Doctor Whooves - The Series: Episode Two - Game of Stones

by Loyal2Luna

First published

Twilight, Rainbow and Applejack travel 3000 years into the past with their new friend the Doctor, to the ancient city-state of Roan. They meet the famous Leonard DiHoovsie, and find themselves embroiled in a deep mystery with dark implications.

The Doctor's adventures in Equestria continue in this second installment of the Doctor Whooves Series.

His nature as a Time Lord revealed to Twilight's friends, the Doctor prepares for his first jaunt into Equis' history with Rainbow Dash when Applejack informs him of something mysterious she saw as a filly. Intrigued, the Doctor and Twilight, accompanied by Applejack and Rainbow Dash, travel 3000 years into the past to visit Ancient Roan during the Reneighssance Period.

Upon arriving, the ponies are beside themselves with wonder as they explore a place they once thought existed only in history books. They even get to meet a living legend in the form of Leonard DiHoovsie: the famous inventor, thinker, painter, and philosopher. But not everything is at it seems, and something disturbing is happening just under the surface of Roan's exquisite architecture. With strange rumors abound, and a string of unexplained and unsolved disappearances plaguing the historic city, the Doctor's companions are about to discover that some things are left out of the history books for a reason.


"Game of Stones" is the second episode of the Doctor Whooves Series and the fourth of the expanded "Number 12" continuity begun by the inspirational Squeak-anon.

It is strongly recommended to read the following fics here on FIMFiction before proceeding with "Game of Stones."

1 - Number 12 by Squeak-anon
2 - Traveler by Squeak-anon
3 - The Pinkie Conundrum

Comments and critiques are very much desired and let this crazed writer know that the herd does indeed care.

Elements of Number 12 & Traveler: Squeak-anon
Doctor Whooves Intro posted on YouTube by: Cshep99
Cover art provided by FoxInShadow from
Proofreader, Editor and Number One Assistant: 2dextreem

Prologue: Oddity in the Gallery

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Prologue: Oddity in the Gallery

The Pony City-state of Roan
1491 A.R. (Astrolia’s Reign)

The cobbled stones that made up the well-trotted backstreets of the city were wet and slick this night from the earlier rain, glistening as Astrolia’s Moon stone brightly overhead to grace the whole of Roan in its everlasting beauty. While many of the city’s ponies had long since turned in for the night, the tall stone and wood buildings, with their façades showing the rich and blooming nature of Roanan architectural supremacy, still gave the city streets a life of their own that might be well appreciated by the occasional late-night traveler or night watchpony.

But for one pony, the majestic sight was ignored as the sound of his beating hooves pounded and clopped awkwardly against the street, moving at the fastest gallop that could be achieved while turning the tight corners of the edges surrounding the stone buildings.

It was all he could do to keep himself moving as the stallion’s hooves tried to slip out from under him in the dark alleyways. His large golden eyes looked about wildly, the streets he was so familiar with during the daytime taking on an alien appearance and tone in the dim lunar light. Panting while he kept his legs pumping, his chest burned painfully as the stallion now greatly regretted not taking the time to maintain his frame, rarely moving faster than a brisk trot most days.

Astrolia help him, he had to get away.

A cloud passed over the Moon just then, casting a deeper shadow over the city as fear and panic drove him all the harder. Still, there was a chance, however slim, as the pony took a hard left down an adjacent street and hopefully out into the open marketplace where help might be found.

What he had not expected was to slam headlong into a scaffolding that had been set up along the side of this particular plaza, sending him crashing and tumbling down the alley.

He wanted to cry out for help -- to call for aid -- but he couldn’t. There wasn’t time and he couldn’t find the breath to do anything except scramble up to his hooves and start again, dashing away as quickly as they would take him. He dared not look back as he came to another turn in the streets.

Where was he now? He couldn’t tell. He was going too fast. Was this Pomegranate Way? Or Marble Calf Street? Forced to make a choice, he turned right.

And only a few strides down the way, found a dead end.

“No…” was all he could utter between pained breaths, his knees trembling as his four legs threatened to give away underneath him.

Still unable to cry out, the unicorn had no choice but to turn, his backside pressed against the wall as his eyes scanned the darkness. The red beret on his head was off-center and leaned against one ear as his horn glowed slightly, lowered in an awkward defensive posture as he gasped for breath. His yellow mane and fur was matted with sweat, and he tried to steel himself against whatever might come around the turn after him.

Unbidden, he found himself wondering…

If this was the end…

...would anypony remember him?

Manehattan Museum of the Arts
991 C.R. (Celestia’s Reign)

-3000 years later-

A blonde-furred, yellow-maned stallion, adorned with a fashionable red beret and a trimmed goatee. That was the portrait that stood larger than life over the newly finished wing of the famous Manehattan Museum of the Arts, and was a perfect likeness of the unicorn to whom this formal affair had been dedicated to. A small crowd of well-dressed and proper ponies from all over Equestria took in the scene as the ribbon was cut. There was polite, toned neighing and hoof-clopping as the museum’s curator, a stuffy-looking old stallion with a painter’s brush set over a thick book as his cutie mark, shook hooves with the Mayor of Manehattan, an equally formal and elderly stallion whose cutie mark bore the image of a rolled up scroll and a quill.

Flashes of large, awkward camera boxes filled the area as the hoof-clopping applause continued, muffling the sound of the cameras while dozens of photographers jockeyed for the best shot. It was a formal occasion, of course; much of it for show as the scene was specially set for this rare and exclusive look at a pillar of Equestrian history, granted only to the upper crust of Manehattan society.

As several groups of the crowd began to mill through the new wing, one in particular was headed by an expert on the subject of so much attention. He led his charges along the path and gave a clear lecture to the gilded and fancy assortment of gathered unicorns, pegasi, and earth ponies as they approached the original piece which had been reproduced for the banners that adorned the outside of the hall.

“Leonard DiHoovsie, born 1471 A.R. to a minor unicorn notary and a common earth pony mare. His likeness captured here by his student, Francio Oreo, he was easily the most accomplished and influential unicorn of his time. Remembered in this age primarily as an artist, Leonard was a Scholar of Magic, scientist, inventor, architect, engineer, botanist, anatomist, and philosopher of great talent, as well as a visionary far ahead of his time.” The tour pony nodded, his hoofs clipping the tile floor crisply as he led the procession towards a wall adorned with dozens of sketches of fantastic machines, pegasus wings and notations of their motions, and illustrations of different sorts of clouds.

“Long before the Noble House of Pegasus began their first tentative steps towards the taming of the weather during the Sisters' Reign, several hundred years after his passing, Leonard had already written multiple theses on the subject, rejected in his time as being far beyond the ability of any living pony. This, along with many of his other theories, have been proven time and time again to be correct, providing the building blocks of much that we ponies take for granted today.”

The small herd followed along as there were soft, pleased murmurings as to the nature of the sketches, so highly prized and sought after, their values in the area of millions of golden bits despite looking so creased and faded with age.

“And for this one night only, in commemoration of the historic three thousandth anniversary of its founding, the Royal Astrolia Society for the Preservation of the Arts has allowed for this viewing of these original works by the Master Artisan himself. Lesser-known pieces of art from later in his life, as well as originals of perhaps the most famed canvases and sketches in the history of Equis. From these rough sketches of his first thesis on the subject of magic: A Study of the Miraculous, to the crown jewel of the Royal Society’s collection: the famous Mara Lighta itself. Now, over here…”

The herd continued on, following and smiling like the expressions had been stamped on their faces as the tour continued, oohing and ahhing in all of the right places, some of them genuine while others merely followed along with their more artistically appreciative peers.

And one filly trotted along with them, almost unable to see in the ocean of legs as she tried to stay close to her family in this place, keeping quiet as she listened and tried to behave like a proper Manehattanite in spite of her growing disinterest and restlessness. She found herself wondering what her brother and Granny might be doing now that the Sun had set and the day’s work was done…

It was a slight gasp from her dear aunt that brought her attention snapping back to the present, noting several similar reactions.

“Ah, yes… This relatively unknown piece, thought to be one of Master DiHoovsie’s final works, has been the topic of much debate and discussion among members of the historical and artistic communities for centuries. Presented here for public display for the first time since the end of Astrolia’s Reign,” the tour pony droned on, standing next to a framed canvas that had caught the attention of the herd following him.

Now curious as to what had garnered such attention, the small orange filly pushed herself up to the tips of her hooves, struggling to see past the flanks of the adults.

“Entitled La Machina Impossible, or The Impossible Machine, this icon of unknown origin is believed by most artistic scholars to be symbolic of Leonard’s lifelong passion for flight, and an unfulfilled desire to experience it firsthoof, as magic of the age had not advanced to the degree required to allow even one of his ability to imitate the gift of birds or pegasi. The colors of the central object of the piece, often associated with sadness, denote what was in his time a depressing limitation, and the darkened storm clouds and lightning are thought to represent the harsh realities of his era. Certainly a rare show of expressionist tendency, and perhaps, overly fantastical notions compared to the majority of Leonard's better-known works of realism. Some historians claim that the piece was not done by DiHoovsie himself, but rather, one of his many students. Upon his passing, this particular piece was the only one of the Master's extensive collection of works to be donated directly to the then newly established R.A.S.P.A. Now, moving on…”

The herd began to move on, accepting the expert’s description of the work, many nodding in agreement with this interpretation as they continued to the next piece. They finally cleared the way for the single filly who stayed behind, looking up at the painting with her head turned at a slight tilt.

It was a tall blue box with windows on the sides, that seemed to be flying through a tunnel of storm clouds as streaks of lightning blazed past it.

And for the orange, blank-flanked filly, there was a strange sensation. A feeling as though, for just a moment before she had actually looked at it… it had been moving.

“Applejack, don’t fall behind, dear,” Auntie Orange called for her sweetly, clicking a hind hoof to get the filly’s attention.

“Ah… Ah’ve seen this before…” she found herself uttering, her speech slipping into her old farm-laden tone that her uncle and aunt had been trying to teach her to get past.

“Applejack! Time to get up!”

The voice wasn’t Auntie Orange this time, but the much higher and much more familiar tone of a filly that wouldn’t even be born for years yet.


With a slight start, Applejack opened her eyes and raised her head, the sleepiness that still permeated her entire frame keeping hold for a moment longer as she took in her surroundings.

The Sun was up and gleaming into her room, and there was the telltale sound of the rooster’s crow just outside her window. Her stetson hat was sitting in its familiar spot on the headboard of her bed.

“Hey, AJ!? You okay in there?”

Applejack didn’t answer. The farm pony’s thoughts were not on the orchard for once, nor the fact that she had slept in for perhaps the first time in years, nor even the sound of her younger sister kicking a hoof at the door and trying to wake the young mare.

Applejack’s thoughts were on what had transpired the night before on Stargazer Ridge… and the memory that had faded from her waking thoughts only to come crashing back to her in her sleep.

“Ah’ve…” Applejack shook her head even as the image of that painting from so long ago remained locked in her mind's eye.

A painting made almost three thousand years ago... during the Reneighssance.

“Ah’ve seen it before…”


*Opening Theme*

The Doctor
Twilight Sparkle
Rainbow Dash

Doctor Whooves: The Series
“Game of Stones”

Ch. 1: One Ponyville Morning

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Chapter 1: One Ponyville Morning

Sweet Apple Acres
Ponyville, Everfree Province of Equestria
5th of Summer, 1001 C.R. (Celestia’s Reign), 8:45 a.m.

Applejack wandered downstairs from her bedroom at a slow trot this morning, her mane and tail a bit frazzled as they had been quickly forced into the rubber bands that let her manage her long blonde hair during the workday. But even as she walked into the kitchen, already quite alive with the sounds of movement and the fetching aroma of cinnamon-apple buns, she felt just a bit better. Even if her body was weary and her mind was a thousand miles away, the orange farm pony could always appreciate that scent.

Apple Bloom, who had retreated only scant minutes before from a barrage of incredibly stiff pillows, was already seated at the table next to Granny Smith, who actually looked quite alert this morning -- no mean feat for a pony pushing well over a hundred -- while Big Macintosh moved about the kitchen fluidly despite his great size and heft.

The Apple Family kitchen, easily the largest room in the house with its three baking ovens and pony-sized apple wash stall, was the only place in all of Ponyville where Big Mac ever took off the yoke harness that he was famed for wearing, now hanging on a hook over the stove-top and making him seem slightly smaller than any other time.

Applejack felt a slight pang of guilt as she remembered that it was supposed to be her turn to fix breakfast this morning. And it seemed that, as usual when she slacked off, her workhorse big brother was right there to make up for it.

“Well, good mornin’, Big Sis!” Apple Bloom spoke up as Applejack trudged into the room, a smug, superior-looking grin on her face as she savored a rare victory against the mare who often scolded her for sleeping in. “And here we was thinkin’ y'all ’d be up there snoozin’ away till noon.”

Applejack mumbled back something unintelligible under her breath, sounding a bit like Granny Smith as she moved to the table and sat back on her haunches. Her hat slightly askew and with discolored bags under her eyes, her attention was whole worlds away from engaging in a verbal sparring with the youngest Apple Family filly. Something which said filly seemed to take as a personal invitation to press the issue.

“Welp, if y'all wanna hop back up to bed, Ah could bring breakfast on up for ya.” Apple Bloom continued to smirk, attempting to elicit some response from the proud farm pony. “Big Mac an’ Ah’ll handle the tendin’ an’ the weedin’. You just rest up. Tell ya what, Ah’ll take the cart on into town an’ see if Ah can find Rarity. The two a’ y'all can spend the day paintin’ each other’s hooves and gossipin’ up fer--”

“Bloom, that’s enough.”

The filly fell silent as Big Mac moved to the table, precariously balancing a plate in each forehoof and two more on his head before managing to shift the goods to the table, each an appropriately sized bun to match the appetites of those gathered, still steaming and warm from the oven.

The large, red stallion’s tone had been soft, as it always was, but there was a definite hint of concern in his voice as he looked Applejack up and down, the mare’s eyes still sagging and her head slightly bowed even at the table.

“Must’ve been some party Pinkie threw last night…” Big Mac started, his voice solid but hinting ever so subtly that he was hardly convinced as to that explanation.

Applejack almost froze up as her eyes widened considerably. He was asking about last night... About what had happened…

Of course they were asking. How could she have not been prepared for them asking? She was out late and didn’t come back until well into the early morning, which would have been difficult enough without the extra hours of time she had actually spent out of the house that they weren’t even aware of.

What was she supposed to tell them?

That last night, she and her closest friends had encountered an ancient, alien stallion with a magic box, who took them to the Moon, with the whole of Equis glowing with beautiful pastel greens and blues and whites right over their heads? That he had given them instructions and rules on traveling with him, hinting that it was to be only the first of many trips across all of the universe? Across time and space itself, where nopony had ever gone before? And then, for good measure -- and, she figured, simply to show off -- taking them deep into space to see a wondrous nebula from the doorway of the magic box that was so much larger on the inside, a comet crossing their gaze so closely she could have picked out every imperfection on its surface and how the shimmering air and tail around it glowed against the backdrop of that swirling orange and red cloud in space?

That she had seen something so powerful and moving that, even here at the breakfast table, remembering and focusing on it threatened to bring a tear to her eye?

All of that… and she had promised, not just to her friends or even to the mysterious stallion, but (by extension) to Princess Celestia herself that she would keep it a secret.

Applejack didn’t like secrets… and worst of all, she hated lying in order to keep a secret. But even more than that, she knew that she couldn’t break this promise. This wasn’t like a surprise birthday party for Pinkie or smiling while Big Mac told Granny Smith that Sweet Apple Acres was doing "just fine" even as they were dipping into the red ink right out of the gate for the season. This was so much bigger than that.

Even if it was right there on the tip of her tongue and she had to physically swallow to avoid it bursting out of her mouth, she simply tried to force a smile.

“Err… yeah. Some… party.” Applejack chuckled weakly, her teeth gritting together as she held the expression in place.

Big Mac nodded while Granny Smith said nothing, simply lifting her half-sized bun to bite into. Unfortunately for Applejack, however, her younger sister had not yet learned that there were times when it was best to just let something go.

“Hold on, you’ve been ta dozens a' Pinkie Pie’s parties and she ain’t never done things so crazy that ya turned inta a no-fun zombie-pony the next mornin’. Jeez, Sis, what in tarnation’s wrong witcha?” Apple Bloom cocked her head to one side curiously. “Did y'all get inta the cider from the far back shelf of the storage shed or sumthin’?”

Applejack was about to protest this allegation when Granny Smith came to her rescue.

“Ehhh… An’ what exactly do y'all know 'bout back shelf cider, little Missy?” the ancient pony inquired, her voice ragged and more than a bit dry with age, but still dangerously edged.

Apple Bloom’s eyes went wide as Applejack was allowed to relax, the subject pulled away from her as the more devious younger filly tried to work her way out of yet another circumstance where her loose lips had let on that she knew something that she shouldn’t have.

Applejack munched quietly on her bun, not paying any real attention as Big Mac and Granny Smith proceeded to double-team the filly on the reasons not to go anywhere near the heavily fermented cider that was kept as part of a "select stock" of Sweet Apple Acres. Her thoughts instead turned back to that time in Manehattan.

It had been over ten years ago now when she had attended that art gallery, bored almost to tears. She remembered that was the night that her Aunt and Uncle Orange had invited some of their friends who had been at the gallery as well to dinner, where she was supposed to dazzle them with how "sophisticated" she was.

It was a story she had told to the self-proclaimed Cutie Mark Crusaders only a few months back, about how she had witnessed Rainbow Dash’s Sonic Rainboom the next morning and had come back home where she belonged right after. Her tale had been so focused on that particular part of her memories that she had forgotten to mention the things she had seen the night before. It had never seemed important until just now. But now that she thought about it, she found herself conflicted.

That art had been old. Ancient, even. Painted way back before Princess Celestia had even been born. Or, for that matter, before Equestria as they knew it had been formed, if she remembered her pony history properly from school -- something she was sure Twilight could verify. And yet, there it had been, supposedly painted by a pony even simple farm-folk had heard of that lived thousands of years ago.

Did that mean the Doctor was going to go back and visit that time, or did it mean he already had? But if he already had, then didn’t that just mean that he was going to eventually? Did that mean she was going to see it as well? If he had only just arrived in the past few days, how could that painting have already been there when she was a filly? What if she went and told the Time Pony about it? What would he do? What if she didn’t tell him, and he never went back in the first place? If he didn’t go back, then who painted that picture of the blue box?

Twilight had said that the Doctor traveled around fixing things. What if there was something back then that needed to be fixed? What if it didn’t get fixed? Maybe there wouldn’t have been a gallery exhibit. And if there wasn’t a gallery, they may not have had those city ponies over for dinner.

What if she hadn’t made a foal of herself in front of Aunt and Uncle Orange’s friends? Would she still have been up looking out the window that next morning? Would she have seen that rainbow?

What if none of it even had anything to do with this crazy Time Pony, and she was just misremembering what she saw because of a crazy dream?

Applejack could almost feel her brain scrambling inside her head as she tried to think about the sheer complexities of the proposed time travel. Shaking her head, she feared if she didn’t stop thinking about it, her eyes would end up rolling around like the local mailmare’s.

“AJ?” Big Mac brought the mare’s attention back down to Equis, surprising her when she realized that not only had she barely eaten any of her own cinnamon bun, but that Granny Smith and Apple Bloom had already finished and left the kitchen without her even noticing.

“Wha…? Whoa. Kinda lost in mah own little world there. Sorry, Big Mac. Y'all need help with the dishes?” Applejack tried to smile and get up as Big Macintosh looked her over.

“What’s wrong?”

“Wrong? Oh, psssh... Wrong?” Applejack tried to keep the smile on her snout, feeling a cold sweat break out down her face as she looked this way and that. “Shoot… ain’t nothin’ really wrong. Ah feel fine. Jus’ some… bad dreams is all.”

“AJ...” Big Macintosh shook his head, the red pony’s tone causing Applejack to drop the façade.

He didn’t have to say it. She already knew she was the downright worst liar in the history of Equestria.

“Aw, goshdarnit, Big Brother. Look... Ah can’t talk about it. Not that Ah don’t wanna, Ah jus’ can’t! Ah promised.”


At Big Mac's silence, Applejack continued on, moving from her seat and pacing around the kitchen as she opened up a bit more. “Ah mean, nopony’s in danger or nuthin’. At least, Ah don’t think so. Jus’, it’s about this business wit’ the Princess… Ah think Ah can tell ya that much. Twi’s got this new friend an’ we’re all tryin’ ta… ya know… make ‘im feel welcome.”


“But Ah don’t know. Ah mean, somethin’ ‘bout ‘im jus’... sits like a bushel a’ scrumpy apples in the belly, ya know? Not sayin’ he’s mean or bad or nuthin’. Shoot, he’s downright charmin’, Ah guess. An’ smart. An’ kinda funny. But also kinda intimidatin’, ya know what Ah mean?”


“Twilight trusts ‘im. An’ I trust Twi. So, Ah guess Ah should give ‘im a chance at least.” Applejack kept going, feeling a bit more awake as she had the chance to work things out aloud. “An’ Ah did learn from that mess wit’ Zecora that ya can’t be afraid a’ nopony jus’ cause they’re different, right? So, maybe Ah’m worried ‘bout nuthin’, an’ Ah should just talk to ‘im. Ah mean, what’s the harm in talkin’?”


The orange mare moved up to the larger red pony and set her neck affectionately against his for a moment. “Yer right, Ah can’t jus’ sit around thinkin’ about it. Ah gotta do somethin’ about it. Wow, that sure is a weight off mah back. Thanks, Big Mac. These talks always do me a world a’ good. Ah feel better already! But, Ah better go talk ta that crazy pony real quick. Do ya think the farm can spare me jus’ fer a few hours?”

Big Mac took a moment before answering, walking over to where his yoke hung on the wall and taking it in both hooves. He tossed it up in the air before maneuvering to allow it to fall perfectly around his head, onto his shoulders, setting it back into its proper place. “Eeeeeyup.”

Nodding to the stallion, Applejack proceeded to race out the door at a steady canter. All she wanted was to just talk to the pony and see if he had any thoughts on that silly story from her foalhood. No trouble.

It wasn’t as if it was the end of Equestria, or something.

Carousel Boutique
9:13 a.m.

“This is the end of Equestria as we know it!” an off-white filly exclaimed, her violet-pink curled hair a tangle and her eyes remaining wide in panic as she tried to keep her fear from getting the best of her.

“Not to fear, I think I see the problem,” the strange stallion replied calmly, leaning down to have a closer look.

Sweetie Belle shifted uncomfortably on her hooves as she looked worriedly upstairs for a sign of the horrifying, razor-clawed monster that she knew would come out at any moment and find them. And knowing her sister’s habit of always catching her at the worst times, Rarity would be right behind that overfed puffball of a cat.

The Carousel Boutique had only just opened a few minutes ago, Rarity having asked her younger sister to wait for her downstairs while she prepared a few "special" ensembles for a "special" customer that she was expecting, and to let her know when he arrived. It had been a simple enough thing, she had thought, like that time Mister Marmalade or that hoity-toity fashion pony (What was his name? She couldn’t remember.) had come to call about this or that order.

And while she waited, what was the harm in bouncing around the new Super Bouncy Ball that Scootaloo had given her yesterday?

The answer to that question came in a matter of moments, as she lost control of a bounce and the ricocheting ball took the worst possible path, redirecting awkwardly off the walls where she couldn’t catch it before crashing right into an antique coo-coo clock, sending it careening to the floor.

She was finished, and she knew it.

That clock had been a collectible that came all the way from Canterlot and had cost Rarity more than a few bits because of its intricate woodwork and artistic styling. And she had broken it.

Then the door had opened, and there he was: the brown stallion in a fine suit and bow-tie that was definitely her sister’s work. Fashion might not have been her talent, but Sweetie Belle had been around the boutique long enough to recognize her sister’s style.

When she saw his cutie mark, she knew that Celestia had heard her silent pleas. A feeling that was only compounded when he rushed right over to see the problem, answering her question of, "Sir, can you fix a clock!?" with a soft smile.

“Absolutely nothing to worry about, sweetie,” the brown stallion remarked, turning the clock over in his hooves as he looked at the cracks and noted the bronze gears that were now rattling around in its face.

The filly gasped slightly. “How did you know my name?”

“Sweetie? Your name is Sweetie? Really?” The stallion looked confused for a moment, looking away from the clock as if her name was far more interesting. “Huh... Well, fancy that. Although I shouldn’t be surprised, given the naming practices in this particular culture.”

“Uhhh... Yep! I’m Sweetie Belle,” Sweetie answered, not quite sure what this strange stallion was talking about. "Soooo, can you fix it, Mister…?”


"Mister Doctor?"

“No, just Doctor. And of course I can.” He twisted the clock somewhat violently, breaking it open as Sweetie cringed, gears popping apart while he worked and continued to talk. “Good to see that night I spent assisting David Rittenhouse won’t go to waste. And here I thought my mate Benny was just wanting to get rid of me in order to attend Dashwood’s club. Aaaanyways, I’m sure this time we’ll finish up, at least. No redcoats to come in and start ransacking the place now, are there?”

