction. He was simply watching the lights reflecting off of the snowflakes, a slightly sad expression on his face.
“Something wrong, Tick Tock?” Derpy inquired, walking over to his side.
He sighed before turning to meet her golden gaze. “Lightwing was always talking about celebrating some real holidays, once the war was over,” he said softly. “He would’ve loved this.”
Derpy blinked, ears dipping back sympathetically. Then, just past Tick Tock’s shoulder, she spotted something that (she hoped) was bound to cheer him up. “Hey, look!” She pointed, directing the stallions’ attention to a small theatre with a sign out front labeled “THE TALE OF HEARTH’S WARMING EVE.”
“We should watch the play!” she declared in an upbeat tone. “That would be fun, don’t you think?”
“That sounds interesting,” the Doctor agreed. “After all, I’m not yet familiar with your holidays - this could be an interesting opportunity to learn more!”
Tick Tock agreed with a flick of his ears. “Avante,” he said, glancing at the Doctor, who beamed. “Avante indeed!” He took off, the other two following.
Once the Doctor had bluffed their way in with the psychic paper, as usual, he said to the other two, “We’ve only got three minutes before the next show starts, so if you’re going to get any concessions, you might wanna hurry.”
“Um…” Derpy cast her gaze quickly around the room before it settled on a single vendor. “Hey, Tick Tock, have you ever had hot cocoa?”
“Had what?”
Derpy chuckled. “Thought so. Come on!” She trotted over to the stand, opening her mouth to place an order.
Suddenly, another pony cut in front of her. “One cup of cocoa,” she demanded brusquely.
The blue-maned mare behind the counter blinked. “U-um,” she stammered, “I-I think the mare behind you was here first.”
The rude pony cast a lazy glance back at Derpy and Tick Tock standing awkwardly behind her before returning her gaze to the mare at the kiosk. “Did I ask you what you thought?”
The mare flushed bright red and began scurrying about, making the cup of hot cocoa. “Rude,” muttered Derpy.
The other customer turned back to look at her, amber eyes narrow. “I’m sorry, is there a problem here, cross-eyes?”
Derpy flinched as though the other mare had struck her. Annoyed, Tick Tock broke in. “Hey, don’t talk to her that way.”
She gave him a scathing look. “Just what are you planning to do about it, ginge?”
Tick Tock grit his teeth and returned her glare.
The shy mare behind the counter broke the tension with a quiet, “Um, excuse me, miss, your cocoa is ready.”
“Finally!” Snatching the cup, the mare tossed a few bits down and trotted away. The vendor blinked forlornly at the coins. “She underpaid…”
“By how much?” Derpy asked sympathetically, producing a few bits from her pocket. “I can cover it.”
The mare behind the counter was already shaking her head. “That’s far too kind, miss, you don’t have to do that.” Giving a small smile, she said, “I’m guessing you want two?”
Derpy nodded. “How much is that?”
“Just ten bits, miss,” the mare responded, sweeping the three the other mare had paid into her cash register and ducking back to produce the beverages. Derpy counted out twelve and deposited them in a small stack, making it harder to tell that she’d covered the cost of the rest of the other mare’s.
No matter how many adventures they went on, Derpy’s kindness to others never ceased to amaze Tick Tock.
“H-Here you go, miss,” the pony stuttered, setting the cups on the counter. “Two cups of cocoa.”
“Thank you,” said Derpy, picking up her cup. “It smells delicious.”
Tick Tock picked up his own with his magic, lifting the lid to examine the steaming brown liquid inside. “You might wanna wait,” Derpy advised, catching his attention. “It’s pretty hot.”
“The show’s about to start!” the Doctor called, interrupting their conversation.
“Oh, gosh, I almost forgot!” Derpy exclaimed, trotting towards the theatre’s doors after the stallion. “Come on!”
As Tick Tock followed, he risked a sip of the cocoa. It was sweet, but not like pure sugar. He found that he enjoyed it. At any rate, it was better than mushrooms.