“...Are you sure you’re a doctor? Why do you have an hourglass for a cutie mark?” Sweetie tilted her head a bit, watching him for a moment in shock and confusion. She found herself looking towards the stallion’s flank, and wondering if maybe the mark should be a straitjacket. “Come to think of it, I don’t think I’ve ever seen an hourglass mark before… What sort of special talent is an hourglass?”

From up the stairs, there was a sudden sing-song voice that chilled Sweetie Belle to the bone in spite of its pleasant tone. “Oh, Doctor? Is that you, dear? I’m not quite ready yet… Just give me a few moments to get these last few samples together.”

Sweetie met the Doctor’s eyes after a moment, the two ponies sharing the same horrified look. “What's my sister getting together?”

“No idea… And I’m not sure I want to know. So, you must be Rarity’s little sister, eh? And I guess that means this is Rarity’s clock?”

“Ya-huh...” Sweetie deflated, expecting a lecture on taking responsibility for one’s actions to come at any second from the adult pony.

“Well then, we’d better get this thing back together before she finds out, shouldn’t we?” The Doctor’s tone was playful, a smirk on his face as he shifted the clock around in his hooves a moment longer. “Let’s see... That should about do it… Hmm… Screwdriver, top pocket. Could you get that for me? I shouldn’t set these halves down. Also, just curious: If you’re ‘Sweetie Belle,’ doesn’t that make your sister’s full name ‘Rarity Belle’? The naming conventions here are still a bit over my-- Oh, dear, I don’t think that pin is supposed to go there. Alright, screwdriver, please.”

Sweetie was briefly stunned by his response and whip-lashing changes of subject, having to shake her head for a moment before assisting. Moving up and edging the metal tube thing from his pocket and lifting it up a bit, she stood up on her hind hooves as he took it in his teeth and pointed the device at the clock, the tip lighting up and making a strange whirring noise.

“What is that thing?” she asked.

“Honick hrewdrivar,” the Doctor replied with his mouth full, still maneuvering a bit here and there as the light flashed and the metal tube whirred. “Hit hixes dhings.”

Not sure what else she could do, Sweetie Belle watched in confusion, confused as to how he could possibly be fixing the clock when the stallion wasn’t even touching it with the tool. For a few seconds, there was quiet, the filly’s eyes darting back and forth between this "Doctor" and the door upstairs where Rarity was certain to come through any moment and discover the terrible deed.

Would she shout? Yell? Would she hate her? Would she send her back to their parents for the day? Or a week? Or forever?


“And there we go, good as new!” the Doctor announced, the clock now put back together and held in one hoof as he used the other to replace the strange device in his coat pocket. “One hoofmade clock with a few new features. Complete with a working coo-coo, timing, chiming hands, phases of the Moon, automatic winding, a perpetual motion pendulum, automatic time-change, (You do have timezones here, don’t you? No? What about Daylight Savings Time? Anyways,) barometer, thermometer, calculator, Geiger Counter... Oh, and look at that, a little red button.”

The Doctor paused as Sweetie Belle’s jaw all but hit the floor. She had absolutely no idea what this Doctor was saying, but looking at the ticking clock, she found that it didn’t matter. It was ticking, and all of the broken pieces on the front looked like they had never even been broken. Even the glass face of the clock, which had been cracked, looked brand new. He had fixed it completely in a matter of moments.

“Not quite sure what the little red button does, but it’s little and red, so it can’t be anything good... You may want to leave that alone.” He smiled, tossing the clock casually to the filly, who had to leap forward in terror, sliding on her stomach in order to catch it and prevent it from smashing into the floor again.

“How…? How did…?”

“Oh, and hold onto this.” The Doctor lightly kicked the Super Bouncy Ball, which had been forgotten in the panic over the clock itself and left on the floor, sending it rolling to the white filly’s nose. “You never know when one of those might come in handy.”

“Oh, Doctor~” The door upstairs opened again and the resident fashionista stepped out, a set of orange spectacles with sparkling sequins at the flared corners adorning her face as she grinned, beaming brightly towards the "special" customer, then noticing Sweetie Belle. “Oh, dear. I’m sorry, Sweetie, I just got so wrapped up, I almost forgot you were down here. So sorry, Clockwork. I hope she hasn’t been a bother.”

As Rarity apologized, moving down the steps, Sweetie took a step back, realizing that her sister hadn’t even noticed that she had the expensive coo-coo clock still in her hooves.

This was very strange.

She seemed fixated on the brown stallion, and there was something odd about when she said his name, "Clockwork," her tone rising as if she were emphasizing it, implying something peculiar about the name itself.

“Oh, no bother at all,” the Doctor explained, nodding a bit as he set a hoof on Sweetie’s head. “Your darling sister here was just showing me this fascinating timepiece. Really, a show of extraordinary taste. And such a sweetheart shouldn’t stay cooped up in a boutique all day, I might add. It might be better if she was outside, having fun, playing with friends, wouldn't you say?”

Sweetie could hardly believe it. Here was a grownup stallion -- a responsible adult -- lying through his teeth just to keep her out of trouble.

Rarity gave the stallion a questioning look at this. “I’m sorry, have you met my sister yet?“

“Oh, I have. And take it from somebody--”

“Somepony,” Rarity corrected quickly.

“Somepony who knows…” the Doctor backtracked. “Creative, talented, restless young pony, plus boredom, multiplied by no fewer than three dozen breakables in easy view...”

Rarity suddenly found herself looking around the shop, at the swaths of fabric rolls, the fanciful decorations, and the cases of jewels intended for her higher grade fashions.

Sweetie Belle noticed her sister’s eye twitch slightly from behind her glasses.

“Does this sound like a formula for good things?” the stallion concluded.

“...Sweetie, darling,” Rarity started after an awkward moment of silence. “Would you… rather go out today with your friends?”

“...Yeeeeeah?” Sweetie answered, more than a bit surprised. Her sister didn’t trust her to make a glass of water, let alone go off unsupervised to join up with the other Cutie Mark Crusaders outside of school.

“Well, if you'd like, how about you go on out and have some fun today? Just… be back in time for lunch, won’t you, dear?”

Sweetie Belle instantly perked up. Getting out of waiting around the boutique for hours on end and getting to go out with her friends instead of being sat down for nopony knew how long for breaking her sister's clock?

This was incredible!

“Now then, back to business. It’s so very good of you to drop in this morning, Clockwork.”

“You left a note with Spike. Said it was urgent and that I needed to come straight away…” The Doctor narrowed his eyes suspiciously. “What exactly is this abou--”

Absolutely urgent! Now, come along. Upstairs, I’ll show you.” Rarity moved up to the Doctor’s flank, stopping him in mid-question and nudging him in the direction of the stairs urgently.

“Um…” The Doctor suddenly looked quite uncomfortable as he tried to dig his hooves into the carpet to combat Rarity’s shoving, to no avail. “You know what? Perhaps this could wait for another time.”

“Oh, nonsense. Come along now, darling. I’ve got something absolutely magnificent in mind.”

“‘Darling’?” The Doctor’s confident expression faltered as he found himself suddenly being pushed by an abnormally sturdy mare towards the stairs up to the main workshop area.

As he was ushered up the steps, unable to quite push past the smaller white mare, his blue eyes fell to Sweetie Belle with a silent plea.

Help me…

Sweetie watched the door close behind her sister, the clock still in her hooves as she tried to figure out what had just happened.

Rarity never just let her go like that. She loved her sister dearly, of course, but if there was one thing that Sweetie knew was an absolute truth about Rarity, it was that her need for perfection in nearly everything tended to make her almost a smothering influence on the young filly.

She came to just two conclusions: Grownups are weird… And there was something very strange going on about this "Doctor Clockwork." And now she had to find out what.

This sounded like a job for the Cutie Mark Crusaders!


“Now, take off your clothes.”

The Doctor’s jaw almost hit the floor. Nothing good ever came of conversations that started this way.

“…and feast your eyes on these!”

This conversation was getting worse by the nanosecond. “Rarity, now hold on! What in the name of--”


The Doctor instantly relaxed. “…Oh, I see. Those are... nice.”

As the curtain was pulled back, the purpose of Rarity’s desire for the Doctor’s company became clear. It revealed several pony-shaped dress forms, each fitted with different designs and styles, in a small wardrobe of stylish selections that had been set up.

“What did you think I was getting at?” Rarity asked, raising a brow curiously.

“Oh, nothing at all. Absolutely nothing. So… a new suit?” The Doctor paused, his relief turning to moderate confusion. “But, Rarity, you’ve already made me a suit. Three of them, in fact. Two of which I believe I’ve ruined. None of which I’ve yet to compensate you for, by the way. And they are perfectly good suits. Why would I need…?” He paused again, looking over the selections as his train of thought was derailed by the absurd yet again. “Is that one spandex?”

“Now, now, my darling Doctor. As the premiere fashion designer of Ponyville, I simply cannot allow such a unique visitor to the lands of Equestria to be seen in just any old rags.”

“But… you designed those 'rags.'”

“I never look back, darling. It distracts from the now.” Rarity waved him off with a hoof. “You see, I threw those old things together before I found out what and who you are, Doctor. For somepony planning on going out and having adventures with all of the running and the jumping and all of that, such a coat could be an impediment! What you need is something more suited to the task, and I simply shall not take no for an answer, dear. If you’re going to go trotting off all around the universe and across Equestrian history, I am going to make sure that you are all set for any occasion. Now then, onward to fabulousity!”

The Doctor cringed. This was going to be difficult.


Looking in the mirror, the Doctor’s newest face, a pony reflection that he never could have dreamed being his own, looked back at him. His chest, hindquarters, and legs were all gleaming with a fine silvery material that felt as light and breezy as wearing woven water -- a specific fabric he had just so happened to come into contact with years and years ago -- but looked almost like a tin foil jumper.

“You like?” Rarity grinned as her image appeared next to his in the mirror. “The material just screams ‘science,’ repels just about any liquid, and it breathes like it’s not even there. Perfect for days out on those strange and mysterious planets. I call it the Silver Zoot!”

“I call it… horrendous,” the Doctor replied in a deadpan tone that would have given Rainbow Dash a run for her money. “Subtlety, Rarity. A bit more subtlety.”


The mirror’s image looked back at the Doctor; certainly an improvement, but still missing the point, as Rarity hovered around behind him in the mirror’s reflection. It was a formal Earth look, to be sure. Coat and tails for ponies, it seemed, with a purple bow-tie and a top hat that sat awkwardly on his spiky mane. All four hooves had coverings that completed the ensemble, though the Time Lord was unsure if they were supposed to be cuffs, socks, or some form of shoes.

“Actually, I got this idea from Pinkie Pie. I reworked it a bit, and let out the chest. I call it the Agent. Quite fetching.”

“That’s… nice. But I don’t think you were listening before. Subtlety...”


This is your idea of ‘subtle’!?”

The image in the mirror would have been laughable if Rarity had not been so serious about it: The Doctor in a form-fitting red and blue spandex material that covered him from hooves to neck with an enormous "D" across his chest.

“Absolutely not this one! It doesn’t even have pockets! Help me out of this thing, would you?”

Rarity stood several paces behind the Doctor at this point, her dream-glazed eyes looking over his rump as he struggled while focusing on a way to work the outfit off.

“In a minute...” She smirked, watching his flank.


A far simpler-looking pony gazed back now from the mirror, only a red, long-style tie and a set of black glasses adding to his base features.

“Mild-mannered.” Rarity nodded, moving around him. “You asked for... how did you put it? ‘Brainy specs’? Well, here are the ‘brainy specs.’”

“Can I see it with the fez?”

Rarity obliged him, pulling out a red fez that matched the tie and setting it on his head. The Doctor cringed at the result.

“Oh, what was I thinking?” He shook his head disapprovingly. “Alright, maybe this is a little too subtle.”

“Stallions…” Rarity groaned in frustration. “No pleasing them no matter what universe they’re from.”


Tilting his head up slightly, the fedora’s rim gave the Doctor a somewhat shaded view of the latest outfit: a dark, sturdy jacket over his shoulder blades and forelegs, with a rugged-looking shirt underneath it. At his flank, although he had no idea how he was supposed to use it, was a coiled whip set into a thin holster.

Weeeeell? Better?” Rarity poked her head into the mirror's image, grinning.

“I look like an archaeologist,” the Doctor replied flatly.

“And that’s a bad thing?”

“Rarity, I’m a time traveler. I point and laugh at archaeologists.”

“Alright… How about…?”


Standing before the mirror yet again, the Doctor nodded with a smile. “Oh… Oooooh, yeah. Here we go. I am liking this.”

“I thought you might.” Rarity grinned as she walked around the Doctor slowly, making sure everything was in place. “That hoof-band has a watch set into it, as you can see. I’m sure that you’ll be tinkering with it soon enough, but it’s also got a sleeve on the underside to hold that metal tool thingy of yours without it slipping off your hoof. A slight step down will slide it into a catch for storage while a flick of the hoof can extend it to point.”

Sonic screwdriver. Really, is that so hard to remember?” the Doctor asked, although he had to admit, the design of the "hoof-band," as Rarity had termed, it was indeed ingenious, its sophistication far beyond what he would have considered for a mere clothiers shop, and solving any number of problems he had anticipated in the use of his most trusty tool.

“But why would you call it that? It doesn't even look like a screwdriver.”

The Doctor didn’t dignify the question with an answer, merely shaking his head. Slowly, but surely, he was becoming used to the various peculiarities of his newest companions.

“In any case," the ivory mare continued. "The vest is formed snug, but allows for a full gallop without impacting movement of the forelegs. Multiple pockets with this side satchel allows for easy carrying of small items and is fully secured as part of the outfit, meaning you won’t need to carry around a saddlebag all of the time. And, to top it all off, it’s a tough, sturdy fabric made from Harsh Tree pulp, a buffalo staple crop imported all the way from Appleloosa. It repels stains, moisture, and cleans fairly easily, which seems to be something you desperately need. Really, going through three suits in as many days?”

“All of that, eh? I could have sworn it was just leather.”

“Leather? What’s that?” Rarity asked innocently.

“Oh, leather? It’s cured hide from a… a... Um…” The Doctor paused as his train of thought caught on yet another hitch of this particular universe. “You know what? Never mind. Not important.”

“Very well. Moving on, we have the ever-fashionable bow-tie, like you requested. A bit smaller than what you’re used to, but it still gets the point across.”

“I agree. The bow-tie is still cool.”

“And while I can’t recommend a good set of ‘brainy specs’ to go with this particular set, I do have these!”

Rarity sidled up next to the Doctor, pulling something over his head and under his mane which snapped to form as she let it go, a slight extra weight over his eyes.

He looked back into the mirror. “Rarity, my dear, you’ve truly outdone yourself.”

The white unicorn beamed at the praise as the Doctor reached up and pulled the dark goggles down over his eyes, enjoying the moment as he looked himself over.

“The Doctor…” He raised the goggles back into place, his expression delighted by the effect. “…is in!”

Books and Branches Library
10:50 a.m.

While Twilight had long since become accustomed to her blue pegasus friend crashing into her home or coming to visit with the other girls, she had to admit to having never seen Rainbow Dash in the Books and Branches before today just for the sake of finding something to read.

But since this morning, there she had been, putting Spike to work since he had gotten out of bed and going through several shelves and multiple volumes to find what she was after. That is, until the dragon finally gave up and left in a huff to go get something to eat, leaving Rainbow hopelessly lost as she tried to find something of, as she termed it, "an appropriate level of awesome" for her first trip in the TARDIS.

Something that she seemed to find for perhaps the sixth time since she had arrived.

“I got it!”

A heavy book was set down on top of Twilight’s current reading project, Theory of Temporal Magics by New Webb the Eccentric, the page of Rainbow Dash’s newest find depicting a portrait of nine pegasi dated 451 C.R, over five hundred and fifty years ago.

By now, Twilight was tiring of holding her irritation in check at the constant interruptions. But as excitable as Rainbow Dash was right now, she knew that it wouldn’t be right to send her off while she was trying to do actual research, even if she knew all too well why the rainbow-maned pegasus was so intent on history all of a sudden.

“And who are they?” Twilight questioned, trying to sound interested even if she already knew the answer.

“Who are they? Oh, only Slipstream the Mad Mare and the Thunder Chasers, the first ever pegasus team to break up a wild storm! And this was before Night and Sunny Shift, don’t forget, back when all weather was wild, so they didn’t have anything to go on! Nopony had ever done something that big before!” Rainbow shook with excitement as she pulled the book back, flipping through the pages. “How accurate do you think the Doctor can get? I mean, can he land on an exact date? Because according to this, it was the nineteenth day of spring when they tracked down the storm and realized it was going to devastate Trottingham, and then flew in to stop it! So maybe if we can get to the eighteenth of spring, we can watch the whole thing from the beginning!”

Twilight shook her head, smiling in spite of herself. “Rainbow, while I’m sure that would be interesting to watch, maybe you should start with something a little less… dangerous?” Twilight suggested, looking back to her own book as she considered what it said about paradoxes and wondering what the Doctor would think about these theories.

“Oh, come on, Twilight.” Rainbow closed the book and set it aside, flipping a bit in the air. “How can you not be excited by all of this? In case you haven't realized, we have a time machine!”

“Rainbow, it’s not our time machine. And don’t forget, there are rules.”

“Yeah, yeah. I’m already trying to follow Rule Number One.” Rainbow waved the unicorn off. “No ordinary days. And I think this counts as one of the better ones.”

“Don’t think you can go back there and give them pointers or help out. That sort of thing,” the unicorn warned, eying her friend suspiciously.

“What makes you think I would do something like that?” Rainbow Dash looked almost insulted.

Twilight’s smile faded as she went back to her own reading. Unfortunately, she had read the book that Rainbow was holding… and she knew how the story ended. “Look at the next page, Rainbow Dash.”

Her own curiosity now piqued, Rainbow did so, taking a moment to read before her eyes widened with realization.

Dominating this page was a portrait that was made of the same team, dated summer of that year, which depicted only four members of the original nine Thunder Chasers, not including the famed Mad Mare. And unlike the previous picture, none of them were smiling.

“But… But…”

“Rainbow, things haven’t always been so peaceful in Equestria, you know.” Twilight looked up, trying to comfort her friend with facts. “History is, unfortunately, filled with tragedy. Everything we have today has been won over time and learned from hardships that our ancestors have faced since the Wild Era. There was a time, not even that long ago, when there were other horrible dangers out there. Not just in places like the Everfree Forest, but everywhere. You know the Walls of Trottingham? Those weren’t just decorative back when they were built, they were meant to protect the ponies there. Before Manehattan, all of the major pony cities had walls and defenses like that to protect against monsters, dragons, and other sorts of attackers. Weather was really dangerous and a constant threat. Not like now where every once in a very long time, a wild storm might sweep in from places like Everfree or off the oceans, and entire teams of elite stormbreakers can move in to fight it.”

The pegasus' ears lowered, as did her mood, while Twilight made her point.

“If we go back there, it won’t just be ‘history’ or ‘a story’ to us. We’ll be seeing what actually happened, as it happens... And it's not always pretty.”

“...Y-yeah, you’re right. Sorry, I just got a little carried away," the blue mare admitted glumly, then she attempted to shake herself out of her funk. "I want it to be really cool, though. I mean, me… Rainbow Dash... time traveler! What could be cooler than that!?”

Twilight smirked slightly. She did have to admit, the Doctor’s show the night before, up on the Moon and then in deep space to see the Serpent Nebula up close, had been beyond spectacular, and was making her anxious as well to get back into the blue box that was waiting downstairs to see what else they might find.

But unlike with Rainbow, her own experience with time travel was tempered by the knowledge that not everything about it was pleasant.

“How about…” Rainbow started, undeterred as she went to look over the books she had been going through earlier, finally picking one out of the pile. “Aha! 910 C.R. The very first roster and show of the Wonderbolts! Canterlot’s Tenth Annual Aerial Exhibition!”

Twilight smiled at the pegasus’ enthusiasm. “Now that sounds like somewhere to be.”

At that moment, there was a familiar ringing of a bell as the door opened to the library, causing Twilight to react reflexively.

“Welcome to the Books and Branches, where knowledge is at your hooves. What can I…” The unicorn paused in surprise as she noted who had come in. “Oh, hey, Applejack. What are you doing here this time of day?”

“Mornin’ Twi, Rainbow. Uh... listen, have you girls seen…” The farm pony looked around nervously, making absolutely sure that there was nopony else in the library before finishing her question melodramatically. “…the Doctor around?”

“AJ, I know it’s tough for you to keep a secret, but you have got to relax a little bit.” Rainbow tried not to laugh at her good friend’s paranoia as Applejack let go of a breath.

“Ah don’t know how y'all do it. Ah mean, ever since Ah got up this mornin’, Ah’ve had ponies askin’ about how mah night was. What am Ah supposed ta tell ‘em?”

Twilight cocked her head to the side as she too noticed the slight bags under Applejack’s eyes. “Applejack, are you okay? You kinda look like day two of Applebuck Season all over again,” the unicorn observed.

Applejack sighed at the reminder of her week of stubborn sleep deprivation, and drooped a bit where she stood. “Ah guess Ah didn’t sleep well, even after Ah got home. Jus’ kept thinkin’ about what we saw and all,” the blonde mare admitted. “And on top a' that, Ah had this really weird dream… or a memory... Ah don’t know. Anyways, Ah figured Ah needed ta talk ta the Doctor.”

The bell rang again behind Applejack as, just on cue, the chestnut stallion himself strolled in.

“Well, here he is! Hello, girls! Oh, wait… Mares? Or, is it fillies?” The Doctor walked up next to Applejack, confidently strolling with a slight swagger as he showed off his new look. “What do you think? Rarity went and fixed me up. Adventurer’s special!”

“‘Girls’ works just fine, Doctor,” Twilight responded as she took in the sight.

“Whoooaaa… Nice digs, Doc.” Rainbow nodded in approval as Twilight too couldn’t help but appreciate the outfit. Nopony in Ponyville could deny that Rarity knew what she was doing.

Applejack, however, seemed concerned with other things, and before anything else could be said, found herself saying what was on her mind. “Uhhh, Doctor? Do y'all know why yer box was in a three thousand year old paintin’ Ah saw ten years ago?”

At this, the Doctor turned to Applejack with a much more focused and curious expression than before, and she realized a moment later that she suddenly had Twilight’s and Rainbow’s attention as well. In spite of the fact that these were her friends, Applejack felt more than a bit of stage fright at the sudden attention.

“No, I don’t… But I am certainly interested in finding out,” the Doctor said, his tone curious and eager. “Please, Applejack, start at the beginning.”

Inside the TARDIS
Basement of the Books and Branches
11:11 p.m.

“Leonard DiHoovsie?” The Doctor smiled, shaking his head at the name while he moved towards the control panel of the TARDIS, with Twilight, Applejack, and Rainbow Dash following behind. “Fascinating! A mirror counterpart of a historical figure from my universe with an equine-inverted name for a subspecies of horses. Oh, the similarities that abound... So, he was a great painter. What else do we know about him?”

“A great painter...? More like the greatest painter!” Twilight looked at the Doctor incredulously. “Doctor, Master DiHoovsie is a legend! During the Reneighssance he was…” She had to pause as the Doctor caught a fit of the giggles. “And just what do you find so funny about that?”

“Oh, nothing… Nothing at all.” The Time Lord fought to control himself as he looked over the TARDIS' controls. He had learned over the last short while with this world that it seemed to be a perfectly natural part of pony speech to roll the "neigh" sound of their vocabulary with a soft whinny-like vocalization. Something that he had not yet been able to imitate, but that he couldn’t help but find strangely amusing.

“Anyways… Leonard DiHoovsie was nothing short of a genius. He painted, sculpted, and built all sorts of innovative machines. He was the first to categorize the various forms of magic, invented any number of tools and theories, wrote hundreds of theses on alchemy and science...”

“Yeah. Even pegasi recognize him as being the first pony to figure out that it was even possible to manipulate the weather,” Rainbow added, moving up beside Twilight as the Doctor went around the console. “Back in flight school, there was a statue of him sculpted out of black nimbus. Do you have any idea how hard it is to sculpt black nimbus? And he’s a unicorn. Just having any statue in Cloudsdale is a pretty high honor for anypony, but that should put it in perspective.”

"Alright, I get it. This particular pony is a very vital and central part of your cultural identity,” the Doctor noted, his interest growing the more he learned of this particular figure of Equestrian history. “Applejack, you’re saying there was a big to-do about Leonard that you went to when you were young, and there was a painting of the TARDIS there?”

“Yeah... Ah didn’t remember it till after last night. Didn’t seem important… but Ah'm pretty sure it was yer box.” Applejack strained to remember the details of that night. “An' maybe sumthin’ about it maybe bein’ his last work.”