*o*o*o*o*

“Oh, no! Windigoes!” exclaimed “Smart Cookie”. “That must be what caused the blizzards!”
Everypony was on the edge of their seats, even the ones who knew how the story ended. Derpy’s eyes were fixed on the three ponies on stage, intensely waiting for the moment that the three befriended one another. She couldn’t help the smile that crept onto her face when she realized that they were watching a trio of ponies of different races overcoming challenges together - very familiar to her current life.
The Doctor leaned over, whispering to her, “Are those dragons?”
Derpy nodded, whispering back, “Most productions use an illusory spell to make it seem like there are Windigoes in the room, since it’s too dangerous to have real ones. In Fillydelphia, though, there’s a community of dragons who live here full-time, and they usually play the Windigoes, since they’re big enough to wear the costumes and can fly around the top of the stage like that.”
“Fascinating,” murmured Tick Tock from her other side, having been listening.
A cheer erupted from the audience as the ice broke away from the three remaining protagonists, a huge, flaming heart appearing above their heads. The “Windigoes” shrieked and recoiled as though actually pained.
“How are they hiding their wings under those sheets?” the Doctor questioned quietly.
“Some dragons can fly without wings, depending on their breed,” Derpy pointed out. “Eastern dragons can do it, and so can qilins.”
The Doctor nodded, resettling as they watched the finale of the play. When everypony stood to sing the carol at the end, Derpy was the only one who knew the words, so she smiled and sang for all three of them.

*o*o*o*o*

A little more bluffing and a quick flash of the psychic paper later, they were backstage. The Doctor was bouncing in excitement. “Dragons! Fully grown ones, a whole community! Oh, this is going to be amazing!”
Derpy giggled at the Doctor’s excitement. “Just don’t bug them too much, okay, Doctor?” she said. “From what I understand, the ponies here tend to blame the dragon community for a lot of things.”
“Not particularly surprising,” Tick Tock stated flatly. “They don’t seem to be very welcoming here.”
“You have no idea,” said a surprisingly familiar voice.
With a gasp, Derpy whirled, grinning. “Jot!”
The now full-grown Eastern dragon gave the ponies a wide grin. “It’s good to see you guys again.”
“You’ve left Neighers?” Tick Tock questioned, but Jot was already shaking his head. “Not permanently,” he explained. “They needed a few more wingless dragons who could fly to be the Windigoes in the play, and I already knew a few dragons here, so they sent a letter asking if I could help.”
“I have to say, the idea of an entire community of dragons living in one place alongside ponies is fascinating!” the Doctor said enthusiastically. “Especially since, judging from the way you were all so certain Jot was the only dragon living with ponies 500 years ago, it must be a recently established one!”
Jot ducked his head bashfully. “I may have had a claw in setting it up…”
Tick Tock flicked his ears at his brother. “I always knew you were going to do great things, Jot.”
Jot smiled back, opening his mouth to continue the conversation, but was abruptly interrupted. “Hey, Jot!”
He glanced over at the dragon who’d called him. It appeared to be a female, with dark pink scales. “Yes, Carith?”
The dragon approached, settling her deep blue wings. “I hate to ask more of you, but I’m afraid my hatchling, Mina, isn’t feeling well, and I need to go home and take care of her. Can you take over my spot for decorating?”
Jot waved a claw. “Consider it done, Carith. Tell Mina I hope she feels better soon.”
Carith smiled at him warmly. “Thank you, Jot.” Turning, she pushed through the doors and allowed the cold breeze to carry her back towards her home.
Jot looked to the Doctor. “If you’d like to learn more about our community, maybe you’d like to help us set up the decorations? You could chat with the other dragons while we’re doing it.”
“Of course we’ll help, Jot!” Derpy interrupted, flying up to be roughly head-height with him. “Just tell us what you need us to do!”
“Agreed,” said both the Doctor and Tick Tock in unison.
Jot grinned at them all. “You guys are the best. Let’s go see what they need us to do.”