“Wait a minute, Applejack. I’m not an expert on art, but I’ve seen all of the famous DiHoovsie works in books, and I’ve never seen anything he painted that looked like the TARDIS,” Twilight brought up, thinking back to the seven or eight dedicated biographies that were stored in this library alone, not to mention course studies on famous ponies of the past back in Canterlot.

“Well, it weren’t a famous one,” the cowpony explained, though now that she had told the story aloud, she was feeling a bit silly for having brought it up. “It was a big thing about a new art wing in the Manehattan Museum when Ah was with mah Auntie and Uncle Orange. An’ they were showin’ all a’ his stuff, even the thangs that'd been locked away since he passed on.”

“Alright, so, silly question from the alien cross-dimensional time traveler…” The Doctor waved a hoof to get the two mares' attention. “Where did Leonard live, and when?”

“Oh, well, he was born in the town of Hoovsie, hence the title," rattled off the lavender scholar of the group. "But most of his life was spent in Roan on the northeast coast of what's now modern day Equestria, 1471 A.R. to 1538 A.R. That would have been… Hold on… C.R… Si.R... D.R... A.R... About…” Twilight licked her upper lip as she did the math in her head, breaking down the calender as she tried to think on the roll of the years and how the dates tended to change from Reign to Reign. “...three thousand years ago, give or take a decade.”

“Well, girls, there is one very easy way to solve this mystery and find out just what is going on,” the Doctor told them, moving to shift a lever, press several buttons, and pull on a hanging cable with his teeth as the doors to the TARDIS closed.

“We’re going to check out the museum?” Twilight asked, thinking it the next logical step. “But if Applejack was already there, isn’t that breaking Rule Number Two?”

“Yes, it is, which is why we’re not going to Manehattan.”

Applejack’s eyes went wide at the realization while Rainbow smiled, her excitement already catching up as she braced herself against the console. Twilight also braced, even as she voiced her disapproval. “But, Doctor, shouldn’t we at least read up on the era? Try and get an idea of customs and figure out what we’re even looking for first!?”

“Oh, come now, Twilight...” The Doctor grinned, before throwing one more switch.

The TARDIS began to rock violently as Applejack grabbed hold of the railing, with that lyrical, warping sound echoing through the time machine as the Doctor frantically moved around the console, pressing buttons and grasping switches seemingly at random.

“Where’s the fun in that!?”

Ch. 2: When in Roan

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Chapter 2: When in Roan

Countryside of Prance
Baguette Province
15th of Autumn, 1631 A.R. (Astrolia's Reign)

The Phrench countryside shone brilliantly in the morning sun; a vast, unharvested field of wheat glistening with morning dew. But in spite of the scene before them, one of the two stallions overlooking the bountiful crop was less than enthusiastic.

“You and your big mouth, Tige de Blé.” The red-maned, dull orange-colored earth pony, his back leg trousers cut to expose a loaf of bread as his cutie mark, shook his head. The concern was already thick in his voice as his Phrench accent trembled, feeling more than slightly overwhelmed just by the sight of the massive task before them. “There must be over a hundred acres here… There is simply no way that two ponies can reap and gather all of this in only two days.”

“Just think of the rewards, Pain de Blé, my brother,” said the larger of the two, his coat a deeper shade of red while his mane was a soft grey. Forsaking any outfit entirely (much to his brother’s discomfort) the large stalk of wheat that adorned his muscled flank was easily seen. “The Duke of Château Terre has promised this land to any common earth pony farmer and partner who could clear it in that time.”

“Oui, and in ten seasons of harvest, no pair of ponies has gotten half of it done in two days.”

“All we need is hard work and perseverance and it can be ours, brother.” Tige de Blé nodded, taking a deep breath as he dug absently at the ground.

This was good, fertile farmland. Far from any township and yet still firmly in the tamed area that surrounded Lady Astrolia’s Phrench home in Ver-Sai. It was a place where a proper, decent family could set down roots and create something amazing. Where the simple dream of a rural farm pony could come true.

“It is a foal’s errand to be done by us lowly 'ground-pounders' while the pegasi and unicorns laugh from on-high at our backbreaking work, all while we chase the carrot on the stick! It is impossible, brother!” Pain de Blé stomped his hoof again, growing frustrated and again wondering why he had agreed to even try to take part in this.

Tige de Blé took a breath as he turned to his younger brother, steadfast and stubborn in his resolve. “Impossible things happen everyday, Pain de Blé,” he explained stalwartly.

“Oh, really? Name one!” the younger brother challenged.

Before the elder of the Blé Brothers could say a word, a sudden breeze kicked up around the hillside, causing the grass and wheat below to churn. This by itself would not normally have been a strange thing, but the noise that seemed to accompany the strange wind was. Their manes whipping a bit in the wind, the two earth ponies turned towards the hilltop behind them…

...just in time to see a large blue box simply appear out of thin air, accompanied by a heavy thump.

There was silence for a moment, before the door popped open a crack to the sound of a lilting stallion’s voice. “Alright, alright, I’ll ask! Cripes! You know, for a species that hasn’t invented cars yet, you lot sure know quite a bit about backseat driving.”

A rather thin-looking stallion pony with a chestnut coat, darker, spiky mane, and some sort of large, dark spectacles above his eyes stuck his head out of the side of the door and looked around the scene before settling his gaze on the Blé Brothers.

“Oh, hello!” The newcomer nodded in a friendly fashion. “Is this Roan?”

The two earth ponies of Prance looked at one another for a moment, then shook their heads before Tige de Blé found his voice, albeit somewhat low. “Prance.”

The brown earth pony looked stunned for a moment. “Really? My word… Trottingham, Hoofany, Prance... I’m just going right through the Pony European Union, aren’t I? I wonder if there’s a Belgium. That would just be icing on the already pun-coated cake, right there. Hmm, let’s see… Twilight? Prance? Am I getting warmer?”

From inside the box, a definite mare’s voice could be heard, though neither of the Blé Brothers could see inside. “Warmer. A bit more northeast, though.”

“What’s the date this time!?” another, hoarser voice called out with a bit of excitement.

“‘What’s the date this time?’ she asks…” The stallion rolled his eyes, his tone torn between amusement and annoyance. “Oh, don’t mind me, just navigating through a completely unexplored and unmapped space-time continuum. Bound to get a little lost to start with. If you don’t like it, you can drive... Actually, I take that back. I’d rather not have to tow her out of a quantum distortion… again.” He huffed slightly before turning back to the two stallions, who remained frozen in place. “Mares. Can’t live with them, can’t let them near a glue factory. Now, ahem... If you’ll beg my pardon, what year is it?”

Although they both remained completely still in shock, the larger pony again answered. “The… The year of Her Ladyship Astrolia’s Reign, 1631... W-who are…?”

Right! Getting into the ballpark now, aren’t we!?” The brown stallion nodded enthusiastically. “Just a slight shift of the temporal converter should do the trick. Thank you for your time, you’ve been very helpful. Also, I would greatly appreciate you not mentioning this to anybody--”

“ANYPONY!” came a combined shout from the inside of the box.

“Anypony... Still need to get used to that. Right, appreciate you not mentioning this to anypony. Promise to make it worth your while once I get things set. And since I’m here in a new version of France anyways, might as well say it: Allons-y!”

Before either of the Blé Brothers could react, the mysterious stallion pulled his head back into the doorway and closed it shut. A few moments later, the blue box emitted a dull thud as it began to let off that strange, indescribable sound, fading right before their eyes in a gust of wind.

For a long moment, neither of the stallions said a word, until Pain de Blé took a deep breath and started to trot down the hill towards the wheat field. “Your… point is taken, brother. Shall we… get started then?”

Tige de Blé could only smirk as his brother walked off, leaning down to catch a bit of tall grass in his teeth as he considered what two days of hard work might gain their family.

“Ooooo-ui...” he drawled on as he started down the hill, certain that they could make at least two impossible things happen that week.

-In Transit-

The Doctor moved around the control panel of the TARDIS frantically for a moment, the shaking and rumbling of the time machine greatly reduced from before as all sorts of noises came from the monitors and gadgets that were attached to the controls.

“Reference point plugged in… Mapping temporal indicators… Aligning with static anchor... Aaaaaand…” The Doctor flipped a switch, and the shaking stopped entirely with a ding from the console, allowing the three mares to release their grips again. “There we go, plotting new coordinates. And in just a few minutes, it should have us in roundabouts the right area. Enough time for a few questions, I suppose. I’m sure you’ve all got something you want to ask, so why don’t we try to get it out of the way before we get to where we’re going?”

“Uh... Have we landed again?” Rainbow asked quickly as she steadied herself, still somewhat surprised at how quickly the machine seemed to move.

“No. Although Prance seemed to be a bit more steady-minded, I wanted to avoid the kind of panic we caused in Burr Glen. Didn’t realize that the defenses needed to be reset. Real frantic lot, those Hoofans. Explain to me again why you thought it would be a good idea for me to say I was from there the other day?” He directed his question towards Twilight, who had been watching him input the controls again, obviously doing what many of his companions did and trying to figure out for themselves the method to the apparent madness.

“I was under a lot of stress when I said that, Doctor. And to be fair, you did crash right into that big wall they were building in Burr Glen,” Twilight answered.

“Okay. Technically, we didn’t ‘crash’ into it. We materialized and rather unfortunately displaced and atomized a small area of the wall’s structure that happened to hold a support strut, resulting in that section crashing down. Really, could have happened to anyone.”

“If we haven’t landed, then why aren’t we still flopping around? And why do we keep missing, anyway?” Rainbow interjected, leaning forward to look over the controls. “The last three tries have put us all over Northern Equestria and we’re still lost. Maybe this thing could use a swift kick to the--”

“To answer those questions…” the Doctor cut Rainbow off, giving her a slight nudge away from the controls before leaning against a rail as he kicked one foreleg across the other in a restful position. “Tell me this: What is the shortest distance between two points?”

“A straight line,” Twilight answered without hesitation.

“Not so.”


“When you’re dealing with a sheet of paper, sure. Now, the TARDIS doesn’t need the line because she doesn’t physically travel from point to point. She skips the trip, folds the paper as it were, and goes straight to the destination. But in order to get an idea of time travel, you have to understand that to find any exact point in a three-dimensional universe like this one, you need six points of reference: the planes surrounding the destination on all sides. To find that point in a specific area of the time-stream is even more complicated as you have to rework the coordinates in seven constantly shifting variant dimensions for a total of forty-two oscillating points of reference to land in an exact time and location. If just two numbers are off in a sequence, then you could land in the right time, but a hundred thousand miles from your destination… or in the right destination, but centuries before or after you intended to. Now, back in my home universe, I had just about the entire place memorized, so I could get pretty darn close to an exact point by entering those coordinates free-handed… er… free-hooved, so to speak. Short jumps, like a matter of hours or a few miles, require very little calculation, but the farther we travel, the more complicated and varied the reference points get. Follow me so far?”

Rainbow couldn’t have looked any more confused if she had enormous red question marks hanging over her head, but much to the Doctor’s delight, Twilight nodded; obviously straining but still keeping up with his oversimplified explanation of how the TARDIS moved.

“So… while we’re traveling… you’re using the places we land as points of reference?” Twilight thought aloud. “You’re building a map of how to get around Equestria in both space and time!”

“Precisely!” The Doctor grinned, impressed with Twilight’s deduction. Not many of his companions could have picked it up that quickly. “Now, any given area on a single planet is easy, but for most who attempt time travel, it’s all trial and error beyond that. You’re often considered good if you can hit the right century in one go. Brilliant if you can land in the proper decade on the first try. But, given where we’ve been, and your direction, the TARDIS is able to set about processing what she can find out about her surroundings in the time-stream and along the planet’s timeline to form a more detailed landing setup and hopefully get us into the Renai-- Oh, I mean, ahem... Reneighssance… properly.”

The three mares gave the Doctor a strange look as he tried to imitate the whinnying sound that they made with that word, apparently failing abysmally.

“In any case…” the Doctor moved the attention away from the faux pas. “We are currently suspended in the time vortex while she is fabricating a new coordinates system. The more we travel together, the more ‘precise’ we should be able to get. After she gets a few trips under her belt, we’ll be able to narrow down long-distance targets almost to the hour. Anything else?”

Rainbow shook her head violently, her eyes rolling a little bit she tried to unscramble her brain while Applejack moved past her.

“Ah got a question. Y'all said we was in Prance just then? Then why weren’t them two stallions talkin’ fancy?” the farm pony asked. “Ah mean, they had them fancy Phrench ack-cents, ya could tell, but they was speakin’ in Common Equestrian.”

“Oh, no. It’s not Eng-- I mean, ‘Equestrian’ they’re speaking, it’s Equestrian you hear,” the Doctor explained, “It’s a gift of the TARDIS: a low-level telepathic field that gets inside your head and translates everything for you.”

“...Come again?” Applejack tilted her head slightly.

“Whoa! Doc! Hold on, there! You mean to tell me your box is in my brain?” Rainbow Dash put her hooves to either side of her ears as the concept seemed to hit home.

“In a good way.” The Doctor sighed, obviously having encountered this reaction before. “All she’s doing is translating things for you and nothing more, don’t worry. It’s simply a perk. As long as you’re in range, you can understand and be understood by any speaking creature we encounter. A fringe benefit of coming along.”

Anything, Doctor?” Twilight was obviously intrigued, one of her biggest concerns about visiting areas outside of Equestria laid to rest with this news, as well as opening up new considerations for her. “Including writing?”

“That’s right. It’s not foolproof, but she’s only met her match twice before: High Gallifreyan and Ancient Daemonic.” The Doctor nodded as the console pinged, bringing his attention back to it. “And on that note, if you ever see words that you can’t read while we’re traveling, bring it to my attention immediately. Ah-ha! And we have a materialization projection course laid in. Hang on, girls! Off we go!”

Pulling a switch without any more warning than that, the TARDIS began to buck and shift yet again, catching Twilight and Applejack off-guard as the two ponies went sliding and falling about, with Rainbow launching herself off the floor and riding out the rolling waves with her flapping wings.

Back alley
The Pony City-state of Roan
25th of Summer, 1491 A.R., 4:02 p.m.

With a lyrical, warping sound, the blue box came into existence tucked away on a cobblestone side street. Overcast skies above, there was nopony in sight as the door of the TARDIS opened and the brown stallion stepped out, three young mares coming out behind him.

“And fourth time’s the charm!” the Doctor exclaimed with a giddy delight. “My word... The similarities are outstanding! Multistory structures of predominantly heavy stone materials, symmetrical designs with Gothic façade and open roofs, absolutely indiscriminate usage of geometric classical styling... It certainly looks the part. Twilight, care to confirm for us?”

“Roan… the Crown City of Astrolia, the Lady Lunar… Center of art, culture, magic, and scientific advances in the most defining age of Equestrian history!” Twilight couldn't contain her excitement as she looked up and around with a sense of wonder.

“Uhh... It’s just a mite closs-tro-pho-bic here, ain’t it?” Applejack observed, looking up the walls of the buildings on either side and noting how the narrow alleyway was barely large enough for the TARDIS to stand and still allow other ponies to pass. “Feels like a maze. Why're the buildin’s so close together?”

Before the Doctor could so much as formulate a response, Twilight jumped to the front of the group, her mouth running on automatic. “At this point in history, there were all sorts of hostilities between the City-state of Roan and the Northern Barbarian Roosts. Protective walls were built around the city to keep them out, and the ponies that moved here just kept building inside the walls.”

“Wait, Northern Roosts? That’s Gilda’s people!” Rainbow spoke up. “You’re telling me they built walls to keep out griffins? That’s kinda dumb, you gotta admit.”

“Well, do keep in mind that the walls serve as launching points for the Roan Centuri-pegasi; the origins of Princess Celestia’s Elite Pegasus Guard. Besides, they're more for practical protection against monsters, anyway. Hydras and chimeras were particularly common around this time period.”

Before the Doctor could inquire as to who "Gilda" was, something else that Rainbow said occurred to him. “Griffins? You have griffins here as well? Hold on just a moment. If I remember my Earth-based mythology correctly, don’t griffins... eat horses?”

Rainbow and Applejack gave the Doctor a puzzled and concerned look, then looked to Twilight urgently as she answered. “Well, according to historical sources, these griffins weren’t exactly friendly…”

“Neither was Gilda,” Applejack reminded her friend, getting a nudge from Rainbow although Twilight let the comment pass.

“…but eating ponies… Ugh, I don’t think so. They weren’t nice, but they also weren’t monsters. Mostly it was territorial disputes and a desire for pony-crafted treasures that motivated them.”

“I see…” The Doctor nodded as they started to move down the alleyway. “You know, this is actually a very nice change. Normally I’m the one giving the tour information, but you know, it’s actually quite exciting not to know the details of what’s going on. It makes every second a new discovery.”

The three ponies started after the Doctor for a moment before a thought occurred to Twilight. “Oh! Wait, Doctor! What about the TARDIS?” Twilight came to a stop, looking back to the blue box that was standing plain as day in the middle of the alley. “Shouldn’t we try to hide it?”

“Yeah, what if somepony tries to break in, or something?” Rainbow shared her friend’s concern as she flew slightly overhead. “Aren’t you worried about what might happen to it?”

“Of course not.” The Time Lord shook his head, intending to set their concerns at ease. “The defenses are up, the perception filter is in place, and the door is locked.”

“Per-sep-shin… what now?” Applejack asked.

“It’s a self-protection system. You see, the TARDIS can use the same telepathic field that it uses to translate for you and subtly tells ponies that see it that it’s not important enough to pay attention to. So, unless a pony is specifically looking for a blue box, they tend to just walk by it without noticing. Even if somebody--”

“SOMEPONY!” Applejack and Rainbow Dash corrected.

“I’ll get that eventually… Even if somepony does notice it, they won’t be able to get inside. They can try all they like -- and believe me, there are those who have -- but there are only two forces I’ve ever encountered that can open that door without a proper key.” The Doctor nodded contently. “And one of them is me.”

“Wait, if it can do that, then why can we see it?” Rainbow asked, pointing a hoof to her eyes. “And what about those ponies that we kept running into on the way here, in Trottingham and Prance and all?”

“Well, you see, when I first came here, Twilight couldn’t help but notice it because it had crashed into the center of her library. I deliberately pointed it out to Pinkie, breaking the perception filter’s effect on her, and just as with you and Applejack, it’s rather hard to miss a blue box appearing out of nowhere when it happens right in front of you. Now that it’s landed and settled though, the filter is on, but since the three of you have been inside of it, that officially makes you time travelers. The TARDIS has identified you as such and lets you see past the illusion.”

“Cool! Hey, I think I see the street!” Rainbow exclaimed, pointing a hoof towards the end of the alleyway.

“Alright, then. Well, come on, girls! Let’s see if we can’t get our bearings, then it's off to find Leonard DiHoovsie!” The Doctor grinned excitedly and started to canter forward at a strong beat. Rainbow rushed forward in the air to keep up with him while Applejack held Twilight back a bit.

“Twi… Just a sec. Ah gotta ask y'all somethin’.”

“Sure, Applejack. What do you need?” Twilight was grinning in spite of herself, as the Doctor’s enthusiasm was downright contagious.

“You’re sure as sugar that we can trust ‘im, right?” Applejack was again feeling conflicted. Torn between her own curiosity to see more of this ancient, beautiful city, and the still-unsettling feeling she had following the Time Pony.

“Applejack, if you want to stay back in the TARDIS, I’m sure that--”

“No! No… it’s not that. Ah jus’… Twi, tell it to me straight: Do y'all trust ‘im?”

Surprisingly, Twilight found herself having to think about her answer to the simple question.

Since the Doctor had come crashing into her life, it had been one crazy event after another. She had been scared more deeply than she had ever been before. She had seen things both horrible and fantastic. Felt a rush of life that rivaled even the celebration of their victory over Nightmare Moon.

Taking a short breath, Twilight answered as sincerely and honestly as she could.

“I do, AJ. I don’t know when exactly that happened and I don’t know why… but I really do,” the unicorn said with conviction. “I can’t figure out the exact reason, but… I’ve seen the things he can do and I’ve seen him jump to the defense of Equestria for absolutely no reason except that it’s the right thing to do. Whatever else I might say about him or as much as I might complain and poke fun... Applejack, there isn’t a doubt in my mind that I trust him.”

Looking her friend in the eye for a moment, Applejack nodded, relaxing a bit. “Good ‘nuff fer me.”

“HEY, SLOWPOKES! COME ON!” Rainbow Dash shouted from the street. “WHATCHA WAITING FOR!?”

Looking back to one another again, Applejack and Twilight Sparkle shared a small grin before galloping forward.

Onwards to adventure.


The Lower District Marketplace Bazaar of Roan was normally full of hustle and bustle at this time of year as traveling merchants and local craftsponies touted their wares and goods. Small stalls were set up in rows divided by tall stone pillars while customers -- predominantly earth ponies -- browsed the selection of fruits, breads, luxuries, and crafts. Every one of these ponies was properly covered, even if the dressings were of a less than tidy nature, their midsections wrapped in burlap or coarse wool cloths acting as skirts and rough shirts for mares and stallions, respectively.

One of these ponies, an elderly mare with her grey coat and white mane covered by a shawl and cloak that obscured her from head to hoof, took note of the odd quartet that came moving down the side of the street. An upright and handsome-looking earth pony in a strange brown vest, his backside and cutie mark completely exposed, led a trio of mares: a purple unicorn, an orange earth pony, and a light-blue pegasus. Between the three of them, only the earth pony had a stitch of clothing on her, and even that was only a strange, foreign-looking hat.

“For shame,” the aged mare admonished under her breath, turning away as the ponies drew closer.

Noting how the locals of Roan seemed to be going out of their way to turn their heads and ignore them when they were looking, Rainbow landed and walked alongside the Doctor. “Whoa, I heard ponies say that cloudy skies make ‘em moody, but this is ridiculous! And why are they all dressed up like that?”

“Oh… Oh, no. I forgot to mention,” Twilight realized, looking to one side just as a young colt in a rather filthy-looking smock and set of trousers over his rump looked away, a deep blush on his face. “The Reneighssance was the most self-conscious era of pony history. It was considered ‘uncivilized’ to walk outdoors unclothed, even for the common working pony. In fact, the nobility prided themselves on the lavishness and complexity of their outfits.”

“Heh, maybe we should go back and get Rarity,” Rainbow snickered. “She would love this place.”

“Nah, Ah don't think we should. She’d never wanna leave,” Applejack noted, looking around in time to see a small group of mares giving them dirty looks. “Not very friendly folks, are they?”

“Here’s a tip,” the Doctor offered as he kept moving, his head held high. “Don’t worry about them. Just walk like you belong. You’d be amazed what a little projected confidence can do.”

“Ya know, we don’t normally wear clothes, but the way them colts keep tryin’ ta look over here, Ah’m startin’ ta get a bit… uh... What’s that word, Twi?”


“Yeah, that. Maybe we should ask around about…” The farm pony stopped in mid-sentence as the Doctor halted in mid-trot right in front of her.

Looking around for a moment, his initial smile had faded, replaced by a determined frown as if he had noticed something upsetting. “Girls, look around... What do you see?”

“A marketplace?” Applejack answered, unsure where the Doctor was going with this.

“A lot of ponies in bad outfits?” Rainbow Dash replied.

“We must be in the Lower District, where the working class ponies live,” Twilight observed.

“Right. A market for goods and services that liven up the day for the common pony. Stands chock-full of fresh-from-the-field foods and lovely trinkets to distract them from their troubles.” The Doctor cast his eyes about the scene. “Dozens of ponies in sight, both customers and sellers, all trudging around in mute submission, going along with their daily lives like there's nothing wrong...”

The three mares looked again, noting how the heads of the ponies around them were hung low, more than a few of them looking around anxiously. Twilight observed as one mare kept her filly moving almost right under her hooves, refusing to let her out from the shelter of her body, while Applejack noted that none of the merchants were speaking up or hawking their wares, something that she herself did on a daily basis to attract attention to the Sweet Apple Acres cart.

“…Except that there is something wrong,” the Doctor pointed out, his hard blue eyes scanning the streets in front of them. “Nobody saying any more than they have to, refusing to acknowledge it and not wanting to talk about it. They don’t talk about what’s wrong... because they already know what’s wrong. Look at their eyes. Something has them all scared. Something they can’t explain and feel powerless to do anything about, and so they try to carry on with their day and pay it no mind.”

Rainbow, noticing how the Doctor had lowered his voice, moved to one side of the Time Pony, now seeing more and more what he was talking about as a nearby stallion had taken notice of her watching and turned around, hurrying at a determined trot away from the strange ponies.

“What is it?” Applejack asked, her tone matching his.

“I don’t know yet…” The Doctor started to move again, cantering a bit more determinedly now down the street towards the center of the market. “...but I intend to find out.”

A short walk later brought the Time Pony and the three mares to a large, ornately-carved marble fountain, shaped in the likeness of a tall, beautiful alicorn rearing on her back legs, a swirling robe adorned with stars carved around her with a masterful talent. Cool, clear water bubbled from reliefs of earth ponies pulling carts that adorned the base of the statue, pooling in a clean stone bowl.

“The earth pony fountain of Lady Astrolia,” Twilight remarked, amazed at how new the fountain looked, the marble white and pure. All of the images of the fountains she had ever seen had the definite look of age and were damaged in one way or another, one missing a whole leg while another had the reliefs defaced in an event that had yet to take place. “One of three nearly identical fountains set around the city of Roan, sculpted by Don a’Tello and enchanted by Astrolia herself to provide clean drinking water to the three outer sectors of Roan.”

“Is it just me…” Rainbow flew up to eye level with the statue. “...or does she look a lot like Nightmare Moon?”

“Now that y'all mention it…” Applejack tilted her head, looking up at the statue.

Turning to the Doctor, Twilight spoke up to alleviate his anticipated confusion. “Nightmare Moon was an alicorn who…” She stopped, blinking as the Doctor walked away from her, paying her no heed. “…who… Doctor?”

“I’ll hazard a guess that these are not part of the artistic charm,” the Doctor said solemnly, bringing the trio of fillies' attentions down away from the amazing sculpture and to the rim under the fountain itself.

Closer to the ground, initially ignored in their appreciation of the larger-than-life effigy of the acclaimed leader of Reneighssance Roan, there were dozens of pieces of parchment; some torn, faded with age and weathering, while others were quite new. And on them were sketches displaying varying degrees of skill: pictures showing ponies of nearly every age and type. Young fillies and old stallions and everything in between, earth ponies, pegasi, and unicorns, their names marked along the tops of the posters along with recreated images of cutie marks and descriptions of clothes.

Her eyes widening in recognition of what they were looking at, a faint magical aura surrounded Twilight’s horn as she pulled free several of the most recent additions to the stone, stuck into place by what she assumed was wax or, in some cases, tree sap.

“Lost: Lotta Bragg, unicorn mare. Last seen Twentieth of Spring in the Academia District,” Twilight read aloud while Applejack looked over another.

“Have ya seen this pony? Taggin’ Burly, age thirty-one, green coat, lime mane. If seen, report immediately ta Roan Guard.”

“What the…?" Rainbow shook her head in disgust. "Reward: five hundred ponarri bits for information leading to the recovery of Sing Along, pegasus. Contact Walk Along, Fourteen Timber Way, Craftspony District... Dear Celestia, she’s just a filly. Five years old...”

Twilight looked up from the depressing display. “What happened to them, Doctor?”

“Gone missing...” The Doctor snorted, his tone edged harshly. “Or taken away.”

“But… so many ponies… I’ve never read anything about this! I mean, there must be two or three dozen… Wait, some of these are dated. 1491… this one looks most recent, must be this year. 1490… 1489…” Twilight's eyes narrowed in concern. “This has been going on for years… How could I not know about this!? I’ve read hundreds of books about this period!”

“Another fact of time travel, Twilight: you can’t trust even the most thorough historian to know every detail. And sometimes, things that people want to forget don’t tend to get included in the history books. That goes for ponies too, it would seem. And I would wager that the other two fountains are similarly plastered with these leaflets,” the Doctor soberly observed. “Dozens and dozens of their own people going missing for months and months. The local authority is likely baffled with no suspects and no idea how it’s happening. No wonder those ponies in the market are scared.”

Applejack looked at another poster: An earth pony filly drawn wearing a ribbon that reminded her so much of her own sister…

Putting a hoof to her hat, Applejack’s expression narrowed seriously while she tugged the stetson forward on her head. “We gotta put a stop ta this,” she said bluntly.

Rainbow nodded in agreement, the two of them then looking to Twilight, whose own expression had hardened as well. The stallion watched as, in mute agreement, these three ponies threw down their challenge to the unknown.

In spite of the seriousness of the situation, the Doctor couldn’t help but smile. “Oooohh, I am liking you girls more and more every passing minute,” the Doctor said, clopping his hooves together suddenly. “Alright! So, what do we need? First thing we need are details. What we should do is find somebody--”


“EVENTUALLY! Eventually, I will get that! Alright… Somepony who can tell us what’s going on.”

“Okay, what about the Guard? Roan had the first ever organized, dedicated police force that kept order inside the walls,” Twilight informed the Doctor.

“Whoa, hold on, these are the same guards that let this keep happening? Kinda doubt they’ll be talkative," Rainbow objected, speaking out a concern the Doctor would have raised himself. "What about those other ponies, the ones who posted these up? There are addresses right here.”

“Right, cuz they will be? We stick out like a sore hoof. Ah mean, look around us.” Applejack waved a hoof, not afraid of being overheard as anypony that was anywhere near the fountain when they had arrived had long since retreated away from the strangers. Sighing, she tapped her cheek thoughtfully, and although she hated to say it, maybe it was time to take a leaf out of Rarity’s book. “Maybe we oughta get some duds so that the locals will at least talk ta us? Doesn't hafta be nuthin’ fancy.”

“When in Rome, I suppose...” The Doctor shrugged his shoulders, drawing a strange look from the earth pony and pegasus. “Ahem... Never mind. Okay then, we’ll do all three! Twilight and I will find some outfits for you all. Rainbow, you get in the air above the roof-line and keep a lookout for anything strange. Applejack, you stay in the open under Rainbow so that if she sees anything, the two of you can move to help one another.”

“Wait, outfits just fer the three of us? What about you?”

“What are you talking about? I just got this suit and I do rather like it. Besides, I’m not the one getting the stares when I’m not looking.”

At this observation, all three mares blushed profusely.

“Can Ah keep mah hat, at least?” Applejack asked, looking concerned.

“Wouldn’t dream of making you part with it, AJ,” the Doctor assured her. “After all, stetsons are still cool too.”

Craftspony District
The Pony City-state of Roan
4:25 p.m.

“How's he gonna to pay for those clothes, anyway?” Rainbow wondered aloud, keeping herself a good twenty feet above Applejack as the two moved up the street together, like the Doctor had recommended, while he and Twilight went into a tailor’s shop. “It's not like they'd start a tab for him.”

“Shoot, Ah don’t know. Maybe one a’ his pockets is bottomless an’ filled ta the brim with bits,” Applejack mused as she looked around.

This area of the city was even more splendid to look at, obviously being of a greater importance than the residences in the Lower District and allowing for wider streets. But even though the stalls of the market were replaced here with permanent shops advertising everything from fine, hoof-crafted jewelry, to glassware, to finely-stitched garments, it was even more empty than the Lower District market.

“That’s just silly.” Rainbow waved the comment off, but then, after a moment of thinking, added curiously, “...Do ya really think so?”

“Ah don’t know. But Ah wouldn’t be surprised at this point.”

Dropping a bit in altitude, Rainbow came closer to Applejack as she looked over her shoulder. “Say, AJ, do you think there’s anything going on between Twilight and…”

Whew, boy. This was not a conversation that Applejack wanted to have right now. Or ever, for that matter. Thankfully, before Rainbow Dash could even finish, Applejack saw a way out and exploited it.

“Hey! Lookey there! That must be one a’ them guards Twi was talkin’ about.” Applejack came to a dramatic stop as if she had only just noticed the pegasus pony in dull bronze armor.

He was much scrawnier-looking than the Elite Guards that Applejack was familiar with from Princess Celestia’s visits to Ponyville, and the armor, while bronze instead of shining gold, was more encompassing, covering the pegasus’ entire body save for his legs and his wings, the latter of which looked proportionally larger than they should have been on a pony his size.

“Whoa, it's a Sky Warder!” Rainbow Dash looked surprised as she saw the guard. “What’s he doing down here? I heard they never touched the ground.”

“A Sky what-now?”

“Sky Warders; ancient messengers and long-distance fliers. Like, seriously long-distance. Continental long-distance. See his wings? Massive overworking. In Flight School, they taught that those guys never stopped flying, even in their sleep. Didn’t rest on clouds or come to ground at all. They used to hang that over us whenever a student got tired during drills and wanted to take a break. ‘You think you got it hard? Just think of what Sky Warders had to do,’” Rainbow did an impression of a deep-throated stallion for a second before she gave a smirk and pumped a hoof as if in victory. “And yet, there one is, just standing around! Ha! Take that, Professor Cloud! Oh, I gotta talk to him!”

“Talk ta… Rainbow, wait!” Applejack tried to catch her friend, but it was too late. The blue pegasus was already launching forward towards the guardspony.

She had meant to have the guard distract Rainbow from an uncomfortable subject, not make her rush off towards the stern stallion. What was that featherbrain thinking!? Elite Guards back home were strict and more than slightly grumpy at the best of times, and the ones in this day and age were always on guard in an almost constant state of war.

The cowpony could see this one easily getting annoyed with Rainbow’s playfulness, and try to throw her into a stockade, or something. Twilight had said that ponies in Roan always wore clothes, but was that just an unwritten thing now, or were there actual laws against it? Fearing for her friend’s safety, Applejack rushed forward after her.

“Hey! You, there!” Rainbow meanwhile called out to the pegasus.

The guard started to turn, his expression annoyed at first, until he saw the blue mare flapping her wings towards him. His eyes went wide and his mouth dropped open in shock as Rainbow landed.

“Whatcha doin'?” she started to ask in a friendly manner as she walked closer.

“C-Captain!? But what are...!? How did...!?" The guard had turned to face her, but was now walking back fearfully.

It was Rainbow’s turn to look confused, tilting her head. “'Captain'? What are you talking about?”

“I didn’t… I-I mean…” A cold sweat had already broken out on the guard’s face as he backed up, hesitating. He trembled for a few seconds, then threw himself skyward with a panicked cry and made a break at full speed in the opposite direction.

“What in the world…?” Rainbow remained confused for a moment as Applejack caught up with her… until another alarming sound reached her ear, coming from down the alleyway.



A red cap hit the ground as its owner went sliding back on the cobbled stones of the the alley next to the cobbler’s shop and hit the back wall with a heavy thud. Nearly collapsing on himself, the pony tried to push back up in spite of the fire that was running through his chest, legs, and head, as four larger earth ponies moved menacingly towards him.

“You just can’t take a hint, can you, signore?” The fifth, center-most figure, a much smaller tan unicorn in a white robe, trotted forward a bit, smiling all the while. “You don’t know when to quit.”

The pony before them managed to shakily get to his hooves again, panting heavily as he looked up in what he hoped was a defiant glare. Judging from the smirks of the surrounding brutes, he somehow doubted it.

“Oh, no reason to cry about it, signore,” the unicorn sneered. “It’s not like you’re losing anything. You’ve got no customers, no commissions, no investors… and no future. Really, at this point, you should be begging to walk away with anything you can get.”

The pony’s heart sank slightly for a moment, but still did not break. “I’m not… finished yet…”

“Stubborn. You must take after your mother’s side of the family. Typical.” The robed unicorn shook his head. “Very well. I’ve been told not to leave any lasting marks… but I suppose a short-term crippling may give you time to think things over.”

Two of the larger earth stallions began to move in as the pony their attention was centered on braced for pain.

Instead, he felt a rush of air and a bracing wind as he was grasped by a pair of athletic forelegs and pushed down the alley, only to come to a sudden stop.

“Hey!” a hoarse, androgynous, angry voice called out, as its owner set him down on the cobblestones. “Pick on somepony your own size!”

The abused, battered pony opened his eyes, trying to look through his wind-swept mane to his savior.

Clad only in her fur coat, an emblem of rainbow lightning highlighting her flank, the mare before him was a sight to behold as she reared back threateningly towards his aggressors, who were more than fifteen meters away now, much farther than the short rush of wind felt. As his eyes fell to her tail and mane, an even greater confusion set in, one echoed by the earth ponies who took a reflexive step back.

“R-Rainbow Sentry…” one uttered in concern, looking to their unicorn leader, whose eyes were wide at the unexpected interference.

“Guard Captain…” another took a breath, obviously less confident than before.

“Rubbish! There are no mares among the Rainbow Sentry!” the unicorn assured them, though, judging by the two steps that he took backwards, it was obvious he wasn’t too sure of that himself. “It’s just some wingling with a fancy dye job.”

Dye job!?” Rainbow Dash flared her wings angrily and brought her hooves crashing to the ground dramatically. In her lifetime, there had of course been the occasional dolt who had claimed that her rainbow locks were fake; the result of a fancy dip in a rainbow stream. And every one of those idiots had been at the receiving end of a Rainbow Dash High-speed Crash shortly afterward.

Still, there were four of these earth ponies, each nearly as large as Big Mac and looking far meaner. But in this instance, she was granted a rare opportunity. The Doctor had said that she would be surprised what a bit of projected confidence could do. Now was the time to see if he was right.

“Who are you calling 'wingling'!?” She puffed out her chest importantly and projected every ounce of confidence she could muster. “That’s Captain Dash, horn-head! And you know what!? I don’t need my armor to run you foals into the ground! You think that first move was fast!? Just try something! I’ll Sonic Bash you dolts right into next week! But I'll tell ya what, since I’m busy getting my gear shined, you can just trot right on out of here and maybe everypony can forget that any of this happened.”

The earth ponies seemed to be buying it, Rainbow's heart soaring as they took a few more steps back. But the unicorn, looking her up and down, seemed more suspicious.

“What on Equis is that accent?” the horned pony inquired. “Where are you from?”

“Hey! Captain Dash does not need to talk about her upbringing to the likes of you! In fact, you know what? I’m starting to think that maybe Captain Dash is being a little too soft with--”

“Uh, Rainbow, yer not a Captai-- Oh...”

Applejack had finally caught up, turning the corner and unfortunately speaking her mind an instant before she had taken in the scene around her: Four brutish-looking ponies the size of her brother looking all angry, with a still-incapacitated yellow-furred pony in a fancy getup behind Rainbow, who was mouthing off to a unicorn in a white robe.

Even though she didn't finish her sentence, it seemed enough to banish the concern from him as he sneered at the orange earth mare.

“Aw, shoot.” Applejack tensed, stepping next to Rainbow Dash and taking up a more defensive posture.

“You see? An impostor!” the unicorn declared, apparently increasing his henchponies’ morale and causing them to step forward with renewed confidence.

“Applejack, do you remember that talk we had about times when you’re too honest for your own good?” Rainbow asked flatly, deflating.


“This, right here. I was talking about this.”

“Dozer, get those shameful madmares out of the way!”

Without so much as a moment of hesitation, the draftspony closest to the unicorn charged suddenly, intending to bowl over the two mares with brute strength.


Until he was sent flying back hard and slammed into the wall behind the unicorn, who had to duck under the larger pony’s trajectory..

Meanwhile, Applejack brought her hind hooves back down, turning herself around with a smirk as she crossed her forelegs in a relaxed motion. “Who's next?”

Behind them, the pony Rainbow Dash had rescued looked on in shock, amazed by the two apparently crazed, but formidable mares.

But the unicorn, it seemed, had tired of games, looking angry enough to spit a bit as he brandished his teeth. “That is enough! It doesn’t matter how tough you think you are! There are still five of us and only two of you! You lot, what am I paying you for!? Knock some sense into the failure and put these stupid fillies down for good!”

As the pony Applejack had kicked recovered and moved back into line with his compatriots, the four of them lowered their heads, preparing for a charge. Rainbow and Applejack followed suit, not backing down.

The gang of stallions ground their hooves forward, with the two mares opposite them doing the same.

“CHARGE!” the unicorn cried out angrily.

The four earth ponies launched themselves forward with a powerful whinny. And then stopped, all four of them suddenly hoisted into the air, encased in bubbles of purple energy. Applejack and Rainbow allowed themselves to relax, looking up and recognizing the aura instantly as the four thugs now floated, weightlessly and helplessly, above the unicorn’s head.

“Wha…? How!?” Needless to say, he was stunned.

“Can’t leave you two alone for a minute, can we?” Twilight Sparkle remarked casually as she walked up beside Applejack, her horn aglow as her two friends looked over her body. It was wrapped in a simple, but elegant toga that complimented her frame, covered her well, and yet still managed to leave her cutie mark exposed.

“What? We were just about to have a little fun.” Rainbow Dash smirked, her heart racing. In spite of her words, her expression was one of utmost gratitude to her unicorn friend.

Moving up alongside and then past her, one more pony stepped forward as the unicorn started to recover, his own horn glowing with a soft tan light as he faced off against the odd brown stallion.

The Doctor was not amused.

“Twilight, drop them,” the Doctor said. A simple statement that carried an authority that the pegasus and farm pony had only heard once before, from a princess who had been very disappointed at Twilight’s actions several weeks ago.

Twilight’s horn ceased to glow and four ponies, any one of them more than twice the Doctor’s weight, came crashing to the ground.

“You will leave… now,” he told them flatly, his expression devoid of emotion or mirth.

“You have the gall to give me an ultimatum, ground-pounder!?" the unicorn spouted angrily. "Do you have any idea who I… Why, one word of this to the Guard and I can…”

His eyes then locked on the brown stallion’s and his voice died in his throat. Nothing could describe the wrath and anger that was reflected in those ancient blue eyes.

The stallion’s tone was soft, barely more than a whisper. “What you are is a thug and a bully… and bullies tend to make me cross. Oh, yes. Very… very cross. You see, these are my little ponies you just said to 'put down.'”

In spite of himself, the unicorn began stepping back, his heart pounding and his knees trembling as his eyes remained locked on the earth pony’s, unable to turn away.

“I can assure you… You don't want to see me cross.” The brown stallion blinked and the unicorn found himself gasping for a breath he hadn’t even realized he had been holding. “Understood?”

Right away, the unicorn started nodding furiously. The Doctor then leaned close, almost nose to nose with him.


There was no hesitation as the unicorn fell back over himself, slipping against the cobblestone alley for a moment before finding his hooves and galloping away at top speed. His four friends followed his lead, not looking back as they limped off after their apparent employer and still trying to shake off the sudden drop from moments earlier.

The three mares watched as the Doctor turned around, taking a breath and scooping up the hat on the ground before looking up again, seeming more himself with a slight smile.

“Have you been hanging out with Fluttershy, Doc?” Rainbow asked, both impressed and a bit terrified by the effect that the Doctor had.

“No, why?”

“Hey, it’s okay now. They’re gone.” Applejack’s attention had turned back to the other pony in the alley. “Y’alright, sugarcube? Can ya stand?”

The threat now gone, Twilight and Rainbow also turned to face the pony that they had rescued.

“Sí, sí... I think I will be alright... Grazi.” The pony’s accent was thick, much more-so than the other unicorn’s had been, but his voice lightened as he started to stand on wobbly legs. Smaller even than Twilight, the stallion looked about their age, give or take a year or two. In build and posture, he immediately reminded Applejack of her cousin, Caramel, who was always awkwardly fumbling around. Dressed in a complicated outfit of olive greens and greys, a red cape hung awkwardly off his back, tucked into his collar. Wearing brown suede lace-up boots on his back hooves, only his hind knees and forehooves were exposed, revealing a sandy yellow coat under his clothes.

As he raised his head, trying to shake his mind clear of his lingering aches, Twilight, Rainbow Dash, and Applejack all took a step back in shock.

“I think you dropped this, signore.” The Doctor moved forward, offering the red beret to its owner, who took it with a grateful nod.

Setting it on his head, he attempted to keep it upright, and the unicorn’s blonde mane, straight with slight waves along either side of his head, held it in place for only a moment before it slumped against one ear, awkwardly propped up by his horn. Although a bit thin, his face was nonetheless handsome with a rather unconventional growth of fur that formed a goatee-like beard a shade darker than the rest of his snout.

“Oh, dear. Apologies, signorinas. Did those brutes leave a mark? How bad is it?” he asked, hoping he didn’t sound too vain.

The three fillies remained quiet for a few seconds longer before Twilight began to stutter softly. “L…L…Leonard DiHoovsie…” Twilight’s heart was just about in her throat.

“Um... yes?” Leonard tilted his head to the side in confusion, wondering if perhaps he was suffering from some sort of mental delay. “I’m sorry, I may have suffered some recent cranial trauma… Have we met, my lady? Oh, wait. I’m not late on a commission for you as well, am I?”

Twilight merely gaped a moment more , looking the pony up and down and making the artist shy back a bit nervously, before the brown stallion moved up alongside the purple mare and brought up a hoof to push her mouth closed.

“Pardon her, slightly starstruck,” he explained fluidly, his tone friendly and jovial. “I’m the Doctor, by the way. Do you happen know why somepony’s trying to kill you?” The Doctor turned to the three mares with a victorious smirk. “See? Told you I would get it eventually.”

Ch. 3: Workshops at War

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Chapter 3: Workshops at War

Craftspony District, Alleyway
The Pony City-state of Roan
25th of Summer, 1491 A.R, 4:40 p.m.

Kill me?” Leonard DiHoovsie looked shocked, forcing a smile and a slight laugh at the question as the brown stallion looked back towards him. “That’s a bit… dramatic, isn’t it? No, it most certainly would not have been pleasant, but they were not attempting to kill me.”

Shaking her head after a moment, Rainbow managed to push past the sheer awe of who it was she had just saved and felt a rush of snark at the blonde pony’s dismissal. “Whoa, whoa! Hold on! Those brutes were getting ready to stomp hoofmarks all over your hide! You can’t just shrug and say that’s something that happens every day."

“No, not every day…” Leonard sighed wearily, wincing as he rubbed one shoulder with his hoof. “Every two or three days… They have been quite persistent lately, but my demise would be... counterproductive.”

It was Applejack’s turn to shake off her speechlessness at this admission, spoken so casually, and looked the artist up and down.
“Wait, yer sayin’ them there ponies ‘r draggin’ ya through the mud and kickin’ ya ‘round like a tether ball every other day?” she asked, hardly believing what she had just heard.

“More or less.”

“That’s horrible, Master DiHoovsie!" Twilight spoke up at last. "Why haven’t you gone to the Guard!? Somepony of your stature... I mean, you could have been seriously hurt!”

Leonard raised a brow at this, causing his beret to lift ever so slightly on his head. “Master? My stature?” The artist sounded almost astounded by the honorariums as he looked to Twilight. “I’m sorry, but you must be mistaking me for somepony else. I may be a unicorn, my lady, but I am no noblecolt. The Guard is well aware of my… predicament. In fact, I’m surprised my winged Madonna got past the one that was posted to keep passersby out of this alley.”

“Hey! I saved your tail! Watch who you’re calling a…” Rainbow paused halfway through her angry retort when a thought occurred to her. “Wait, what’s a ‘Mad Donna’?”

“In this context, it means ‘Lady Savior,’” the Doctor answered, then leaned towards the purple unicorn. “Twilight, a word?”

“Huh? Oh… Of course.” Twilight backed away as Rainbow retook the artist’s attention.

Rainbow, who seemed a bit embarrassed upon learning the definition of the term, couldn’t help but grin until she realized what exactly was said. “Oh, well, thanks. I-- Hey, wait a minute. You mean that Sky Warder that flew off… he knew what was going on down here? He was letting them do that to you!?”

“...You must be new to Roan. Don’t tell me that you’ve come all the way here to join the Guard,” Leonard said with a slight huff, amused, it seemed, by the mare’s surprise. “Though, I shouldn’t be shocked. A pegasus as quick on the wing as yourself, you must have some proper military training. Where, if you don’t mind my asking? Baa-Celona? Prance? It is no wonder they believed you to be a Rainbow Sentry. You wear a Sentry mane, and your wings… I… don’t think I’ve ever seen such a form… Ahem! Forgive my impertinence, I don’t mean to impose, but… may I see?”

Rainbow, who had on several occasions heard such a tone of awe from younger fillies and admirers of her daring flight-show stunts, noted how Leonard’s eyes strayed to her wings. “Uh, yeah… Okay,” she answered, unsure if she should be embarrassed or delighted by his request.

A few feet away, the Doctor lowered his voice while Applejack and Rainbow Dash continued to hold Leonard’s attention. “Twilight, I know it must seem a strange thing considering you grew up hearing about him, but it would probably be best if you didn’t keep doing that.”

“Doing what?”

“Alluding to things he hasn’t done yet. Think about it, Twilight. This isn’t Leonard DiHoovsie, the great master artisan adored by all of Equestria and renowned for his works. This is Leonard, a young, still-untempered, and apparently less than well-liked struggling artist. You said that there were biographies aplenty in the library, did you not?”

“Yes, but what does that have to do with--”

“Did any of them allude to his youth or his young adulthood?”

“Well…” Twilight suddenly found herself having to think on this.

It was common knowledge that Leonard was born in the town of Hoovsie, a small village that didn’t even exist in the modern age. Also that his father had been a unicorn and his mother was an earth pony. But beyond that, she realized, there was actually nothing she had ever read about Leonard that involved him as a colt or talked about his life before he opened his famed workshop in Roan’s Academia District when he was twenty-two years old, the place from which his legend seemed to explode.

After a moment of quick math in her head, she realized that, given his recorded birth date and the date on the posters, they were two years too early for that.

“No… No, they didn’t. But… attacked in the streets? With the Roan Guard not only knowing about it, but looking the other way? How could such a thing go unrecorded?”