*o*o*o*o*

“Hey, Keleth!”
The gold-scaled dragon raised an eyebrow as he heard his name. Turning, he spotted Jot, approaching with a smile on his face, accompanied by three other ponies who all simultaneously missed a step when they saw him.
He smiled. “Hello, Jot. Who are your friends?”
“Oh!” Jot said, almost as if he’d forgotten that they hadn’t met Keleth before. “These are a few friends I’ve mentioned before - the Doctor, Ditzy Doo, and Tick Tock.”
“Oh, yes, your brother!” Keleth turned his smile to the somewhat uncomfortable-looking unicorn. “Jot has told us much about you.”
“What happened to that dragon’s eye?” the other stallion whispered loudly to Jot.
“Doctor!” hissed the pegasus, glaring at him sternly.
With a chuckle, Keleth waved a claw. “Do not worry about it, feathered one - it is a question I am used to hearing.” He touched his talons to the scars crossing over his eye. “In fact, I daresay you likely understand being treated oddly for a mismatched look?”
The mare flushed. “U-um…”
“No need to be embarrassed,” the elder dragon stated warmly. Turning to the Earth pony, he continued, “To answer your question, I lost sight in my eye after a battle with a timberwolf.”
The pony’s eyes lit up with intrigue, but, after receiving a sharp jab to the ribs from the mare, he shot her an annoyed look and kept quiet.
“We won’t take much more of your time,” Jot interrupted, before things could get more awkward. “We’re here for Carith, because Mina wasn’t feeling well-”
“What?” Keleth blinked, confused. “I just saw Mina less than an hour ago, she was perfectly fine.”
All four faces of those he was chatting with melted into the same expression of confusion. “Why would she lie to us?” Tick Tock asked, glancing uncertainly at his scaly brother.
Keleth checked the clipboard he held in his claws, his intact eye widening. “Ah…”
“What is it?” the stallion with the tie asked, voice dropping in pitch from when he’d spoken before.
Keleth’s expression was no longer lighthearted as he looked at them. “It seems Carith may have played the four of you for fools… she was meant to be retrieving the decorations from the Fourth Warehouse.”
He paused for dramatic effect, but only got confused glances in return. “What?” the mare finally asked flatly.
“Oh, that’s right, you’re not from around here,” Keleth muttered. Clearing his throat, he continued, “The Fourth Warehouse is haunted. Many times, dragons have come in, and when they came back out, sometimes days later… they were not the same.”
The mare gasped, frightened, and Tick Tock looked somewhat unnerved, but necktie pony just snorted. “Oh, come on now, really? I’ve had more than enough ‘ghost’ stories on my adventures to last a lifetime! If there’s no scientific explanation, then I refuse to believe it! In fact, I’ll prove it!” He stormed off, other three companions sharing nervous glances before following behind.
Keleth sighed, watching them go. He’d learn very shortly.

*o*o*o*o*

“Utterly ridiculous,” the Doctor was still muttering under his breath as he pushed open the doors to the warehouse. “These ghost stories are far too frequent to be real-”
“Where are the lights?” Derpy asked, peering into the gloom.
“Dunno,” the Doctor answered shortly, somewhat irritated at having been stopped mid-rant. “Guess we’ll have to find out.” He trotted forward, the others hesitantly following.
“I imagine they’re either somewhere near the wall, or there’s a hanging chain from an overhead fixture,” the Doctor’s voice echoed from just slightly ahead. “Given the size of-”
“Ahh!”
“Derpy?”
“Derpy, what’s wrong?”
Both brothers spoke simultaneously, heads whipping towards the source of the sound.
“I’m fine!” her voice quickly reassured them. “Just bumped into a statue.”
“This is ridiculous!” grumped the Doctor. “We can’t see a thing in here!”
“I can fix that.” With that, Jot blew a thin stream of blue fire into the air. Almost immediately, the Doctor yelped - but it was strangely cut off less than a second later. “Doctor?” Derpy queried, but no response was given.
“There.” Tick Tock grabbed the chain overhead, giving it a swift tug, and the lights sputtered to life.
Derpy landed beside the two brothers. “But, where’s the Doctor?”
“He’s right here.” Jot’s voice sounded… odd.
“What’s wrong, Jot?” Tick Tock asked, following the dragon’s gaze. He froze when he saw it, and the gasp from the pony beside him told him Derpy had seen it too.
There, against the wall, leaned a large mirror. The Doctor leaned against the glass, blue gaze wide.
He was on the wrong side.

Chapter Twelve: Soldier's Mercy

“Oh no,” Derpy whispered, eyes wide as she stared at the image before her. “Oh, no, no, no.”
“What?” Jot was almost breathless with confusion as he approached the mirror, careful not to bump into the mare.
The Doctor rapped on the mirror, mouth moving quickly as he fired off some rapid speech. However, not a sound traveled through to their side.
“Hang on,” Tick Tock said, horn igniting with a shimmering sound. With a concentrated expression, he generated a small spark of light that traced glowing green words in midair: We can’t hear you.
The Doctor blinked, expression rapidly changing from fear to confusion to understanding and annoyance. He appeared to be muttering something as he jerked an object out of his pocket. Flipping open the black notepad containing his psychic paper, he held it up against the glass.
Tick Tock and Derpy both stared blankly at the Doctor for a few seconds before turning to look at one another with the same expression. Finally, with a sigh, the stallion turned to Jot. “Can you read that aloud for us, please?”
Jot gave him a confused look. “Um, okay?” Returning his gaze to the mirror, he read, “‘What happened?’”
Tick Tock snorted. “That was pointless.” More words appeared over his head. We don’t know.
The Doctor looked irritated as Jot translated, “‘Well, obviously not, but it’s not like I can do much to figure that out from in here!’” Looking at the Doctor’s companions, he commented, “He’s kinda grumpy, isn’t he?”
“You have no idea,” Derpy muttered before focusing. “Anyway, what do we do? We can’t just leave him in there!”
Tick Tock was already transposing her question into the magic letters. Jot continued reading. “‘Go back to Keleth, of course! He seemed to have some idea of what was going on, and might be able to set up contact for you with the family of other victims of this. Beyond that, you’re on your own. I’m going to take a look around here and see if I can find anything out myself.’”
With that, the Doctor stuffed his psychic paper back into his pocket, turned on his heels, and trotted away.
Derpy couldn’t help a small sigh of relief. “All that flickering was giving me a headache.”

*o*o*o*o*

“Keleth!”
The voice, somewhat familiar, rang out like a bell. Keleth turned in answer and found Jot, along with two ponies from before. “Jot.” He raised a scaly eyebrow. “You don’t have any of the decorations. Where’s your third friend?”
“Trapped in a mirror,” Tick Tock said flatly.
He only got a confused look back. “What?”
“Do you know anything about the mirror in the Fourth Warehouse?” Jot broke in. “Seems like the Doctor’s gotten trapped in it.”
Keleth only looked more confused. “I don’t know what you’re talking about. None of our records show a mirror as having been stored in the Fourth Warehouse.”
The mare - Ditzy Doo, it would seem - reared onto her hind hooves. “W-What? That’s not possible, we saw that mirror!”
Keleth set down his clipboard. “Why don’t you accompany me to the warehouse? I’ll take a look at this mirror, and we’ll see if we can figure out its point of origin.”
“Excellent idea,” the unicorn commended him. With a small smile of gratitude, Keleth followed as the three led them to the warehouse in question, trying to put his unease about the place in the back of his mind.

*o*o*o*o*

There was no light. No landscape. No markers to tell where he was. He’d lost sight of the glass hours ago. Or had it only been ten minutes? His time sense, usually impeccable, was all mixed up now. Time didn’t seem to pass in this place, not really anyway. It was almost like the TARDIS, but it felt far more sinister.
The Doctor tried to shrug off the feelings and move forward. The sonic screwdriver clenched between his teeth lit his way with a blue glow, but its light only traveled less than a foot away before being swallowed up in the gloom. There was no way to see anything, he’d already given up trying when his eyes had begun to ache from straining so hard. It had almost become mechanical now, walking forward.
There was no point in wondering, no answers were to be had. There was no point in speaking, no one was there to hear. There was only space to be walked across - though for all he knew, he wasn’t really moving at all.
Sudden sound in the darkness, movement of black on black in the corner of his eye. He turned abruptly, blue light catching the edge of a black cloak before it moved too far away.
He removed the screwdriver from his mouth - the vibration was hurting his teeth, anyway - and spoke, voice commanding. “Who’s there?”
Silence reigned for a long, long moment, until he wondered whether he’d imagined what he’d seen. Uneasily, he turned back ahead and spotted something white reflecting back the sonic’s glow. He approached cautiously, before letting out a whinny that verged on a scream and scrambling back.
It was the bones of a dragon.
Laughter began to echo around the cavern that was not a cavern, bouncing off of walls that were not there. The Doctor glanced around, eyes fearful, and suddenly he was there, with the scarcest hint of movement. Ruby red eyes burned from the shadows of his hood.
The Doctor spoke, false bravado lacing his voice. “Y-You’re the one trapping everyone here, then? What for? Answer me!”
The being raised its head, blue light illuminating a sickening, fang-toothed grin.