“Possibly for the same reason that you’ve never read about those missing ponies,” the Doctor explained, looking back over his shoulder and noting how the conversation between Rainbow and Leonard had seemed to turn into a moment of showing off, with Rainbow Dash opening her wings as the artist looked over her, apparently fascinated and asking questions about her training regimens.

“We have to tread carefully, Twilight,” the Doctor said, his tone urgent. “Something isn’t right here and we have to find out what. But there is something else that we have to take into consideration. For someone like Leonard, learning too much about his own future may have unexpected and unforeseen consequences.”

“Like what?”

“No clue. That’s why the consequences are unexpected and unforeseen.” The Doctor nodded. “Just follow my lead.”

“Doctor, wait. You’re not going to try to use the paper again, are you? Doctor!?” Twilight attempted to get his attention, failing as he turned back to the three other ponies.

“Ya know, I’m kinda surprised,” Applejack commented as Leonard looked over the underside of one of Rainbow’s wings. “Ah mean, everypony else got all disgusted cause we didn’t have no proper clothes. But it doesn’t seem ta bother ya at all.”

“Well, I may be a victim of fashion, signorina, but I am hardly a prisoner of it. One of my areas of study is in pony anatomy. There was a time I could actually hire models to pose for some of my works, so it does well to get over that sort of shyness quickly.” Before Applejack could inquire further, Leonard pulled back and looked to Rainbow. “You are remarkably fit, Lady Dash,” he complimented. “More-so than most pegasus guards I’ve seen, actually. Tell me, do you follow the classic diet of soft grasses and raincloud water?”

“Nope. A steady diet of whole grain hay, fresh fruits, and vegetable juices for me,” Rainbow answered Leonard, flicking her wings in a proud fashion, enjoying the attention as the Doctor and Twilight came back towards them. “Although, I'll admit I indulge in a cloud cake every once in a while.”

“Amazing. And your mane... This is no simple dye. Why, it’s as if you were born to be a Rainbow Sentry,” Leonard said enthusiastically, up almost cheek to cheek with Rainbow as he seemed to have completely forgotten his injuries in the study of her wings and form.

Weeeell, I don’t like to brag…”

“Since when?” Applejack interrupted with a slight smile.

“So sorry to interrupt, Leonard, but there might be something you can help us with.” The Doctor drew the artist’s attention away from Rainbow, much to the pegasus’ chagrin. Reaching into the pack at his side, the brown stallion produced a small black case, managing to balance it on his hoof and, with a flip, opened it to reveal something that was framed inside. “You see, we are part of the Royal Inquisitor Union -- don’t be surprised if you’ve never heard of us; very hush-hush -- attempting to uncover corruption in this fair city. I am called the Doctor. This is my magic expert, Twilight Sparkle. And here we have the feisty Captain Rainbow Dash and my associate, Lady Applejack.”

Leonard looked to the revealed object and raised a brow again while Rainbow nudged Applejack, who was shifting slightly on her hooves but managed to keep her mouth shut, albeit with some difficulty.

“Um... well, Signore ‘Doctor’…” Leonard’s tone was hesitant as he pointed out what he felt was obvious. “That paper is blank.”

“See, I told you!” Twilight clenched her eyes shut, bringing a hoof to her face in embarrassment.

“Hmm, strange. It worked on the stallion in the tailor’s shop.” The Doctor turned the paper in his direction, looking it over and then showing it to Rainbow and Applejack. “I know it’s still functioning. What do you two see?”

“Whoa! That’s the royal seal of Canterlot!” Applejack blurted out in shock. “How didja--”

“Captain Dash, Prance Elite Sentry. Heeeey, I like the sound of that.”

“But… girls… it’s blank.” Twilight looked over at her friends as if they had just declared that the sky was green, before turning back towards a very confused-looking Leonard.

“Actually, this paper is slightly psychic. Supposed to show whoever sees it whatever I want them to see. But... it doesn’t seem to work on everybody here, though. Never had two consecutive failures before. I wonder if there’s a short…” The stallion seemed to be oblivious to the fact that he was admitting his attempted deception aloud to a still confused Leonard, instead distracted by the paper’s inability to fool either of the two unicorns. “Perhaps magic creates an inversion to the psionic field and nullifies the mental image…”

“Look, I’m sorry. Begging your pardon, Master DiHoovsie,” Twilight apologized as the Doctor looked over the case again, mumbling a bit to himself and more than a bit concerned by its apparent failure. “But we really are here to help. If we could just ask you a few questions about all of the recent disappearances...”

Leonard’s eyes widened with a slight recoil. “You’re asking me about the Lost?” he asked, concern deep in his voice. “I… well, I’m just a painter… I really don’t know how much I can help you.”

“Please, Master DiHoovsie. Right now, you’re the only pony who will even talk to us.” Twilight’s voice was soft as she pleaded, looking to Leonard with a slight tremble on her lip.

Almost as if on cue, the clouds above seemed to break into tears as large, fat drops of rain suddenly came down on Roan in a deluge that caught them all off-guard.

“Agh! HEY! GUYS!” Rainbow looked up, shouting angrily towards the skies. “A LITTLE WARNING DOWN HERE!? COME ON!”

“Rainbow, ya know there’s nopony up there, right?” Applejack asked, pulling her hat down a bit to try rather impotently to protect her mane against the sudden downpour.

“Oh... right. Forgot. Hey, maybe I should just go up there and...” the weathermare suggested innocently, but a subtle, stern look from Twilight made her reconsider.

“I am not surprised. The sky has been heavy all morning," Leonard commented with disdain while holding up a hoof to keep the water out of his eyes. "Tell you what, since you kind people saved my hide from those brutes, the least I can do is offer you shelter until the rain passes. My studio is right down the road here.”

The tan unicorn suddenly set off at a trot down the alleyway and into the street, beckoning them to follow.

“Thank you, Master DiHoovsie! That's so generous of you!” Twilight rushed forward, her mane already falling flat and soaked down her face in the rain.

“It really is the least I can do. Oh, and my Lady Sparkle, please... please… call me Leo.”

Twilight couldn’t help but blush.

Staying back a moment as Applejack ran up behind the two unicorns and Rainbow took off above their heads, the Doctor set the psychic paper back in his side-pouch and looked around, not taking heed of the rain as it rolled down his snout and caused him to flick his tail involuntarily.

He was missing something… He didn’t know what, but he could feel it. Something... right in the corner of his eye…

“Doc! Come on!” Rainbow called back for him. “You’re gonna catch something standing out in wild rain like that!”

Still unable to shake the feeling of something important just beyond his perception, the Doctor trotted up behind the other ponies.

And as he moved out from the alleyway, he had no way of noticing the wispy shadow moving along the back walls.

Studio of Leonard DiHoovsie
The Pony City-state of Roan
A short time later

The large wooden door, somewhat warped by age and weathering, was very out of place amongst the mostly stone buildings that lined Canvas Way, an unassuming side street on the borders of the Craftspony District and the Lower District. This particular door led to the large, barn-like add-on of a more conventional stone building that was marked only by a sign showing an icon of a bed with a pony sleeping in it.

And as the sky grew ever darker and the rain fell heavier, it was to this door that Leonard DiHoovsie led his impromptu saviors. His horn glowed for a moment and a latch somewhere could be heard to click before he set his shoulder against a large handle, bracing and grunting as he tried to push the door to the side. It was only a moment before an array of wheels set into the bottom began to roll and allowed the soaked artist to push the huge door aside.

Casa, dolce casa.” Leonard moved fast, panting slightly from the run as he ducked into the structure. The fading daylight outside failed to illuminate the interior of the open, barn-like structure, as the three mares and stallion following in his hoofsteps moved out of the rain. “It’s not much, but it’s dry and I can have a fire going in a moment.”

Applejack and Rainbow moved into the dark shelter first, the former quick to shake herself dry while the pegasus, no stranger to the feel of cold rain, merely flicked her wings as she came down to ground. Next into the studio came Twilight, her mane sopped over her eyes due to the drenching rain. The unicorn was further hobbled by her now soaking wet toga, which had done little to aid in her running after Leonard, and even less to preserve any modesty she might have been saving as the fabric clung to her fur coat, an irony that Rainbow couldn’t help but snicker at while the Doctor came up behind them.

His latest Harsh Tree pulp outfit seemed to be living up to Rarity’s claims, keeping the Doctor’s chest, back, and neckline all but dry while the goggles he had pulled down over his eyes aided in keeping his vision clear. In spite of having been out in the rain longer than the other three ponies, he was by far the least soaked.

Now on the other side of the door, Leonard braced himself against another handle and used his shoulder to push the wooden door back into place, cutting off the light for a moment and shrouding the five ponies in the dark.

“Well, that was rather bracing, wasn’t it?” the Doctor’s voice cut though the darkness.

“Ah just about broke a leg on them cobblestones.”


"Ungh... Stupid... thing..."

“Hey, Twilight. Wardrobe malfunction?”

“Oh, ha ha. Buck you, Rainbow,” Twilight replied grumpily as she struggled in the dark to pull the fabric free of her coat.

“Such language, Twilight,” the Doctor admonished, raising his goggles as he suppressed a snicker at the modification of language and wondered what other "ponyfications" there might be to their speech styles.

“I can’t believe I thought this thing was cute. Seriously, my Gala dress was easier to move around in.” Twilight strained as she seemed to become tangled in the toga. “No wonder this form of garb became outda--”

The darkness was banished quite suddenly as a dull yellow glow from Leonard’s horn filled the studio for a brief moment, dozens of candles and lights igniting soon after and giving the quartet their first look at the shop in a flickering light.

Applejack and Rainbow’s jaws were on the floor already as Twilight pulled her head from the main part of the toga, her agitated expression turning to stunned wonder almost as soon as her eyes went up.

The barn-shaped studio was nearly the size of the TARDIS' control room, but unlike the TARDIS, it was packed almost full to bursting. Shelves and desks cluttering the space were filled with parchments, fabrics, and half-finished canvases, while in one corner were tablets, buckets of colored paints, and an incomplete statue, standing half-chiseled with bits of marble still littering the ground.

There were large rolls of parchment tacked around the walls that showed dozens of unconnected, but masterful sketches all across them; a collage of pony forms, griffins, dragons and devices of all sorts with scribbled notations in the margins. A separate area held models of various machines, carts, and blueprints that were ironically drawn on bright red parchments with blue ink. The largest of the designs, still looking half-finished, resembled a pole with bronze and copper pipes running from a large bag at the bottom, to a glass, diamond-shaped fixture on the top.

Up in the rafters hung four full-sized models of bizarre winged devices. A pyramid-shaped parachute hung fully extended next to what looked like a hang glider with a broken wing, while another device had a set of pedals attached to a flapping set of wings, much like a bat’s. The fourth of the models, and by far the most bizarre-looking, had a large spiral propeller that was hooked into a wooden four-pedaled pony bike.

And all over the floor and tables, there were scrolls and books of every kind, thrown here, there, and everywhere, reminding Twilight of her own library after a shut-in weekend of study. The literature was also accompanied by dozens of small contraptions along with loose pieces, springs, and wire.

“Pardon the mess, I don’t usually entertain guests here,” Leonard remarked casually as he moved expertly through the piles of randomly assorted junk and into a side entryway that must have led back into the stone building next door. “I’ll go put some tea on. Give me just a moment.”

As the tan unicorn moved out of sight and the door closed behind him, it was all Twilight could do to suppress a loud squeal of delight by bringing both hoofs to her mouth.

EEEEEEEE…! Leonard DiHoovsie’s... WORKSHOP!” Her excitement barely contained, and as the others started to browse the area themselves, Twilight immediately moved towards a pile of parchment leafs and ran her hooves over them as she recognized some of the illustrations. “Sweet Celestia… A Study of the Miraculous, not even complete yet… This is the original magic manual!”

“Twilight…” The Doctor moved up beside her, noting the rough illustrations and pulling the unicorn slightly away from the parchment. “Might I suggest not drooling and leaving smudges all over the ‘original’ magic manual before the ink is fully set?”

“Hey, Ah saw some a’ these at that gallery. They was all cut up then…” Applejack motioned to the enormous parchment roll which covered half the wall and was half-filled with random sketches. Some of ponies walking, some of random animals, and one of a dragon up close with notations of its eyes and scales. “Ah always kinda figured he had a big ol’ desk ‘n that he did ‘em all one by one. But this… It’s like he’s drawin’ on the wall just random-like.”

“You think that’s weird? Look at these. Talk about obsessed,” Rainbow said as she ducked and bobbed around the machines in the rafters. “The hang-glider might work short-distance, but this thing? Dunno what it is, but I don’t think it’s going to fly.”

“Not for lack of trying…” Rainbow froze up in the air for a moment as the three mares all looked towards the famed unicorn, a tray with several steaming cups floating next to him as he moved through the door again and back into the main area of the workshop.
“You can go ahead and laugh, Captain Dash. Pegasi usually do, and at this point, I can’t fault them for it. It’s not as if the test runs on any of those prototypes have done much to silence them.”

“Uh... No, that’s okay.” Rainbow Dash came down, rubbing the back of her neck and feeling a little embarrassed about her outburst in the face of Leonard’s humble reception of her criticism. “And it’s just Rainbow Dash, or Rainbow to my friends.”

“Your work is amazing.” Twilight smiled encouragingly as the mares moved up to accept the steaming cups, which they each discovered to be full of a very weak tea. “And not just the sketches, but all of it. It’s so imaginative and unique, like nopony’s ever done before. I love it…”

“Really?” Leonard tilted his head, and his tone was rather skeptical. “Well, that would make you the first in a long while, Lady Sparkle. Nowadays, the noblecolts don’t want ‘unique’ and ‘imaginative.’ They all want copies of whatever is ‘vogue.’”

A bit stunned by his reaction, Twilight magically lifted her cup towards her and sipped carefully on the hot brew as she tried to think of a response… although, as the Doctor tried to take his cup, her need for such a response was no longer immediately required.


“OW! HOT! HOT! IT DOESN’T WORK WITH HOT!” The Doctor jumped back in panic, having attempted to lift the cup as he had seen Applejack do with her teeth and sip at the drink while holding the cup in place without her hooves. Needless to say, he failed spectacularly, dropping the majority of his tea back on himself and now testing the stain and heat resistance of his Harsh Tree wardrobe.

While Applejack and Rainbow fell back to help him, Twilight looked to the artist stallion, her own clay cup still firmly held in a magical aura as she broke the proverbial ice. “So, Leo… Who were those goons, anyway?”

“Is he alright?” Leonard winced as the brown earth pony gasped lightly, attempting rather unsuccessfully to brush the hot tea off of his face and legs.

Twilight shrugged. “Eh, he’ll be fine. He is a doctor, after all.”

“The flesh… it buuuu-hu-huuuurns!” the Doctor whimpered pathetically behind her.

“Aw, hold still, ya big foal! Fer Celestia's sake, do we seriously hafta teach ya how ta hold a dang cup?”

“He’s just a little... over-dramatic sometimes,” Twilight assured Leonard, setting her cup back on the tray which remained floating there next to the stallion. “I think he just does it for the attention. But, really, who were those guys?”

“Well…” Leonard started, still a bit withdrawn, but shrugging as the Doctor’s gasps of pain faded. “The draftsponies were just common thugs. Hired muscle, and not much else. They usually get a few of those types and rotate them out every couple of days. The unicorn in the robe, however... was Castagno.”

“Is he some sort of crime boss?” Rainbow asked, leaning forward with interest.

“No… he’s a Critique.”

The pegasus recoiled in confusion while the Doctor, who had recovered by this point, leaned in to give his piece. “I’m sorry, what? A critic?”

“You mean those guys come along and rough you up, with the Guard watching and everything, just because they don’t like your art!?” Twilight was almost as disbelieving as the Doctor, though Leonard hardly seemed to be kidding around. “That's horrible!”

“No, no... you misunderstand. The Critique are the administrators of the Academia de Arte here in Roan. They handle the admission and education of apprentices and regulate the study of the arts. And while Castagno and all of his ilk in the Academia may not approve of my other vocations, they appreciate my canvas work just fine.” Leonard sighed, his tone growing bolder as he showed some resentment. “So much, in fact, that they want me to work for them.”

The artist’s horn flared to life again, igniting a fireplace that had been filled with broken frames and canvases.

“At least their ‘proper’ art samples have one good use.” Leonard motioned to the flames as they began to devour the paints and canvas, which featured blocky, oddly-positioned renditions of various pony-like shapes.

“Whoa, whoa. Back up. Y'all mean that ya get stomped on like that cuz they want ya ta only make the thangs they want ya ta paint? Ah agree wit’ Twi. That's downright disgustin'.”

“These are strange times, my friend,” Leonard explained, although his expression faltered curiously. “Although I would think anypony with half an education knew about such things already.”

“Well, Leonard...” the Doctor spoke up, leaning forward as he set himself down in a comfortable laying position, his legs underneath him as he observed the artist. “Let’s pretend for a moment that my friends and I have spent our entire lives under a rock somewhere, and feel free to educate us.”

Leonard was put off as four sets of eyes were locked on him with absolute interest, until he sighed in resignation.


Some time later, the group had settled in and dried as the rain continued to pour outside the workshop and the sun set behind the dark clouds, casting a dreary pall over the streets of Roan. The weight of the rain as it ran down the edges of the wood-shingled roof caused the structure to creak slightly, and the only sign of life to be seen from the street was the faint firelight that could barely be glimpsed in the gaps of the barn-like structure.

“It began a few years ago,” Leonard started, now laying in the center of a small semicircle with his back to the warming fire. Around him, the four strangers gave their complete attention. “I was still a junior apprentice at the time. My maestro, Vero Chio, was the premiere instructor of the Academia de Arte and he constantly had students clamoring for his attention. I don’t know exactly why he decided to take me under his direct tutelage, but it did not win him any friends in the Academia’s higher circles.”

“Why not?” Rainbow asked.

“Because I wasn’t exactly considered a ‘profitable investment,’” Leonard found himself explaining, sounding a bit embarrassed by these facts. “I was barely accepted into the Academia as it was, and most considered my education there a case of charity due to my lineage. I don’t often speak of it, but I’m a mixed foal. My father was a unicorn… my mother, an earth pony.”

“I see.” Twilight nodded, trying to make it seem like this was news to her. “But that’s not so strange. I mean, those sorts of things happen all the time where we come from.”

“Then I would dearly like to visit such a place, Lady Sparkle, because in Roan, heritage determines everything.” Leonard sighed heavily. “I was marked as a failure to both sides of my lineage from the beginning. Too much a dim, stubborn ‘ground-pounder’ to fit in amongst the elegant unicorn nobility, while my size, horn and magical ability prevented me from running with the earth pony herds. My admission to the Academia was won through an oversight by the admissions clerk, a great deal of hard work on my part, and, I believe, a dash of sheer luck. When I was taken in by Maestro Vero himself, it upset more than a few noble families that had donated large sums of ponarri bits to have their own foals trained. After all, the arts are a well-respected vocation for those lacking in more ‘military’ attributes.”

Leonard lowered his head a little. “One of those foals, however, was Graphis Denarius.”

Leonard’s pause seemed to be for a dramatic effect, or perhaps a gasp that never came, but no such response was forthcoming as Twilight merely tilted her head slightly.

“Graphis Denarius? I've never heard of him.”

Now it was Leonard’s turn to look shocked. “How could you not have heard of House Denarius?”

“Under a rock, remember, signore? Although, let me hazard a guess…” The Doctor sighed, already recognizing the patterns of the familiar story of wealth over potential. “Exceedingly wealthy and influential.”

“That is putting it mildly, Doctor. Graphis’ father is the Duke and Patron of the Noble Unicorn House of Roan and one of the three stewards of the city during Lady Astrolia’s long absence.”

“Right, because that’s how the story usually goes...” The Doctor shook his head depressingly.

“Absence? Hold on. Ya mean Astrolia ain’t in the city? Well, where they hay is she?” Applejack balked at this information.

“If you have been abroad, then you likely know better than I do. Last I heard, she was negotiating a truce with the Northern Roosts, but that was some time ago. Before that, she had been staying in her southern palaces and dealing with issues that had arisen in Prance and Brushels.”

A sudden snort of amusement broke the somber tone and drew Leonard’s attention back to the Doctor, who had to fight down a sudden and impromptu case of the giggles. “Br… Brushels? Really? No… No, I’m fine. Go ahead.” The Doctor fought to contain himself while the three mares and unicorn stallion looked to him with awkward expressions.

To Twilight, however, this news was very strange. If Princess Celestia were to be "long absent" from Canterlot without an exact understanding of where she was, all of Equestria would panic.

As for the Doctor, he eventually got himself under control and, shaking his head, looked to Leonard. “Alright, so I take it that, aside from having a rich and powerful father, this Graphis was a difficult student to work with.”

“On the contrary: We actually got along quite well, at first.” Leonard shrugged, smiling slightly at the memory. “He had a talent with stone and sculpture that I admired, and he was quite fascinated by my own works with the brush. I had a difficult time focusing on any one project because my interests, as you can tell by my workshop, are rather... varied. Our first year together under Maestro Vero went quite well…” Leonard’s smile faded. “…until he started stealing my ideas and my work, attempting to pass them off as his own. He was charming enough, and his family influential enough, that he might have gotten away with it. The Critique, the artisan masters who ran the Academia, ignored my protests of theft right up until Maestro Vero himself put his hoof down. He had enough influence with the Critique that, in spite of his father’s patronage, Graphis was expelled for stealing my work, and that of several other apprentices as well, whose silence he had bought.”

“Sounds like he deserved the heave-ho.” Rainbow nodded in satisfaction.

“Perhaps… although it was hardly a victory to savor. You see, four years ago, Maestro Vero passed on in his sleep. My own apprenticeship had only just ended when he went, and I managed to procure this studio thanks to a friend of my mother’s, who owns the Mare’s Rest Inn, the building it’s attached to. My business started fine, and I gained a steady set of commissions to finance my work and study… but then the rules changed. Less than two months after Maestro Vero passed away, Graphis opened up a workshop of his own in the Royal District, providing statues and figures of amazing quality to the noblecolts and fillies of Roan and places beyond with incredible speed. Most sculptors, even the best, take months to finish a single commission. But Graphis had somehow developed a technique that allowed him to complete several works in just one month! Within a year, the Academia Critique repealed the record of his expulsion and granted Graphis the title of ‘Maestro Sculptor.’”

“So he got a fancy title and his own workshop. What does that have to do with these ‘Critic’ guys dragging you into the alleys?” Rainbow asked, seriously confused as to how this story had any bearing on what they had seen happen earlier.

That started when Graphis decided that he wanted to produce more than just sculptures, and began to hire his former peers at the Academia. He promised reproductions of the finest artworks to his patrons at greater speed with the collaboration of multiple artists. Demand for Maestro Sculptor Graphis’ work from the noble houses across the Twelve Cities then became so high that now, nopony will commission or purchase anything lacking his seal of approval. No other artist in Roan has been able to survive without his consent, so they all develop works for him, forsaking their own commissions in exchange for a steady salary while making reproductions of whatever the Critique approves as the next 'valued piece.' After they come up with a new, easily producible work, the Critique are each given a direct ‘donation,’ and Graphis is declared the originator of the art. And with his family’s influence over the Critique and the Guard, the Maestro Sculptor is more than capable of ‘encouraging’ anypony that disagrees with his standards to see things his way.”

Applejack shook her head in disgust. “That’s… That’s not jus’ crooked, that’s downright ex-tor-shun is what it is!” the cowpony declared. “Why do them fancy, frilly nobleponies go along with it? Don’t they know what’s happenin’?”

“Most of them don’t, and those that do simply don’t care.” Leonard lowered his head. “Most of the local nobility is friendly with House Denarius anyways, and Graphis sends works all over ponydom by way of Roan’s Sky Warder Couriers. Since there is a constant demand for any art that carries his seal, no matter how much of an eyesore it is, he brings back a constant flow of bits and goods into Roan.”

“An’ the rich get richer…” Applejack looked away, the thought of it all turning her stomach.

“Wait. So, including you… how many artists are there left in Roan that aren't working for Graphis?” Twilight inquired.

“Including me?” Leonard brought up a hoof and tapped it against his horn a moment as if counting in his head. “One.”

“What about ‘the Lost’ as you put it?” the Doctor asked, bringing the subject away from Leonard’s troubles suddenly. “When did that start?”

Twilight was almost shocked to think she had nearly forgotten about the posters they had seen earlier at the Astrolia Fountain, and felt more than a slight pang of guilt at having gotten so caught up in Leonard’s story that she had let the disappearance of dozens of ponies slip her mind.

“About two, perhaps three years ago… and absolutely horrible is what it is.” Leonard shook his head. “It started quietly in the Lower District. There were just rumors at first; the usual urban myth that you get in cities that are told to foals to make them behave. Ponies vanishing without a trace, and such. But then it started to be more than a myth. Slowly, it became a real problem, and after a year, everypony in the Lower District knew at least one other that had gone missing. After a while, though, it turned out not to just be a problem in the Lower District, but in the Craftspony, Academia, and even the Royal Districts.”

“What happened to all those ponies?” Rainbow asked, completely enraptured by the intriguing tale like a small filly listening to a ghost story.