*o*o*o*o*

When the doors rattled open, darkness loomed. Jot blinked uneasily. “I thought we left the lights on in here…?”
“Hang on, I remember where they are,” Derpy announced, spreading her wings.
“Are you sure?” Tick Tock asked, green gaze concerned. “You bumped into a statue earlier, don’t get hurt trying to turn them on in the dark.”
Derpy shook her head. “I’ll be fine, Tick Tock, thank you.” She took to the air before he could say another word, darkness swallowing her up.
Thankfully, the stallion and two dragons didn’t have to wait long before they heard the click of a chain being pulled and the lights flickered on.
Derpy was fluttering nervously by the string, a smile on her face. “S-See, the mirror’s right-” She turned to point, and froze.
Keleth blinked before shaking his head. “I’m sorry, but if this is some kind of joke, I’m afraid I’m not seeing the amusement.”
“N-No, it was right there a minute ago!” Jot protested.
Keleth gave Jot a disappointed look. “I thought you were above this kind of tomfoolery, Jot.” With a sigh, he started to head towards the exit. “I’m afraid I have duties to look over, so you can tell your friend that your little prank failed. And do bring the decorations next time.”
“Wait-!”
The door thudded shut behind him.

*o*o*o*o*

Jot examined the spot against the wall where the mirror had previously leaned. He appeared to be searching for cracks in the wall, or any other sign of what may have become of the instrument. Tick Tock, meanwhile, was pacing, rhythmically clicking his tongue while he tried to work out what kind of trickery had gone into these occurrences.
Derpy was sitting on the floor by the light chain, simply watching him walk. He was so lost in his thoughts that his movements had become extremely labored, from the way he couldn’t quite manage a full range of motion with his shoulders to the way he put so much focus on his front hooves that he almost seemed to forget about his back ones, resulting in an odd, almost limping gait.
“It’s not hurting him.” Derpy jumped as Jot spoke softly beside her. He was giving her an understanding look, a smile curling his reptilian lips. He sat down, continuing, “The sting happened at the base of his neck - you can’t see it under his mane - so the front half of his body, including his face and shoulders, are the most affected by his paralysis. When he was first relearning to walk, he’d forget to move his back hooves at all because he was concentrating so hard on the front two, and fall down a lot. He’s gotten a lot better, but he still slips back into that if he’s not paying too much attention.”
“I see.” Derpy gave Jot a half-hearted smile, gaze trailing slowly back to the empty wall. Jot placed a comforting claw on her shoulder.
“We must have done something differently, when we first came in here,” Tick Tock announced suddenly, interrupting their conversation. “Something that triggered the appearance of the mirror.”
“Well, didn’t Ditzy bump into a statue?” Jot asked, glancing at the statue in question - a depiction of a dragon, using its fire breath to battle back a Windigo.
“I don’t think that made much of a difference,” Derpy said. “It didn’t do much. I barely tapped it.” Suddenly, her golden eyes widened. “Wait! When we first came in, the lights were off, weren’t they? And then Jot-”
“Lit up the room with his fire breath,” Tick Tock finished. “That must be what triggered the mirror’s appearance!”
Jot’s brow furrowed. “But everyone in this community is a dragon - everyone would have done that.”
“That must be why none have returned,” Derpy said, voice trembling.
“The mirror would have taken the Doctor because he was closest,” Tick Tock said. “But this was definitely a trap laid for the dragons here.”
Jot’s eyes darkened. “Only question is, what did they need the dragons for?”
Silence reigned for a moment before Tick Tock spoke resolutely. “Only one way to find out.” Beside him, Derpy gave a determined nod. Jot blinked in confusion before sudden understanding lit his face. “A-Are you sure?”
“We have to find him,” Derpy stated simply. “Who knows what’s on the other side, or what they’re doing to him!”
Jot smiled at the mare’s loyalty to her friends. “Okay.” He drew in a deep breath, reached up overhead, and tugged the chain, the lights dying immediately.