“Nopony knows. At first, they thought it was due to some sort of monster that somehow got through the city walls. But monsters are neither smart nor picky enough to remain concealed for so long. And to my knowledge, there have never been any signs of struggle; they simply vanish. Nopony that’s gone missing has been found alive or otherwise, and nopony has ever seen what’s happened and remained to tell about it. The Guard tries to downplay it, but nowadays, most won’t venture out at night alone… or even in groups, for that matter. I hear that night watchponies are paid triple now, and even a few of them have gone missing. But even with all of that, the nobles continue to claim nothing is wrong and that the ‘common’ ponies are being paranoid. Thus far, the Royal District has had a few go missing, but they’ve been the least impacted."

“How many?” asked the Doctor, though the weight of the world seemed to be behind those two simple words.

“...Hundreds,” the artist revealed, his eyes downcast, drawing a collective gasp from the three mares in attendance.

“And how long have you been making the missing posters for their families?”

Applejack, Rainbow Dash, and Twilight all turned in shock to the Doctor, while Leonard reeled back as though he had been hit square in the snout.

“The nobleponies and the Guard don’t want anyone to talk or think about it. Out of sight, out of mind -- or so they think. When we were going through the streets, the walls of all these buildings were completely clean. Not a single poster or notice, no citywide curfews or signs that anything was wrong anywhere. In fact, there was only one place we’ve been in the entire city where those posters were placed. And those sketches were as accurate as they could be… written by a literate, educated pony. Someone who has the ability to make them in an assortment of different styles so no one could say that it was done by any single artist. Because if all of the city’s artists work for a pony that doesn’t want anyone to talk about it, then who will try and help them speak out?” The Doctor nodded, confident as the facts added up. “You don’t have any official commissions from the nobility, but the first thing you ask Twilight is if you’re late on a commission. After all, you’ve managed to survive this long without an income.”

Leonard drew back as the Doctor seemed to snatch his revelation right out of the air, but was unable to dispute the earth pony’s conclusion.

“It’s okay, Leo, we won't tell anypony,” Twilight assured the artist, but then found herself unable to resist her own curiosity. “But why the base of the fountains?”

“It’s a Roanan superstition," the tan unicorn answered. "They say that the Lady Astrolia’s magic enchantment allows her to see through the eyes of the statues. The Guard is afraid to approach and start tearing off the posters because she might see and disapprove. The Lady Lunar hasn’t set hoof in Roan in over a decade, and regardless of what they say, I don’t believe that anypony in the Guard or among the ranks of the nobility have informed her of the disappearances. They are just ignoring the problem and hoping it will go away.”

“Which is good news for you, at least. I’m guessing it’s a simple barter.” The Doctor’s tone was flat, but there was the slightest hint of accusation in his voice. “They help keep you fed and ‘pony up’ meager supplies, and you reproduce the likenesses of their loved ones and sneak the posters into the one place the Guard is afraid to remove them from.”

“I am not profiteering off of the misery or ignorance of the city’s ponies, if that is what you’re saying, Doctor!” Leonard retorted, more than slightly incensed by the insinuation. “The posters are the only recourse the families and friends of the victims have. The Guard won’t even listen to them anymore, and the nobles refuse to hold audience with anypony that even attempts to bring up the disappearances. Foals are vanishing off the streets or right out of their homes when they are left alone and nopony knows how or why! What else can they do!?”

The Doctor held his hard expression for a few seconds, before softening and nodding in understanding. There was a moment of silence in the workshop as the roof creaked noisily, Leonard’s moment of ire passing with a few breaths.

“The Critique suspect… but they cannot prove anything. And the Law of Roan states that artistic expression is free from legal interference, so the Guard can’t do anything about me directly without causing a scandal. The Critique know that if their assumptions are correct, having me arrested even on a false charge could well cause the kettle to boil over, so to speak. There would be riots in the streets. The nobility are already concerned about what happens if the commoners’ fear turns to anger and their hollow cries of ‘all’s well’ fall on deaf ears. So, over the past few months, they’ve stooped to less than proper methods to try and silence any artistic competition with Graphis’ assertions that say all is peaceful in Roan.”

“An’ that’s why they stooped ta intimidatin’ you.” Applejack pulled herself up. “Whooo-eeee, Ah gotta say, Leonard. That’s about as brave as anythin’ can be.”

“Hardly… Just thickheaded, disgruntled, or overly-proud.” Leonard huffed resignedly, lowering his head. “Take your pick. I’m no hero, Lady Applejack… I’m just a stubborn mixed foal that doesn’t know when to quit. It’s not like anything I’ve done has been able to uncover what has happened to the Lost or what is responsible for it. All I do is draw pictures.”

Again met with silence, the roof creaked overhead as the blonde artisan was ashamed by his own admission.

“If they are denying it so strongly…” Twilight reasoned, bringing a hoof to her chin as she ran over the facts in her head quickly. “Then perhaps that means the nobleponies know more than they are willing to admit.”

“If’n they’re anythin' like them frou-frou ponies we met at the Gala, then Ah wouldn’t be surprised,” Applejack added.

“Hey, Doc. What do you think?” Rainbow turned to her side, then drew back in a moment of shock as she realized that the Doctor was no longer seated there. “Doc?”

The four ponies looked around for a moment before they saw the Doctor, his goggles pulled down over his eyes, in the model area of the workshop, almost out of the ring of flickering firelight and fawning over a set of metal balls lined up in a frame. He used one hoof to pull one back and then let it go to cause the metal ball at the opposite end to come flying up and clacking back down.


“Fascinating…” The Doctor grinned as the clacking balls pushed one another up back and forth. “Ahead of it’s time, indeed. Newton would be proud. Hmm... Temporal correlations…” The mad pony trailed off for a moment as his eyes followed the swinging balls back and forth.

“Doctor! Focus!” Twilight’s disapproval was apparent as she pulled herself up and trotted over to the easily distracted stallion’s side and put a hoof on either side of the cradle to stop the balls' motions. “We have much bigger problems, here!”

“We do? Oh, right! Yes, we do.” The Doctor pulled his snout away from the balls in the cradle, the goggles obscuring his bright blue eyes as the firelight danced across the crystal lenses. “And far more immediate concerns, as well.”

“Huh?” Rainbow looked up in surprise. “What are you talking about?”

“Well, this place would appear a fairly old storage building converted into a workshop. Not the best in the world, but it is dry because it has a slanted shingled roof that creaks and groans in the rain under the weight of water being pushed down the sides and off into the gutters.” The Doctor’s expression dropped slightly as if something sour crossed his mind. “This is troubling.”

“Doctor, what in the world are you--” Twilight started, but was cut off.

“The roof creaks in the rain.”

“Yeah? So?”

“...It stopped raining over ten minutes ago.”

There was dead silence in the workshop for a moment… broken only by the heavy creaking of wood above them. Twilight’s eyes slowly lifted towards the ceiling, as did Leonard’s, Applejack’s, and Rainbow’s.

“If that’s the case, then… what’s that?” The Time Lord looked up slowly as well, his tone dropping to little more than a whisper as the five ponies took note of the flying machine models that were swaying lightly on their secured lines.


The ceiling caved in suddenly, crashing down as if a sizable boulder had been dropped on it, sending a spray of wood splinters, broken shingles, and more than a bit of captured rainwater about the shop. As the five ponies inside scattered, the moment of frantic confusion was compounded when something struck the side of the wall where the fireplace was located, sending embers and burnt scraps of bad art scattering across the floor. As the inside of the studio was cast into very dim moonlight, Leonard attempted to get his bearings, pulling himself up from the ground he had been tossed to as he looked around. Papers, broken models, and all manner of debris had been thrown in every direction, further adding to the chaos as something large moved about in the darkness.

“Lady Sparkle!? Captain Dash!? Doctor!?” Leonard called out frantically as he tried orient himself.


Something large, thick, and heavy slammed into the ground next to Leonard, causing the artist to jump out of the way in reflex as he tried to turn and get a look at what it was. His heart was racing as several disembodied voices were heard over the crackling of wood and the sound of his workshop’s destruction.

“Twi! Watch out, sugar!”

“I got it! I GOT IT! WHOA! WHOOOAA!” Rainbow could be heard for a moment, her voice wavering in several directions as she was thrashed about wildly.



“Ah can’t see it! Where is it!? UMPH!”


“Ow-ow-oowwwww… Okay, I don’t got it...”

“Doctor!? Doctor, where are you!?”


The new, alien sound filled Leonard with a near-paralyzing fear as he gasped for breath, looking about wildly and noting a large, dark shape that was moving around, silhouetted against the dim ring of moonlight that illuminated a mere fraction of the workshop.

There was a brief moment then, struck motionless with fear, that Leonard saw something thick and heavy rise from the debris, casting off pieces of his flying machines as it lined up… and then bore down on him.

Realization struck the artist less than a second before impact.


Tackled right in the flank and thrown to the side at the last moment, Leonard and the Doctor went rolling out of the way as the door to the studio was all but shattered, scraps of heavy wood exploding outward and into the street as whatever this thing was impacted it with the force of a cannon.

Leonard had just enough sense remaining to look up and see the Doctor snap one hoof up and in the direction of the mysterious creature, a metal tube suddenly protruding from the band he wore above his hoof and glowing in a swirling rainbow of colors.



If he were thinking clearly, Leonard would have considered that, whatever the Doctor was doing, the creature didn’t like it at all.


“YEE-HAW! RIDE ‘EM COWPONY! Ya’ll jus’ try ta buck me off, mister!”

“Leonard! Run!”

Still on his side as the Doctor pulled himself off and flicked his hoof again, the strange device emitted another high-pitched squeal that caused the creature in the dark to buck to one side, impacting the outer stone wall of the Mare’s Rest Inn.

But whatever this thing was, it seemed to recover quickly, snapping forward as the Doctor moved out of the dim light cast by the now-open doorway and back towards the main bulk of the creature, while a glow of purple illuminated the face of Twilight Sparkle a moment before a lance of magical energy impacted the dark shape, apparently to no ill effect.

"Leonard! Run for your life!"

The urgent, resounding authority in the earth pony’s tone caused Leonard’s already pounding heart to jump and seemed to thaw the artist’s frozen joints as he found himself scrambling to his hooves.

What else could he do?

He ran.

Ch. 4: Clouds, Paints, and Stone

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Chapter 4: Clouds, Paints, and Stone

Canvas Way, Craftspony District
The Pony City-state of Roan
25th of Summer, 1491 A.R., 9:57 p.m.

The street outside the Mare’s Rest Inn was quiet tonight, the silence broken only by the steady dripping of rainwater from the edges of the various rooftops. As the clouds started to break up from the recent rainstorm, casting a dim light from the silver moon over the glistening streets, the dripping was joined by a dull, muffled crashing sound coming from the wooden ramshackle storage building that had long ago been affixed to the inn.

Originally built to shelter the carriages of traveling earth pony nobles, those that lived on the street knew that the eyesore of a building was now the residence and workplace of a crazy inventor pony that was always tinkering with this or that, and they had long since become accustomed to strange noises from his works.

But were anypony paying attention, they might have noticed these were not the usual sounds of artistic progress.

“I got it! I GOT IT! WHOA! WHOOOAA!”



“Ah can’t see it! Where is it!? UMPH!”


“Doctor!? Doctor, where are you!?”



The rolling wood door that acted as the only entrance and exit of the workshop exploded outward with a powerful cracking sound that sent splinters flying across the street and into the walls of the closed shops and buildings at all sides. Exposed now to the outside, the sounds inside the shop carried much easier in the air, as something large squirmed inside and crashed into the inner walls, causing the entire structure to shake.

"Leonard! Run for your life!"

A few scant moments later, the well-known mad inventor, beret in its awkward place on his head and red cape fluttering slightly behind him, came running out and down the street at a full gallop, taking the advice to heart.

Inside the cracked and breaking walls of the studio, the scene was chaotic and frenzied.

“WHOOOAA, DOGGIE!” Applejack yelled as she held on for all she was worth, the creature thrashing wildly as she tried to dig her hooves in. Its hide felt rough and rigid, and she knew she was going to be feeling every bruise in the morning, but now her rodeo pride was on the line as she used every trick she knew to keep her grip.

Twilight moved around the creature’s edge, trying to flank it as her horn lit again. A glowing purple strand appeared out of nowhere and lashed around the front of the thing just in front of where Applejack was hanging on. And as Twilight held it in place for a moment, the Doctor rushed forward.

“Stop! Wait!” he demanded, the creature’s thrashing held in check, though its long, worm-like shape was still obscured by the shadows of the workshop. “You don’t have to do this! What do you want!? Talk to me!”

“Doctor, what are you doing!?” Rainbow shouted, trying to find an opening to dive-bomb the creature without hitting her stetson-wearing friend.

“Every living thing I’ve met in this universe so far has been intelligent to some degree!” the Doctor explained quickly, moving around and trying to get a better look at the creature, which seemed able to almost perfectly predict the fall of the shadows and keep itself hidden within them, keeping anypony from getting a glimpse of any real detail beyond the silhouette of its thick, serpentine body. “And if it’s intelligent, it may respond to reason!”

“REASON!? ARE Y'ALL BUCKIN' CRAZY!?” Applejack cried out, still having difficulty holding on as the creature strained against Twilight’s restraint. “USE THE SONIC THINGY!”

“Doctor… I can’t... hold it…!” Twilight strained, sweat running down her face and snout as her horn’s aura fluctuated wildly. Although there was no physical tug from the line, the unicorn could feel the pain running all around her skull from maintaining the ethereal tether.

“I don’t know what you are, but I know you can understand me! It’s clear you want something! There have been no signs of struggle before tonight, but you’ve gone out of your way to make a point here! We just want to know what that point is!” the Doctor spoke quickly, his tone calm, but rushed, as he saw his window of opportunity closing. “Talk to me!”

For a moment, just one moment, the creature seemed to settle, drooping a bit as the tether went slack and giving Twilight a moment of relief from the strain.

And then it bucked wildly, thrashing hard as it twisted in a corkscrew motion and dove forward. The magical violet cord snapped and disintegrated as Twilight was thrown back by the recoil and Applejack was sent flying off, caught in mid-fall by Rainbow before she could crash into a pile of broken tables and shelves.

Moving towards the shattered doorway, the creature slithered forward in a flash, its tail thrashing back as it crossed the threshold into the moonlit street and casting up a wave of debris and splinters that caused all four of the ponies to wince and turn away, defending their faces from the dust and bits of wood that pelted their coats.

Rainbow recovered quickest and dropped in altitude, setting Applejack down before diving towards the door in the blink of an eye. “HEY! COME BACK HERE, YOU…”

At the doorway, Rainbow stopped in shock. The street was absolutely empty, save for the shards of timber that now littered the cobblestone road. Buildings lined the far side of the street so closely set together that Rainbow herself would have trouble rushing through the alleys, let alone something so much larger than she was.

Turning her head to look up and down the street, all was calm and quiet. No sign of monster or pony.

Shaking her head in a rattled confusion, Rainbow composed herself as the other three earthbound ponies moved to the door. “Y-yeah! You'd better run! Or slither… or...” Her attempted victory boast fell flat as she came to the ground. “…vanish… into... thin air…”

“What was that thing?” the Doctor asked quickly, his mind mulling over the possibilities and coming up blank, given his still-limited understanding of Equestria and its surrounding universe. “Did anybody--”

“Anypony,” Twilight corrected before she could stop herself.

Now, Twilight? Really?” the Doctor asked, his tone slightly annoyed as he tried to catch his breath.

“Sorry. Reflex,” the purple unicorn panted, fighting back the massive headache from sustaining that last spell. She hadn’t fought that hard to maintain a spell since the Ursa Minor incident.

“Did anypony get a good look at it?”

“Nah. Got a good feel of it, though…” Applejack also panted, her hat sitting awkwardly on her head. That ride had been harder than any rodeo she had ever been a part of. “It felt like hangin’ on the underside of a rock cliff durin’ an earthquake.”

“It was like nothing I’ve ever seen before. Whatever it was, magic didn’t even scuff it.” Twilight sounded incredulous. “I couldn’t even slow it down with a Light Tether. That spell should have been strong enough to hold a half-grown dragon.”

“Yer magiky swizzle stick sure did the trick, though.” Applejack nodded to the Doctor. “Ah thought ya said earlier that there thing weren’t a weapon.”

“That’s ‘sonic screwdriver,’” the Doctor corrected, flicking his hoof forward with a flourish and extending the screwdriver so that he could look over the readings, very distraught at how incomplete they were. “And it’s not a weapon. I tried to run a scan to find out more about it, but I couldn’t get a firm lock on the thing with all its thrashing around. I think it was reacting to the low-grade sonic frequencies of the scan.”

“The what, now?”

“It doesn’t like high-pitched sounds,” the stallion simplified for her. “I don’t think my screwdriver was set loud enough to hurt it, but it was definitely disoriented.”

“Yeah, but, hurt or not, we still sent it running.” Rainbow’s confusion broke in a smile, pumping a hoof in the air. “Ha! We rock!”

Looking to the Doctor, Rainbow’s victorious rush dropped like a stone. His expression was far from one of celebration. “It didn’t run away…” the Doctor reasoned. “It wasn’t here for us.”

Three pairs of eyes went wide as the mares drew the same conclusion he had.


Several blocks away


Leonard DiHoovsie panted heavily, his hoofsteps slowing against the wet cobblestones as he tried to catch his breath. He paused next to a shop to set his flank alongside the corner of the building.

Even though his heart continued to pound, the artist couldn’t help but feel a horrific shame fill every corner of his mind.

“You are a coward, Leonard!” he berated himself aloud between pants, pounding the side of his head against the cold, wet stone. “That’s what you are!”

His workshop. He had just run away from his own workshop, leaving behind four far braver ponies than he to try and fend off some unspeakable horror. For the second time that day he had held back and hidden behind these three amazing, crazy mares and their mad Doctor.

Could he even call himself a stallion anymore? Leonard never considered himself a hero, it was true. Such a title was for better ponies than him, but at the very least he should have been able to stand his ground in his own home and workplace.

My work! he thought suddenly with a gasp.

The prototypes and models! The manuscripts and sketches! All of those crazy ideas that he had continued to work on in spite of the Critique's mocking and also that of his former peers. His flying machines had surely been reduced to kindling by now, but what of the papers and smaller devices? Could they have survived?

Wait, what was he thinking!? What about Twilight, and Lady Applejack, and Captain Dash!? He had just left them behind with that… that monster! How could it be that these four strangers were more interested in protecting him than saving themselves? Facing this… this…

Was this what had been stealing away the ponies over the last few years? How was it possible that such a monster had gone unnoticed in the City of Roan!?

Gritting his teeth, Leonard pulled himself up. He couldn’t just stand here. He had to go back… He had to…


Leonard’s eyes shot open at the sound as he turned on the spot. The silhouette from the alleyway was unmistakable, rising up and rearing back as realization struck him and again filled him with dread.

For once in his life, Leonard didn’t think… he simply acted.

As the creature launched forward, the artist had already taken off again, his pursuer crashing into the corner of the shop and pulling itself into the street after him at an incredible speed.

The cobbled stones that made up the well-trotted backstreets of Roan were wet and slick this night from the earlier rain, glistening as Astrolia’s Moon shone overhead.

But for Leonard, the majestic sight was ignored as the sound of his beating hooves pounded and clopped awkwardly against the street, moving at the fastest gallop that could be achieved while turning the tight corners of the edges surrounding the stone buildings. He dared not look back as the creature was likely gaining on him, his mind racing as he tried to think.

He was no race pony. He knew he couldn’t outrun this creature over any sort of distance. He had to outsmart it.

The alleyways!

It was surely too big to easily move through the corners of Roan’s back alleys. And so he traded the glistening moonlit street for the shadow-shrouded passages.

His lungs still burning from his earlier run, it was all that he could do to keep himself moving as his hooves tried to slip out from under him in the dank, dark alleys. His large golden eyes looked about wildly as the shortcuts and side-lanes he had become so familiar with during the daytime over the past few weeks, attempting to avoid the Critique’s eye as he moved between the fountains and his workshop, took on an alien appearance and tone in the dim lunar light. Panting as he kept his legs pumping, his chest burned painfully as Leonard now greatly regretted not taking the time to maintain his frame, rarely moving faster than a brisk trot most days.

His moment of valor had passed in a moment of realistic realization that, in a straight confrontation, there was nothing he was going to be able to do against this creature.

Astrolia help him, he had to get away.

A cloud passed over the Moon just then, casting a deeper shadow over the city as fear and panic drove him all the harder. Still, there was a chance, however slim, as the pony took a hard left down an adjacent street and hopefully out into the open marketplace of the Lower District where help might be found.

The market was perhaps the most highly patrolled area of the city at night, so many stalls and vendor shacks were merely covered up by the traveling merchants that were the life’s blood of Roan’s trade system. If there was anywhere outside the Royal District where there might be a watchpony moving about, it was there in the marketplace.

While he certainly had no love for the Guard, at this point, it was his best hope.

What he had not expected as he rounded a corner was to slam headlong into a scaffolding that had been set up along the side of this particular plaza, sending him crashing and tumbling down the alley.

He wanted to cry out for help -- to call for aid -- but he couldn’t. There wasn’t time and he couldn’t find the breath to do anything except scramble up to his hooves and start again, dashing away as quickly as they would take him. He dared not look back as he came to another turn in the streets.

Where was he now? He couldn’t tell. He was going too fast. Was this Pomegranate Way? Or Marble Calf Street? Forced to make a choice, he turned right.

And only a few strides down the way, found a dead end.

“No…” was all he could utter between pained breaths, his knees trembling as his four legs threatened to give away underneath him.

Still unable to cry out, Leonard had no choice but to turn, his backside pressed against the wall as his eyes scanned the darkness. The red beret on his head was off-center and leaned against one ear as his horn glowed slightly, lowered in an awkward defensive posture as he gasped for breath. His yellow mane and fur was matted with sweat, and he tried to steel himself against whatever might come around the turn after him.

Unbidden, he found himself wondering…

If this was the end…

...would anypony remember him?

Seconds ticked by, the silence only punctuated by his panting, ragged breath as he faced the alley from where he had come. It was still dark, this was true, but there was no sound or sign of movement in the alley that was now laid out before the artist.

Had he lost it in the enclosed passages? Was it waiting? Sitting around the corner just out of sight for his curiosity to get the better of him?

His eyes turned upward, scanning the edges of the rooftops overhead. It had somehow gotten up onto his own roof before its initial attack. Perhaps it was perched above, waiting for him to relax his guard.

His legs beginning to quake and threatening to collapse under him, his hooves shook with each step as Leonard tried to take a steadying breath and pull himself forward. With the cloud masking the Moon refusing to move out of its place, Leonard managed to focus his own magic as his horn illuminated in a soft yellow glow. Now given a pale light to observe his surroundings, his eyes darted about, trying to find any sign of what was out there.

He took a step forward… Then another…

His heart pounding, Leonard dared to hope that perhaps he had managed to escape.


That meager hope was dashed while his heart simultaneously turned to ice and jumped into his throat, as the light from his horn was extinguished by the shock.

The sound had come from directly behind him.

Spinning around, Leonard’s eyes snapped up as the creature seemed to have appeared out of thin air between him and the solid stone wall that he had been pressed up against moments before. Somehow, it had gotten there between his few steps and silently coiled itself up so that only the front of its body just barely rose to over a story tall. Even obscured in the shadows, Leonard could make out the outline of a large flaring hood opening up around its head as the creature loomed over him.

Out of breath, out of energy, and out of luck, the unicorn stallion braced himself for the worst as the creature reared back.


A clap of thunder exploded suddenly along with a flash of lightning, illuminating the alleyway briefly as the creature let out a rasping, bestial cry and thrashed in pain. Leonard jumped back and winced in shock for but a moment as the creature fell hard against the side of a stone building.


A second flash of lightning accompanied another loud, pained hiss as Leonard looked up, a brief glimpse of his illuminated attacker burned into his mind as the creature flailed against the opposite wall.


Slate grey, irregular, rock-like scales ran up its body in a distinct vertical pattern, encasing a powerful, serpentine form. Easily the size of an oak tree trunk, it moved with an amazing, fluid articulation that the student of life science had never seen in any living creature before. Unfortunately, the monster had pulled itself back, and Leo was unable to get any view of its head or hood, as the creature had turned away from him.


Lightning flashed one final time, and the creature was gone, vanishing between the bursts of light from the heavens as if it had never been there at all.


The cry that came from high above snapped Leonard from his shock and caused him to look up as the cloud that had been blocking the moonlight broke apart, a winged pony shape diving down fast from the remains.


“Ow… ow… ow... That’s… ow… Rainbow… Dash...” The blue pegasus mare settled to the ground, wincing with every movement. Her light blue fur had been blackened with a sooty coating, the smell of ozone thick in the air while her rainbow-colored mane and tail were standing up on end.