*o*o*o*o*

“You’re insane!”
The figure opposite the Doctor was still smiling its eerie smile. The Doctor’s chest heaved as he stared it down.
“What is insanity?” it rasped, voice neutral. “Because, my dear Doctor… I know that you’ve been there before.”
Echoes emerged from the shadows, from images not quite clear in the darkness, whispering in the Doctor’s ears. “The laws of time are mine, and they will obey me!” “One day it would drop out of the sky and tear down your world.” “Good men don’t need rules.”
The Doctor’s eyes burned as his ears dropped back, his whole demeanor changing in seconds. For a moment, he was no longer the Doctor, savior of galaxies. He was the same lost soul he’d been as he’d watched the life fade from the eyes of all those his adventures had killed.
“Join me,” the dark voice whispered, rattled, echoed. A sickly white glow appeared in the blackness, beckoning.
It was like a blanket, descending over the Doctor’s mind. Everything deadened, grew darker and blurrier, and he just felt so tired.
Without even willing it to happen, he could feel his mouth fall open, his voice begin to rasp his answer. “Ye-”
Another voice broke in, this one much brighter. “Oh, no, you don’t!”
“What?” snarled the other, recoiling.
The Doctor, meanwhile, turned his head. “Ditzy?” And sure enough, there she was. Winds flared to catch the nonexistent breeze, blonde mane streaming out behind her, his sunbeam ponified. What was she doing here? Didn’t she know the darkness would stifle her light?
“I must admit, it was an ingenious plan.” A third voice now, quieter, expression more subtle but still definitely there. “Shame you never thought to factor in all the exponents.”
Another pony emerged from the darkness. Tick Tock, the ex-soldier, the inventor, the kind-hearted unicorn. They’d both come. To rescue him?
A sinister chuckle filled the air. “I may have overlooked the two of you, but that doesn’t mean I can’t eliminate you now!” A bolt of lightning split the darkness, Tick Tock leaping in the way just in time to raise a magical bubble to protect them.
They were protecting him. They were risking their lives to save him.
But then, that was something they did every day, wasn’t it?
As the unseen figure screamed out in rage, the fog cleared from the Doctor’s mind. Blue eyes blazing, he stepped forward to stand beside them, raising his voice in a shout of his own.
“Stay away from my assistants!”
The creature snarled, doubling its attack. Tick Tock winced under the effort of maintaining his shield, but a high-pitched buzz relieved some of the strain - the Doctor, supporting the magic with his screwdriver.
“What’s going on, Doctor?” Derpy asked, eyes wide and voice hushed.
“That thing is responsible for all the disappearing dragons,” the Doctor answered, fiddling with the dial on his device. “It’s draining the life from them and using their magic to bolster itself. All it needs is one more victim to break through!”
“One more dragon… or three ponies!” came the growled response. A sudden, bright burst of stronger magic shattered the shield, and all three ponies stumbled.
With a dark delight, the voice cried, “Time to end this little game!”
Derpy sprang to her hooves, golden eyes burning as she stamped a forehoof. “No!”
Both stallions began scrambling to a standing position, trying to stop her, but the other creature recoiled as though it had been struck. “What?”
Derpy took advantage of the creature’s confusion. With a cry, she leapt forward, beating her wings in its face. The thing cried out in response, stumbling back as its hood fell.
“It’s a Windigo!” the Doctor declared, shocked.
The horse-creature hissed, baring its fangs at Derpy. The mare, however, refused to be intimidated, using her still-airborne status to avoid its swipe at her throat. “Tick Tock, now!”
The Windigo made its fatal mistake: looking at the pony she’d named.
A small device suddenly landed on its forehead, a light shining from the center. With a cry, the Windigo fell to its knees as balls of brilliant light shot forth, scattering in the surrounding dark. Finally, the device went dark as the creature fell to the ground.
“What was that?” the Doctor asked in disbelief.
“My newest invention,” Tick Tock answered in a satisfied voice. “Magic-draining badges. They take away just enough of the enemy’s strength to leave them alive, but unable to continue fighting.” His voice darkened somewhat as he added morosely, “I assume those energy pockets we saw before were the dragons’ souls.”
“That’s brilliant!” the Doctor declared, smiling at the unicorn.
Tick Tock affectionately flicked his ears towards Derpy. “You should be thanking her. Without her advice, I never would have thought of them.”
Derpy grinned even as she blushed. “See? You can think like a soldier without hurting anypony!”
“Agreed,” said the Doctor warmly. “And I must say, I am proud, Ditzy Doo. That was incredibly brave.” Then, as the Windigo groaned, he added, “I’d better take that creature back to its home planet. Let’s not keep Jot waiting!”

*o*o*o*o*

“Wow.”
The three ponies stood with their fire-breathing friend and watched over the town as the dragons gathered in the street. The crowd bustled with activity, everyone excited as the countdown began to light up the decorations running down the streets.
“It’s so lively!” the Doctor declared.
“Hearth’s Warming Eve is a big holiday,” Jot said with a smile. “It’s a time to cherish with your family.”
“Three! Two! One!” The lights sparkled to light, bathing the crowd in a multicolored glow. Sounds of wonder spread like wildfire, and Tick Tock was the only pony left in the town without a smile.
“Uncle Jot!” a small voice called. The dragon grinned as he turned his great head towards the source. A pink-coated unicorn filly was waving ecstatically, while the blue-gray unicorn filly beside her watched. “Just a moment, girls,” Jot called back with a wave of his own.
“Who are they?” Tick Tock questioned.
Jot smiled at Tick Tock. “Those are your 25th-great grandnieces.”
Tick Tock stopped, looking at Jot with his mouth halfway open to speak, but not a word was coming out. Derpy, meanwhile, giggled. “Aw! Lightwing got married?”
“That he did,” Jot answered with a small laugh. “Anyway, I’d better go - looks like it’s time for me to go help set up our home with decorations. It was nice to see the three of you again.”
“The same to you, Jot!” Derpy answered exuberantly, trying to shake his huge claw. “I hope we’ll see you again soon!”
Jot chuckled. “I feel the same.” Then, suddenly, he leaned over and pressed his scaly lips to the mare’s cheek.
Derpy felt her face going red. “W-W-What?!”
With a chuckle, Jot simply turned to his brother, who looked similarly shocked and somewhat like he’d been punched in the gut. “Take care of her, all right?” Then he walked away, leaving the three ponies wordless.
The Doctor gave a quiet laugh and elected not to say a word about the way his companions were both fire-engine red. “Well, we’d better get going. Lots of places to see, things to do!” He pushed open the TARDIS doors, Tick Tock following close on his heels, clearly headed to lock himself away in his room again.
But as Derpy watched for just a moment longer, the fillies’ mother appeared, calling their names. “Moonlight! Starbright!”
It was the same pony who’d cut her off in line for hot chocolate before. The mare’s gaze followed her children’s, freezing when she spotted Derpy standing just behind Jot.
With a smile, Derpy gave a friendly wave. “Happy Hearth’s Warming Eve!” Then she turned and entered the TARDIS, the sound of the engines backing up her cheerful sentiment until nothing remained of their presence but the indent in the snow where the blue box had been.

Intermission Two: The Doctor's Memories

The familiar low, vibrating hum echoed through the TARDIS, the only thing interrupting the blessed silence. For the moment, peace reigned aboard the ship. This time, however, the occupants were not away. The companions were sleeping and, in a rare event, her wayward thief was unconscious in his room as well. The TARDIS cherished these few moments - times when she never had to fear for her time traveler’s safety, but was allowed to keep the soothing quiet she usually only got when nopony was aboard.
With a satisfied sort of mechanical sigh, she turned her attention to the occupants in question. Her consciousness made its first stop in the room nearest to the console room. In this room, Ditzy “Derpy” Doo lay tucked into a bubble-themed bed with a contented smile on her face, wings twitching slightly as she flew in her dreams. The TARDIS gave a small beep in a smile - no matter what they saw every day, the gray mare always found a way to remain happy. The Doctor needed a pony like her in his life, more than she could have ever imagined.
Deeper aboard was a room filled with all sorts of half-built machinery and other clutter. The only clean space in the room, almost an island, was a bed, where Tick Tock was now dozing. When he’d first boarded the TARDIS, his nights were often spent restless as nightmares plagued him, memories of battled monsters and faceless bullies swirling through his mind and coalescing into images of seven-headed dragons and gaping maws and jeering comments. Now, though, he’d seen things that he never would have dreamed possible before, things that made him understand that it was all worth it, and his nights had grown peaceful.
No, it was not the two ponies aboard the ship that she was worried about. She hesitated outside the door to the Doctor’s room, knowing what she would find inside. The distressed expression, the thrashing in his sleep, the soft whimpers as the images he couldn’t remember in his waking moments flooded back in dreams. Human faces, those he’d once known, those he’d once lost. Those that, unawares to him, were waiting desperately for his return.
He wasn’t ready, she told herself once more as she stole into his room. He couldn’t help them, not yet. She reached gently into the recesses of his mind and dulled the images, packing the memories away once more, until he grew quiet.
One day, soon - she hoped - he would be ready for what he had yet to face. When that happened, she would bring him home.
Until then, she would protect him as best as she could.