Still shocked by the sudden rescue, Leonard’s ears flicked at the sound of multiple hooves rushing up the alleyway and turning the corner as Twilight rounded the edge, her horn lit brightly as the Doctor and Applejack followed a step behind her.

“Leo! You’re alright!” The purple unicorn rushed up to him, nearly bowling the still weak-kneed unicorn off of his hooves as she threw her forelegs over his shoulders, oblivious to his shock.

“Whoa! Rainbow? Y'all lose a fight with a manedryer?” Applejack moved to her friend, her expression concerned in spite of her joking tone.

“It was a wild cloud, AJ…” Rainbow winced noticeably as she fluffed and flicked her wings, trying to shake off the thin burned layer on her fur. “I kicked it… and it kicked back. Went against every safety regulation I learned in Cloud Handling 101… but still, it worked. Good call, Doc.”

“Are you alright?” the Doctor asked, relieved at his correct assessment of pegasus ponies’ ability to manipulate clouds and weather; something he had read up on, but had not yet observed.

Rainbow nodded. “Yeah, I’m fine. No problem. It’s not the first time I’ve been zapped.”

“Well, good on-ya, Flygirl!” Applejack clapped a hoof on the pegasus’ back appreciatively.

The gesture was apparently a bit too violent, as the cyan mare suddenly went rigid. She jumped straight into the air as her skin became transparent, her skeleton showing in an x-ray fashion for a brief flash before she set back down on the ground on wobbling hooves.

The Doctor’s eyes were wide at the sight as Rainbow Dash slumped to the ground, Applejack rushing to help her up as the pegasus coughed up a small puff of black smoke. “Curiouser and curiouser…” he mumbled.

“Leonard…” Twilight had held the unicorn artist’s attention for a few moments before stepping back, blushing profoundly. “I'm so glad that we found you in time. Did you see it? What did it look like?”

Leonard stood there, watching Twilight for a few seconds as his fur-clad unicorn rescuer looked to him expectantly.

Then his eyes rolled up slightly, and he emitted a small, whimpering sound before collapsing like a sack of hay as exhaustion and shock finally won out over adrenaline.

“Hey, Twi…” Applejack smirked, holding up strong as the Doctor finished hefting the still-sparking Rainbow Dash over her back. “Ah think ya broke ‘im.”

Mare's Rest Inn, Craftspony District
The Pony City-state of Roan
26th of Summer, 1491 A.R., 9:42 a.m.

The first thing that came to Leonard’s awareness as he began to emerge from the sweet embrace of sleep was a defined pounding soreness that ran up along his flank and over his legs.

His vision blurry and his mane falling over his face as he started to stir, Leonard’s mind dragged itself away from the stiff straw pillow under his head and he rolled towards the open window. The sun was out and shining, and, straining his ears, Leonard could hear the clopping of hooves against the street outside.

What a dream!

Sighing heavily as he started to lift his head, pushing himself off the cot, the artist thought for a moment about what today might hold for for him. He had at least three pieces due soon, and he had to try and figure out where the Guard’s patrol routes would be so that he could get the posters into place and hopefully avoid whatever thrashing he was in for that day.

As Leonard’s hooves hit the ground, the artist winced slightly as the soreness on his flank throbbed dully under the tight bandages. That must have been some beating he took yester--

Wait… Bandages?

Leo’s eyes opened as he looked down at himself. The yellow coat of his front and forelegs was fully exposed, and Leonard found himself wrapped around the back with long strips of cloth bandages that ran from his midsection down around his flank, covering it completely and holding him quite tightly.

The heat of the blush that rushed to his face was almost more painful than the still-throbbing bruise along his side. That was from when the Doctor had tackled him out of the way of…

Wait… That wasn’t a dream?

Looking around wildly, the artist pony located his clothes, freshly cleaned, folded, and set on a small desk off to the side with his beret placed on top of them. Rushing to them, Leonard quickly pulled himself together and started to throw the outfit on, cursing his limited mobility in the bandages as he tried to put the complicated outfit into place.


“Well, if’n ya didn’t make such a big deal of it and jus’ came out an’ asked, he wouldn't a' teased y'all like he did, Twi,” Applejack said, smirking slightly as she pulled a large slab of wood from the pile. The farm pony was using a makeshift harness to clear away some of the debris in the workshop while Twilight tried to gather together anything that had survived the night before with a glowing show of magic.

Twilight shook her head. “We are not still talking about this.”

“A'course, it didn’t help how ya asked, neither. ‘Oh, Doctor, how was his flank?’” The earth pony grinned as she teased the unicorn with a bad impersonation of her friend.

“It was purely a historical inquiry!” Twilight said for perhaps the third or fourth time, her blush feeling as if it had now burned into her cheeks. “Any picture of him ever drawn or painted had him fully-clothed, and there are no records of what his cutie mark was. Everypony has always wondered what it looked like.”

“Not everypony, Twi…” Applejack smirked, setting the wooden slab of roofing outside the broken door of the workshop. “...jus’ you.”

Leonard slowly moved into the the doorway leading from the Mare’s Rest kitchen into what remained of his workshop, surprised just as much by the sound of conversation from the two mares as he was by the extent of the damage and the repairs already underway. Much of the debris had been cleared out; the hole in the roof and back wall allowing the sunlight to shine in and illuminate the normally dim workshop. The largest pieces of wood and shingle had been pulled out and set outside while various papers and equipment had been moved off along the wall, set in perfectly organized and aligned piles on a makeshift bench that had been put together from the broken pieces of his shelves.

Stepping into his workshop, Leonard was met by the sight of Lady Applejack and Twilight working hard on the already shrinking pile of debris, the purple unicorn again clad in her elegant toga while the orange earth pony was clothed in a simple set of trousers and a plain shirt that was of a similar color to her unique hat, which remained in place on her blonde mane.

“Don’t tell me that you’re not a little curious to see what ‘genius’ looks like,” Twilight replied coyly, pulling free a large swath of Leonard’s wall canvas with a magical aura. “Oh, ponyfeathers! Looks like we lost the dragon sketch on this piece.”

Applejack snickered as she unlashed the piece of wood she had pulled off and turned back into the workshop. She stopped when she saw Leonard, who was standing in the doorway, watching Twilight as she turned the canvas over to look at the other sketches that had survived under the torn and crinkled dragon’s head.

“Uh… Twi?”

“Applejack, do you recognize this one? I think this is from the Third Roan Journal.”

“Twilight…” Applejack’s tone took on a bit more urgency.

“Or maybe the R.A.S.P.A.’s Greatest Works collection…”

Mornin', Leo! Y'all feelin’ alright!?” Applejack said loudly with a large grin, any attempt of subtlety abandoned in a blatant attempt to silence her friend, who promptly seized up and folded the canvas in a quick and masterful twist of magical manipulation.

Leonard was unsure what to say as the two lovely mares turned to him, their simple presence proving that his memories from the night before were neither a delusion nor a dream. “Some… Somepony bandaged me up…” Leo found himself saying, trying to keep an edge of embarrassment out of his voice.

“Yeah… The Doctor was worried you might have broken something when he knocked you over last night, so he got you off to the side and treated you.” Twilight nodded, unsure how much of the conversation the artist had overheard.

“The Doctor…” Leonard nodded in turn. “So, he’s an actual ‘doctor’ doctor, then?”

Applejack bit her lipt, remembering asking the same question the night before when they had pulled Rainbow and Leonard back to the inn, the Time Pony saying he was reasonably sure that the workshop would be safe until morning, given the creature’s hasty retreat.

"One thousand plus years, AJ," he had said. "I’ve picked up a few things."

“Yeah, Ah… Ah guess so,” Applejack answered as honestly as she could.

“I see... So, where is he?” Leonard looked around the shop, still trying to get some bearing on the situation that had flown so far out of his control since the night before.

“Oh, Doc an’ Rainbow went out this mornin’ ta pick out somethin’ fer Rainbow ta wear before they started ta ‘in-vest-ee-gate.’ Not really sure what that means, but the Doc thought it’d be a good idea that we stick around an’ make sure y'all were okay.”

“So we thought, since you were still resting, that we would try and get things cleared up,” Twilight interjected, nodding vigorously. “What do you think?”

Leonard looked around somewhat awkwardly as he moved into the shop itself, looking to the table where Twilight had reorganized the pages and surviving models. More than aware of the purple unicorn watching him intently with a large grin, Leonard inspected the parchments for a moment before coming to a startling realization.

“You… you put them in order?” The artist’s voice was disbelieving as he lifted one stack with his horn’s magic and flipped through the pages, recognizing his work and seeing that the papers that had been scattered in every direction during the attack had not only been placed back into like piles, but had been shuffled together in proper sequence.

“Yep. I’m really good at keeping things organized,” Twilight stated, smiling widely at Leonard’s realization with no small sense of pride. “Figured I would save you some time.”

Though Twilight seemed oblivious to the artist’s amazed expression, Applejack, on the other hoof, found herself suddenly feeling very awkward and out of place as she recalled what the Doctor had said this morning before he left.

She understood that they had to be careful with what they told Leonard, and could appreciate the Doctor’s warning that giving him too much information about the future or his life could be a bad thing. Simply the anticipation of him asking any of the dozens of questions that she could imagine were stewing in his head made her realize that she probably would have been better off going with Dash and the Doctor.

Applejack could already feel the pins and needles in her hooves and the cold sweat beginning to form on her brow that usually accompanied any of her feeble attempts to come up with a fib; something she didn’t even remotely want to try with somepony just as smart as (if not smarter than) Twilight.

“Uh... Twilight?” Applejack started hesitantly as Leonard looked up from the papers. “Ah think Ah’m gonna take a walk.”

“Huh? AJ, the Doctor said not to wander off,” the unicorn reminded her casually.

“Ah’m not gonna wander off. Ah’m jus’ gonna walk down the street,” Applejack said, nodding slightly before she went out the open doorway.

Twilight raised a brow, unsure as to why her friend suddenly seemed so uncomfortable that she felt the need to retreat from the situation. “I wonder what got under her hat...” The purple unicorn shrugged her shoulders, turning back to suddenly find herself almost nose to nose with an intently curious-looking stallion.

In that moment, looking into his golden eyes, Twilight recognized something familiar that she couldn’t quite place her hoof on.

“H… How did you do this?” Leonard asked softly, his eyes locked with hers as his tone betrayed no small amount of wonder. “The pages weren’t even numbered… I… I’ve never let anypony else see these.”

“You should…” Twilight replied honestly, unsure what made her say it as she held his gaze calmly. “Your work is absolutely brilliant.”

Leonard deflated a bit at the praise and looked away. “I… really wish you would stop saying that, signorina…” the blonde unicorn said bashfully, shaking his head with a blush. “Really, I’m nothing special, and I don’t know where you got that idea to begin with… My career has been a complete waste. Nothing I’ve come up with works, almost nopony cares to even look over my originals, and now…”

Leonard looked around to the devastated shop, his shoulders slumping as he took in the magnitude of the destruction, the larger models and prototypes laying in splinters along the backside of the wall.

“I was barely scraping by as it was, but this…” A depressed tone seeped into the artist’s voice, his eyes and posture following suite as the gravity of the situation seemed to hit home for him. “What am I supposed to do now?”

The defeat in his voice was almost heartbreaking, pulling at something buried deep in Twilight’s soul as she moved around to stand flank to flank with the stallion, leaning slightly into him.

“You’re wrong, Leo,” she said quietly with a tone that she could hardly believe was her own, words flowing without thinking about it. Leonard turned to look at her again, surprise replacing sadness. “You may not see it yet… but I certainly do. You’re smarter, stronger, and braver than you realize,” she assured him, nodding confidently. “And one day, standing on your own four hooves, you are going to change the world… for the better.”

Leonard stood in rapt silence as he regarded the purple mare.

“But first, you need get past this little setback and push on. And I would be more than happy to help, if you’ll allow it.”

There was a moment of silence, stallion looking to mare in a curious, stunned wonder. “Who are you, Twilight Sparkle?”

“I’m just a simple traveler.” The mare smiled, still amazed at how eloquently she had engaged this situation, and wondering if it was the Doctor rubbing off on her, or if it was her own past experiences all seeming to come together in one fluid motion of confidence before she added casually, “And if it's okay with you, Leo… a friend.”

Leonard suppressed a slight laugh as he nodded his head. “I… think I would like that, Twilight.”

“Then come on,” Twilight grinned, nudging the artist playfully. “This is your work that’s laying around, after all. Let’s see what we can save.” She went, her horn aglow as she lifted a piece of debris from the floor and started scouring the wreckage for more surviving pieces.

Leonard watched this formidable, intelligent mare move forward with a renewed purpose and unwavering confidence that all would be well, and the stallion felt himself swallow reflexively.

“I think I would like that,” he said again under his breath before he too got to work.

Studio de Eterna Magnificenza, Royal District
The Pony City-state of Roan
11:36 a.m.

The extravagantly decorated office of the Maestro of the Studio de Eterna Magnificenza was always quite intimidating to the various young apprentices that tended to the minor operations of the ever-growing studio. No expense had been spared, as the staples of Roanan luxury were incorporated into the office’s design to provide a relaxing respite for the stallion who minded the operations of the single most successful business endeavor in the history of Roan. From the self-maintained brook and waterfall providing a soothing ambiance, to the lovely stained glass windows that dimmed the violently bright sunlight into a shimmering rainbow of pleasant colors. Baskets of lovely and expensive flower petals also lay about both for their fragrance and the occasional snack.

All of the walls were of finely polished white stone set at perfect angles that gave the impression of directing attention to the large desk at the center of the room that was carved from a single piece of expertly crafted oak, behind which often lay the stallion himself, his posture tall as he rested on the large down-filled pillows. The many scrolls containing countless commissions, gratitudes, and invitations of various sorts addressed to him lay about for his perusal.

For the particular apprentice that now stood before that desk, a small, light-red unicorn whose name was less than important to the Maestro, there was a simultaneous feeling of status simply being in the office with the Maestro himself, as well as a pounding fear of doing something wrong, be it breathing too heavily or scuffing the polished stone floor while the Maestro thought over what had just been brought to his attention.

“You are certain?” Graphis Denarius, Maestro Sculptor of Roan, glared at the apprentice, who couldn’t help but squirm slightly on the spot.

“Sí, Maestro.” The apprentice nodded. “An emissary directly from the Earth Court of Ver-Sai. He requests an immediate audience on behalf of the Duke, himself.”

“Did he say for what purpose?” the Maestro inquired, his curiosity piqued. A direct correspondence from Duke Constant Prance, the wealthiest and most powerful earth pony in all of the Twelve Cities of Astrolia, was nothing to sneer at, even for a member of the Denarius family.

“Only that he wished to discuss the specifics with you and you alone, Maestro,” the apprentice told him, adding, “Although, he is not alone. The stallion is flanked by a Phrench Guard Captain.”

That bit of news seemed to get Graphis’ attention. “A Rainbow Sentry!? Here!?”

The apprentice winced at the sudden tone the sculptor had taken, one tinged with the anger that many of the craftsponies that worked for the Maestro spoke quite often of. “...Sí, Maestro.”

Graphis tapped his hoof to his lips for a moment, as he carefully considered his options.


“Ugh... Forget fighting. How did pegasi even move in these things?” Rainbow Dash asked softly, not wanting to be overheard as she shifted her shoulders, feeling more than slightly confined in the encompassing, polished bronze shell that covered her from front to flank, exposing only her legs, wings, and tail. While she had to admit she looked pretty good, the emblem of Prance’s Noble House of Earth stamped into the front of the armor giving her an authentic look, this was not something she wanted to get used to.

One thing was for certain: She had a whole new respect for Celestia’s Pegasus Guards, who wore armor of gold and steel which she bet was even heavier than bronze. While she might still be able to get airborne, her lean, speedy frame simply wasn’t made for armor like this.

At least she didn’t have to wear the helmet that completed the ensemble, the Doctor pointing out that sight of her colored mane seemed to be far more noteworthy to the Roan Guard, who had allowed them passage into the Royal District without question when they saw the combination of colors and cold metal.

This morning she had never even considered how well the local mindset could be of use to them, having expected the Doctor to dress her up all girly like Twilight had done, or plain like Applejack had chosen. But instead, the Doctor had jumped into the TARDIS that morning after they left Leonard’s studio, vanishing for a few moments from her point of view, only to return to that alleyway with a full suit of period-accurate Elite Prance Armor and a set of golden laurels for her mane that Rainbow recognized as part of her Gala dress. She assumed he must have gotten those from Rarity herself.

“If you were gonna steal a set of armor, couldn't you have at least picked a lighter model?” Dash smirked a bit, keeping her voice to a whisper as she remained in place next to the Doctor, and doing her best to imitate the sort of rigid motions she knew from watching Pegasus Guards from her own time.

“Not steal, borrow. I left a note. And, well, I was going for accuracy and had to guess at your size when I picked it up,” the Doctor responded quietly, his eyes darting about the lavish waiting room as he got a feel for the situation.

Finding the studio of the pony that Leonard had painted such a flattering mental image of the night before had been simple, as it was easily the gaudiest-looking building in a district full of pretentious buildings. Three stories tall, the carved marble façade of the "Studio of Eternal Magnificence" may have originally been more conservative, but had recently been edged in golden trim and a wealth of gemstones that rather took away from the subtle artistic quality of the detailed reliefs in favor of showing off just how much money could be wasted on ornamentation. While it was also obvious that the shop made itself a target by flaunting its wealth in such a manner, the number of armored pegasus and unicorn guards that moved around the workshop and the district in general was far greater than the Doctor had ever seen in the other districts of the city.

“You think they bought it, Doc?” Rainbow whispered lightly as she looked about, growing nervous as they waited.

“Well, we haven’t been arrested or thrown out yet, so I would say... so far so good.” The brown stallion nodded, still looking quite at ease. “Are you sure you’re up for this, Rainbow?”

Before the blue mare could answer, the door leading from the foyer to the workshop proper opened in a sudden and dramatic manner, drawing their attention as a new stallion strode in to greet them.

“Ah, signore!” The unicorn grinned broadly, his expression giving the immediate impression of being plastered into place. “My apologies for the delay. The apprentice sent to fetch me did not seem quite capable of comprehending the importance of your arrival.”

Rainbow couldn’t help but raise an eyebrow as she looked over their apparent host. The unicorn before them had a rather plain slate-grey coat with a darker black mane that was pressed straight into a perfectly groomed flair along his jawline. His eyes, a dull bronze that did little to help the drab-looking pony stand out, were locked in an almost practiced position of interest that Rainbow had seen on many nobleponies the night of the Grand Galloping Gala.

But while his natural attributes were dull and monotone, the noblepony seemed to have gone out of his way to make up for this with his flamboyant outfit. A suit of royal purples, bold crimsons, and sparkling whites that shimmered like crushed gemstones hugged his body to show off his equine curves in an obviously flaunting fashion. Emblazoned boldly on his chest was a regal-looking seal of nobility that seemed to be a variation of the crest that Rainbow herself wore on her "borrowed" armor, placed in such a fashion to immediately draw attention and remind any lesser pony that they were in the presence of nobility.

While any one of these gaudy features would have normally been a put-off to Rainbow Dash, it was the stunning realization of her familiarity with his accessories that made her balk. Along his back, a purple cape ran from his neckline to his haunches while a jewel-studded purple beret sat absolutely straight on his head, with a sharp feather set in the rim at a coy angle. A thin growth of dark hair grew and was fashioned into a pointed mustache and beard around his chin, while a set of suede boots with various golden and silver straps wrapped around his back hooves.

Dash wasn’t a fraction of the fashonista showpony that her friend Rarity was, and under any normal circumstances couldn’t tell a bobby pin from a fountain ink-quill. But even she could tell instantly that this pony had blatantly stolen Leonard’s look, and had done his best to dress it up as a noble fashion.

And yet, try as he might, the stuffy stallion couldn’t pull it off half as well as the yellow-maned artist.

“Lord Graphis Denarius,” the unicorn introduced himself with a flourishing bow, directing his attention towards the Doctor while keeping the same expression locked in place. “Maestro Sculptor, Artisan, and Genius of Roan. You are quite charmed, I am sure.”

The Doctor nodded in a slight, respectful way while the arrogance in Denarius’ tone with just those few words made Rainbow want to gag. The last time she had heard such shameless self-promoting was the day that the "Great and Powerful Trixie" had come to Ponyville, and she remembered how well that fiasco ended.

But while Rainbow came to terms with her various levels of disgust, the Doctor took center stage with such ease that she almost believed him herself.

“Bonjour, Maestro Denarius,” the Doctor answered with a bow of his head, a heavy, fancy-sounding Phrench accent on his words, adding to the illusion. “We 'ave been so looking forward to meeting you, 'ave we not, Mon Capitaine?”

Rainbow didn’t dignify the question with a response, huffing loudly as she fought to keep her expression blank like Celestia’s guards.

“Of course we 'ave. Now, while eet ees indeed a pleasure, we are 'ere on official duties, as you can see by zis…” The Doctor pulled forward his black case, flipping it open to show his documentation.

“…Auzenticated Seal of Duke Prance…”

Before Graphis could look too long at the document, the brown pony pulled his hoof back towards a side satchel and came back… with the same black case, opening it again.

“…Patience of Nobility…”

The Doctor moved again while the "genius" was bewildered, unable to get a full read of the document placed before him before the earth pony brought his hoof back again and then returned it with the exact same case.

“…Letter of Diplomatic Purpose, signed, notarized, and sealed…”

Rainbow smiled at the grey unicorn’s puzzled expression as the Doctor continued to perform his slight of hoof.

“...and zee Personal Identification Scroll for myself and my lovely winged escort.”

This time, the Doctor left the paper up to give Graphis a good look, watching his large eyes as he read over the "official" document. “Doctor… Right?”


“Doctor Usually?” Graphis looked up in confusion, having lost his regal bearing in the battering of documents and the Doctor’s whiplash manner of speech.

“No, no. My given name ees Usually. Doctor Usually Right… Eet used to be Doctor Always Right, but zen somezing terrible 'appened.”

“What happened?”

“I was wrong.” The Doctor’s tone fell for just a moment with the words, as if he was describing some devastating tragedy. Rainbow had to fight not to laugh at his transparent attempt at a joke, as well as his continuing over-the-top, cheesy accent. “I don’t like to talk about eet.”

The Doctor wasn’t just going through the motions now, Rainbow realized. He was having fun with it.

“A doctor of medicine? Science?”

“Oooohh, eet’s just an 'onorary. You know 'ow eet ees. Zee Prance Academia: Zrow enough gold at zem and zey’ll give you any title you like. Nozing like 'ere in Roan, eesn’t zat right, Maestro?”

For just a fraction of a second, the mask of subtlety that Graphis wore cracked, and a slight, menacing glare shone through. If looks could kill, Rainbow reckoned, the Doctor would have turned to ash right then.

“And zis ees Capitaine Rainbow Dash, First Class Prance Elite, Veteran of zee Norzern Front. 'Onorable, 'eroic, dependable, loyal, brave, and true.”

Rainbow blushed lightly at the praise. “Oh, go on…” She waved the Doctor away with a hoof, unable to hide a grin. “No, really, go on.”

“My… apologies, Captain Dash, but you seem awfully young for your post.” Graphis narrowed his eyes with a subtle suspicion.

Rainbow had to fight to keep her cool and not balk at being called out, but thanks to the Doctor’s rolling monologue, she was able to keep her hoofing. “Yeah, that’s what they all said.”

And now she was so glad that Applejack hadn’t come with them. As much as she loved her friend, Rainbow knew that under any sort of pressure, the honest farm pony would have cracked like an egg.

“Yes... Now zat zat’s all out of zee way, we can get down to business.” The Doctor clopped two hooves together to pull Graphis’ attention away from scrutinizing Rainbow. “Now, like any good diplomat, I 'ad a scroll detailing our mission in zee words of zee good Duke, but I am afraid zat circumstances required Rainbow to eat eet.”

Graphis looked to Rainbow, who shrugged as well as she could in the constricting armor.

“It was a long journey,” she lied sheepishly, although she was starting to hope the Doctor didn’t keep putting her on the spot like that.

“But, 'ave no fear, as eet turns out zat I am a very good diplomat, and managed to memorize zee scroll beforehoof. We can begin right away.”

“Begin…?” Graphis didn’t like this at all. For years, he had been the one holding the cards in every situation that he had been in. He was Graphis Denarius. He was the final word in Roan’s massive artistic subculture. And yet, in this meeting, he found himself grasping at straws and unable to get a word in edgewise as this Doctor dominated the conversation with a fluid ease that was beginning to make him feel like a foal.

“You may not know eet, but zee Duke 'as long been watching your work, and 'as come up wiz a proposal zat will continue zee growth of zee Studio Magnificenza, allowing zee Greater Region of Prance to share in zee glory Roan 'as achieved under your vision, Maestro.”

This caught the unicorn’s full attention, and his ears pitched forwards in anticipation.

“Eet all boils down to one word, Maestro Denarius… Phranchise.” The Doctor grinned as he guided Graphis towards the door of the studio, with Rainbow following in their hoofsteps as the Time Pony fast-talked their way into Roan’s premiere workshop.

Lower District
The Pony City-state of Roan
11:55 a.m.

Applejack still felt restless as she trotted at a firm and constant pace down a street in Roan’s Lower District, taking in the sights as she tried not to think about the fact that she was doing so in a time thousands of years before she had even been born. While she had managed to do some real work pulling the wood and debris out of Leonard’s workshop, she was really used to a much more vigorous workout before breakfast. And after having left the studio to let Twilight tell Leonard what she would, she found herself wandering the streets of the Lower District, going over all that had happened in the last day.

The sturdy fabric of her newly acquired clothes itched against the orange mare’s coat, and her belly and legs ached from the bruises she had acquired the night before. But all of this was ignored as she rolled over the events in her mind again, having a moment to herself as she considered where she was and what she was doing.

This was crazy! And not just regular crazy, but absolutely Pinkie Pie levels of insane.

She, Rainbow, and Twilight were three thousand years in the past, trying to unravel a mystery that involved missing ponies, genius artists, and giant, snake-like monsters. Sure, they had their share of adventures back in Ponyville -- Nightmare Moon, the Parasprite Infestation, the Napping Dragon, the Great Appleloosa/Buffalo War, to name a few -- but this felt different.

And then she realized... she was the very reason they were here. What if something happened to Rainbow and the Doctor while they were out "investigating"? It would be all her fault. Why had she gone running to the Time Stallion when she had that dream? Why had she followed him into the blue box? She barely knew him, and yet she hadn’t even stopped to think before she was whisked away on this adventure.

And what bothered her most, as she looked around at the clothed ponies that now paid her no attention, going about their lives and not realizing that they were part of history, was the fact that in spite of the danger, in spite of the stakes, in spite of the dangerous monsters and the missing ponies… as much as she tried…

...she couldn’t deny that she was enjoying herself.

It had been some time, she realized, since she had set off on her walk, the sun rising steadily towards the center of the sky at this point. She figured she should be getting back to the studio. Surely things had settled down by now.

Applejack turned, ready to start moving back the way she came towards the Craftspony District. Just then, a pair of voices caught her attention.

“You… want… work…? You… get… bits…” A larger, somewhat boorish-looking brown draftspony dressed in a dusty vest and trousers stood across from another, smaller earth pony who had an annoyed expression on his face.

“Oh, right. Speak slower. That will help.” The other pony, a Phrench accent coloring his voice, had a dappled black and white coat that stood out from the more solidly colored Roanan ponies, while a simple set of black trousers was wrapped around his flank and back legs. “Right up there with shouting. Yes, shouting is a sure way to get somepony to understand you.”

“Quarry… need… pony… Easy… bits.”

“Yes, quarry. I got that. Quarry what? I was out there yesterday. All day. It is called a ‘day off.’”

The larger pony seemed to be losing patience, huffing angrily as he turned away from the Prench pony. “Blasted foreigners. If you’re going to come to our city expecting work, learn the blasted language.”

Her curiosity piqued and wondering what the problem was when both of the ponies were clearly understandable, Applejack couldn’t help but move towards them. “Uh... 'Scuse me, is there a problem here?” the farm pony asked, waving a hoof to get their attention.

“Nothing out of the ordinary, signorina.” The draftspony shook his head, keeping his tone polite at least as he looked back to the black and white Phrench pony. “Just another blasted Phrenchie who thinks he can move into our city and laze about without doing any proper work.”

“And blah-blah-blah to the pretty filly.” The Phrench pony rolled his eyes. “Can you not see she’s too good for you? Dolt. Lovely mare like her does not belong in the Lower District, and she certainly does not belong at your side.”

Applejack’s attention turned to the black and white pony before she could stop herself. “Excusez-moi?” the Roanan pony heard, his eyes going wide as the orange filly pointed at the object of his frustration. “J'essaie d'aider ici. Ne pas obtenir tous les arrogants, Monsieur Fancy-Pants!

Applejack’s hoof went to her mouth in shock. She had intended to say, "I'm trying to help here. Don't get all uppity, Mr. Fancy-Pants," but it had all come out in Phrench. Even though she could understand it, it was a sudden realization as a memory from the day before stirred, of when the Doctor answered her question before they landed in Roan.

The TARDIS; it was translating two different languages for her simultaneously, for two ponies that didn’t understand each other, and was letting her direct her responses to one or the other.

“You… You speak my language!?” The black and white pony took a step back, stuttering as he realized that this "pretty filly" had understood every word he had said.

Applejack tried to calm herself down while the draftspony broke into a loud guffaw. “A linguist! Oh, thank Astrolia!” The draftspony nodded appreciatively. “Signorina, if you would be so kind, I’ll gladly pay you five ponarri bits if you would relay to my little friend here that we need help in the quarry. The Foreponies are paying extra.”

“Uh… Well, okay,” Applejack agreed, realizing that she probably seemed shocked at her own abilities, which must have been a very silly thing to see. Gathering herself quickly, she turned to the Phrench pony again. “He says… they need help at the quarry, monsieur,” she told him, now understanding herself better, but still feeling an alien accent escape her lips in spite of herself, as if meant to tell her she was indeed speaking in the right language. “They're payin' extra.”

“Extra?” The Phrench pony looked up with a new interest. “How much?”

“He wants ta know how much, signore.” Applejack could barely believe she was doing this. Her natural twang was still there, but she was now using terms that she had heard Leonard use without even thinking about it.

“Twenty-five bits for the day. We have a huge order of marble to fill from House Denarius and they want it by tomorrow,” the draftspony instructed, which Applejack relayed.

“Twenty-five to work a haunted quarry?” The Phrench pony shook his head. “They had six ponies disappear down there this past week alone. Tell him I won’t do it for less than fifty.”

Applejack was about to relay this when a thought struck her. “Wait, six ponies missin’? Y'all mean the Lost?”

“What? Well, I suppose. Ponies go missing in the quarry all the time, mademoiselle. These parfait imbécile don’t like ponies talking about it, but that is why it’s the best-paying job for day labor in the Twelve Cities. It’s safer to walk the streets at night than it is to work the quarry.” The Phrench pony shrugged. “I’ve been down there off and on for three months and haven’t had any bother yet. I suppose that makes the Foreponies think I’m lucky, or something.”

Applejack thought for a moment. Leonard had never mentioned a quarry… nor that there were more disappearances there than elsewhere in the city. This was something the Doctor must have been unaware of when he went out this morning to "investigate" with Rainbow.

There was a chance, just a chance, that the answers to their questions might be found there.

"Things always happen fer a reason." That was what Granny Smith had always said.

If that was so, then perhaps she was meant to stumble in on this conversation. That meant she had to do something about it. She had to ask herself, what would the Doctor do?

“He says he’ll do it fer fifty.” Applejack turned back to the draftspony, who balked for a moment before she added, “And if’n y'all need another strong back, Ah’ll go along with ‘im for free.”

The stallion looked at her awkwardly, as if he was trying to determine if she was attempting to trick him.

“Be the same as payin’ fer two ponies anyhow.” Applejack winked, the salespony in her showing through as she smiled. “Jus’ good business, right there.”

Looking back and forth between the Phrench pony and the blonde-maned beauty, the draftspony shrugged, obviously in neither the mood nor the position to argue. “Alright. Just as well that somepony that can translate stay with him. It’s a pain trying to give instructions when the blasted foal doesn’t get it. I'll give you your additional five bits when he collects his day's wage. Deal?”

"Deal." Applejack nodded, not really caring for coins that wouldn't do anything for her in the future, anyway.

The Phrench pony offered a hoof, which the draftspony shook grudgingly before starting off, apparently heading off to find the next laborer that could be convinced to come to work.

“I certainly do not mind the company, mademoiselle. Although, why would you wish to put yourself into such work for nothing?” the black and white pony asked curiously.

“Well, there 're some things Ah wanna…” Applejack paused as she realized she hadn’t directed or translated any of what she told the draftspony towards the Phrench pony yet. “Hey, wait a minute! Y'all speak Roanan jus’ fine!”

“Of course I do. What sort of pony moves to a new city without learning to speak the language? But I will admit, it is always fun to watch the locals get flustered. Besides, you’d be amazed what the boss ponies will let slip when they think you can’t understand them.”

“Eh-heh…” Applejack couldn’t argue with the pony’s wit, thinking perhaps that she had found somepony else that had a problem with authority that might be able to fill her in on the circumstances surrounding Roan’s mystery. Realizing she hadn’t properly introduced herself, she offered him a hoof. “Ah’m Applejack.”

“Pleasure to meet you. They call me Oreo.” The Phrench pony nodded, shaking her hoof with a slight smile before leaning over to kiss her fetlock lightly, thinking this had to be his lucky day. “Francio Oreo, at your service, mademoiselle.”

Studio de Eterna Magnificenza, Royal District
The Pony City-state of Roan
1:26 p.m.

“As you can see, Doctor Right…” Graphis Denarius waved to the floor of the studio below from a walkway that ran around the wall of the second floor of his workshop. Dozens of ponies milled about the room as the smell of paints, oil, and canvas filled the air, easily enough to make anypony dizzy. “…the Duke’s concept is quite feasible. I am only jealous that I had not considered the possibility before. To open a second Studio de Eterna Magnificenza in Ver-Sai in order to increase production would indeed be a grandiose plan.”

Although he was still less than happy to see the noble courier and the Rainbow Sentry turn up unannounced and unexpected on his doorstep, Graphis couldn’t help but grin at the turn of events. To think that the ground-pounder of a Duke had come up with the concept of expanding his glorious work beyond Roan, offering the Phrench equivalent of the Academia de Arte and the artistic resources -- both physical and labor -- of yet another city to continue to distribute the name of Denarius even faster and further across the Twelve Cities.

Of course, he would need to "commandeer" the idea before long. Surely, they could come to an agreement in that respect. After all, they did require his permission to use his notoriety and name to bring the wealth provided by his artistic genius into Prance as well as Roan.

“Oh, eet’s a proper assembly line, I see.” The Doctor forced a smile, watching the scene below. Rainbow watched as well, noting how the entire place was staffed exclusively by unicorns both young and old. Many of them wore cloth masks around their snouts, which she could appreciate, given the smell. Canvases were being passed along down tables, painted on by some, framed by others, while a few of the younger ponies seemed to wander about, passing out small containers of paints, solvents, and brushes. “Oooohh, zat’s clever. Oil-based mineral paints, I take eet? Zen you brush over zem wiz weak mineral spirits to give zem zat faded ‘worn’ look. Quick aging to new art.”

Graphis grinned. “Ah, so you are a student of the arts, yourself, are you, Doctor?”

“Well, I 'ad a few acquaintances zat were into eet. Like my old friend, Vincent. 'E was a bit of a nut, but 'e was very good.”

As the Doctor held Graphis’ attention, Rainbow couldn’t help but feel that, compared to Leonard’s workshop, this place was overcrowded and a little too organized, each pony seeming to have a particular part to play and repeating it over and over. It was a hardworking model of efficiency, as waste was tended to and every resource was measured out for each artist at work.

Rainbow felt that, in spite of the glamor and glitter on the outside, it all lacked even the smallest amount of the wonder she had felt when Leonard had lit those candles the night before, showing them his lonely, humble little shack of a workshop for the first time.

“They don’t seem very… happy,” she noted, looking over the proceedings.

“Happy? That’s hardly a prerequisite for art, my dear Captain Dash. They are working and they are paid well. They can be ‘happy’ when they are off for the day and able to properly pay their bills and expenses, feed their foals, and afford their luxuries. I must say, it is a far more advantageous method than the old way,” Graphis assured Rainbow, grinning as he overlooked the workshop. “Random commissions that took ages to complete as single artists and one or two apprentices labored for months on end, only to be turned down by their patrons once completed, barely making ends meet and more often than not going to sleep hungry. In this way, they not only earn a proper keep, but they turn a profit. Each one attributing to pieces that are on display and shown in every city under the Lady Lunar’s glorious gaze.”

“Under your name.” The rainbow-maned pegasus couldn’t keep the antagonism out of her voice. Every second she spent in the boastful pony’s company further reinforced the impression that Leonard had given them.

“Well, there must be some direction, of course. The nobleponies don’t want pieces from some nameless nopony. They’ve come to expect a certain level of quality in their art, and I, Maestro Sculptor Graphis Denarius, am both able and eager to supply them.”

“Oh, yes. Eet’s a lovely sweatshop zat you’ve got 'ere.” The Doctor nodded, his tone and smile conflicting one another in a fashion that made Graphis pause.

“I’m sorry… ‘Sweatshop’?” Graphis tilted his head to the side, his beret remaining in place so unnaturally that Rainbow couldn’t help but wonder if it was somehow pinned to his head.

“Quite warm in here. No ventilation... Eet must be quite difficult for zose ponies down zere.” The Doctor used a hoof to tug on his collar, his eyes darting towards the nearby steps that led up to a door on the studio’s third floor. “I feel sorry for anybo-- Oh, zat ees, anypony zat ees in zat room for any lengz of time.”

“That would be my office, and it is no bother, I assure you. I have several windows that I keep open to alleviate the heat. Every now and then we have some apprentice faint from the fumes, but they don’t often remain employed for long. Of course, I am quite immune to the scents of my craft, as any good artisan should be.”

Graphis puffed himself up importantly as he continued along the walkway past a wall on the ground floor that separated the working area from another open space, where multiple statues were being set up in a presentable fashion by large earth stallions, and several more elaborately dressed unicorns were levitating framed canvases into place along the walls.

“Oooohh, are you planning a party, Maestro?” the Doctor asked, noticing the luxurious rugs being pulled in and unrolled as Rainbow moved to his side. She whispered quietly in his ear as Graphis again moved forward in a dramatic fashion, far more interested in hearing himself speak than paying mind to a quiet exchange between the two touring guests.

“More of an exhibition. Tomorrow night, we’ll be celebrating the success of the studio as the premiere of Roanan high society for three years counting. Of course, everypony that is anypony will be here. I had thought perhaps to extend my invitation beyond Roan, but I did not wish to impose on the Duke to make such a trip.”

Graphis turned back to the oddly dressed Doctor Right in time to see him nod slightly to his bodyguard before turning back to the Maestro again, agitating the noblepony a bit, as he preferred to keep himself in the center of attention when he was "entertaining."

“So sorry, Maestro, but while zee good Captain 'ere ees quite used to battle and flight, zee fumes of your workshop are going a bit to 'er 'ead. Could we per'aps move down to zee ground level zere? I would also very much like to see zee Piéce de Resistánce of your already remarkable set of works.”

“I’m sorry, I am not familiar with that term…” Graphis looked confused for a moment, unsure of what the Doctor was referring to.

“Zee Genuine Article, my good pony. Zee Cream of zee Crop. Zee Best in Show. After all, one cannot recreate zee grandiose studio of Maestro Graphis Denarius wizout a closer look at 'is statues. To fully appreciate such magnificence zough… per'aps a bit less distraction would be in order? You see, I 'ave never 'ad zee opportunity to observe your work before... I am quite excited by zee prospect.”

For just a moment, the grey pony seemed uncertain, shuffling a bit on his back hooves before a large, painted grin formed on his face, and he regained his composure.

“Oh, of course. A private viewing is always prudent for such prospective clientele. I believe the good Duke has already acquired one or two of my pieces, but given the circumstances...” The pony clopped his hooves together, bringing the attention of the workponies and unicorns below up to the second floor catwalk. “A moment, my friends, if you would please. Take a break. We have customers of the highest quality.”

There was no question of the order as the workers set down the statuary they were working to arrange where they stood, and the unicorns turned to file out. As Graphis led the Doctor and Rainbow Dash towards the stairway down to the main floor, only one pony paused to look up at the "customers of the highest quality."

As the others filed past him, the white-robed beige unicorn’s eyes went wide for a moment before he lowered his head and tried to remain casual, strolling out of the exhibition hall before breaking into a trot to find the nearest apprentice.


“Oh, now zis ees zee real thing, ees eet not?” The Doctor moved around the statue with a grin, his tone one of giddy excitement. “Absolutely splendid! And so lifelike! Why, zis must 'ave taken you forever… No, forever and a day to properly craft. I wonder, do you apply zee same technique to your sculpture as you do to your canvas works?”

Graphis beamed, bathing in the praise while he looked over the piece: a mare carved from solid white marble, in a fanciful pose, seated on a bench with a lovely smile. An umbrella was clenched in her teeth and open as her hair, delicately and painstakingly carved from the stone, gave the distinct impression that each hair was a single stone strand. Completely undressed, the mare's cutie mark was a very lightly stamped relief of a sunflower that was perfectly positioned on her flank.

A few short steps away, Rainbow was looking up to a regal-looking sculpture of a pegasus soldier, his expression proud and stoic with one hoof up in a salute, and a spear-like lance mounted to his other shoulder. At the base, there was a full recreation of grasses and flowers, perfectly rendered in the grey stone.

“Oh, no. The statuary is my ‘specialty,’ and I alone work with it,” Graphis announced proudly. “Some years ago, I formulated an entirely original technique that allows for the most remarkable detail to be imparted into the stone by a fusion of magic and craftsponyship. These are a few of my latest works.”

“Impressive... So, would you per'aps be able to teach zis to ozer ponies? After all, if zee Phranchise ees to survive, zey would need to be able to reproduce zese most remarkable of works.”

“Nay…” The artisan’s tone took on a suddenly harsh prospect at the suggestion, his voice hitting a whinnying sound as if taking personal insult for a moment. “These works are mine and mine alone. Any unicorn can levitate a brush or stroke a pen, but only Graphis Denarius himself can create these works of utter magnificence.”

“I see…” The Doctor’s grin didn’t break in spite of the sudden severity of the artist’s tone, which had also gotten Rainbow’s attention. “So, I suppose zat asking you to show us your technique would be…”

“Absolutely out of the question, I'm afraid.” Graphis forced a smile. “I must keep up the ‘mystique’ of my craft, of course.”

“Of course.” The Doctor smiled back, the gears in his head churning away as a small unicorn suddenly came rushing into the exhibition hall.

“Maestro! Maestro!”

Any strained pleasantness in Graphis’ voice was gone in an instant as he turned, glaring spitefully at the interruption. “What could you possibly want, foal!? Can’t you see I'm in the middle of something important!?”

Rainbow was pained and angered as she watched the young apprentice, barely more than a colt, cringe and wince at the so-called "genius'" posturing and harsh tone. Looking to the Doctor, her expression asked simply if they were going to do something. Much to her disappointment, the Doctor kept his false smile in place and shook his head slightly.

“I-I’m sorry, Maestro. D-Duke Denarius is here,” the apprentice stammered. This admission seemed to rock Graphis back on his hooves, all else forgotten. “He wishes to see you immedia--”

The colt didn’t even have a chance to finish before he was all but bowled over by Graphis, who galloped away at top speed towards the exit.

“Maestro! Maestro, wait!” The young colt followed quickly in his hoofsteps out the door, leaving the entrance to the half-finished exhibition hall open barely a crack, with Rainbow and the Doctor alone inside.

“Well… that was convenient.” Rainbow smirked, although she kept her tone low. “About time he left. Seriously. I’ve never wanted to kick somepony in the head so bad in my entire life.”

Too convenient…” the Doctor remarked, his accent finally shifting back to its natural, lilting state as opposed to his cringe-worthy Phrench approximation. He shook his head as he took advantage of the time they had, turning towards the statue of the mare on the bench and flicking his hoof forward, extending the sonic screwdriver which whirred and squealed in a high pitch. “This is bad... Yes, this could be very, very bad.”

“What’s wrong?” Rainbow asked, not following.

“We might have a minute. Two minutes, tops. Here, hold this, I need both hooves.” The Doctor offered his right hoof to Rainbow, who had to look at him for a moment before she realized what he was asking.

Very carefully, she took the crystal end of the sonic screwdriver in her teeth and pulled it free of its cradle in the hoof-band, flipping it around and setting it to her own hoof while the Doctor moved very close towards the mare statue’s head.

“I'm sorry…” he whispered softly, apparently to nopony as he leaned towards the statue. “I am so, so sorry.”

Ever so gingerly, Rainbow watched as he leaned his hooves forward around a stone strand of the statue’s hair, and very carefully started to push and pull it until it snapped free. Unsure as to what the Time Stallion was up to, Rainbow then looked to the metal tube with the crystal top in her hoof.

How does this thing work, anyway? Couldn't he just use it to break the stone and--


Rainbow jumped suddenly as she felt the device vibrate and pulse in her grasp, causing her to fumble with the screwdriver while it continued to sound off loudly.


Rainbow spun around, as did the Doctor, just in time to see the stone statue of the pony soldier fall off its base and crash into the ground, cracking along one side while the stone lance snapped off completely.

Rainbow stood frozen for a few seconds as the Doctor put the stone strand of hair into the satchel at his side, then rushed over to her, snatching the sonic screwdriver out of her hooves with his teeth and setting it back into his hoof-band. “Not a toy!”

“Awwwwww…” Rainbow couldn’t help but whine as the ultra-cool sonic device was taken away from her. “It’s not my fault. It’s not like I knew it was going to--”

“Rainbow.” The Doctor’s tone was quick and razor-sharp, cutting her off as he looked around frantically for a moment. “Go out that way through the work area and out the backdoor. You remember what you asked when we were up there a few minutes ago?”

“You mean about--” Rainbow didn’t know why he was suddenly in such a rush, but she was cut off again.

“Go, do it, and get back to Twilight and Applejack. I’ll hold things here and meet you back at Leonard’s as soon as I can.”

“Why? What’s…?”

Rainbow’s ear twitched slightly. She could hear hoofbeats… a lot of very heavy hoofbeats… pounding on stone and coming quickly in their direction at full gallop. The Doctor must have heard it too, because he looked towards the main entrance door with a hard, dangerous expression.

“Go,” he said simply.

Rainbow didn’t hesitate to follow the instruction, moving as fast as the bronze armor would allow her out of the hall and leaving the Doctor behind.

The door to the exhibition hall, which had been left open only a crack, suddenly burst open as Graphis Denarius strolled back into the room, his expression angry and without any of the "good humor" that he had been forcing moments before. Behind him, eight burly-looking draftsponies slowed and kept in his wake while the Doctor noted the white-robed form of the unicorn Critique Leonard had named Castagno, moving with a smug expression to Graphis’ side.

“Oh… Hello, again.” The Doctor smiled as the large earth ponies took up an intimidating stance opposite of him, the broken statue laying out past his flank. With a slight look back to the now damaged masterpiece, the Doctor’s smile didn’t falter as he added, “Just so you know… I can pay for that.”

Ch. 5: The Dangers of Wandering Off

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Chapter 5: The Dangers of Wandering Off

Studio de Eterna Magnificenza, Maestro's Office
The Pony City-state of Roan
26th of Summer, 1491 A.R., 2:02 p.m.

The third floor office of Graphis Denarius itself was quiet this afternoon, even as the muffled sound of activity could be heard from the floor below. With the midday sunlight pouring through the stained glass windows and washing the floor and walls in a softened, colored light, the room sat exactly as the Maestro had left it more than two hours earlier when he had gone to greet his unexpected guests, and give them the full tour of his shop.

That is, until one of these windows was gingerly pushed open by a blue hoof from outside.

Her heart pounding in her chest, the aptly named Rainbow Dash poked her head in through the large window and looked about the office. She had never done anything like this before, and while she was almost trembling with the fear of what might happen if she were caught, she couldn’t deny that this was beyond exciting.

She pushed forward, her wings flapping quite hard to keep her level and airborne as she carried herself and her heavy bronze suit of armor in through the window and tried to land on her hooves as quietly as possible.

Jeez… Cozy enough?” she muttered under her breath, taking note of the waterfall reproduction and of the stone floor that had been polished to the point that she could see her reflection. Baskets of flower petals were arranged all over the room in a blatant attempt to overpower the smell of the oils and paints from the floor below. “Yeah, ‘immune to the effects,’ my flank. You spoiled, pampered brat.”

Rainbow figured that there might be some clue as to Denarius’ part in all of this in his office. As the Doctor had pointed out to her when they were looking for the place itself, it did seem awfully convenient that the disappearances Leonard described began shortly before the arrogant noblepony had opened his shop. She wasn’t sure what he was up to, but after having spent well over two hours in the company of "Lord Denarius," she certainly wasn’t about to put anything past him.

Rainbow never in her life imagined she would meet a pony more stuck up than the nobility she had encountered at the Grand Galloping Gala, let alone somepony that would be more arrogant and two-faced than Prince Blueblood as Rarity had described him. But then again, she never imagined meeting a time traveling alien pony and then ending up in Roan during the time of Astrolia’s Reign, so perhaps this wasn’t such a hard thing to believe.

Moving forward as stealthily as she could, her eyes darted about for any warning signs that she might be detected while her ears strained to hear what was happening downstairs.

She had gotten out and around the building as quickly as possible while weighed down by the Phrench armor, drawing a fair amount of strange looks from the ponies in the paint rooms, but it apparently was not worth dropping what they were working on to stop her. And judging by the lack of stomping around or shouting, she guessed the Doctor was still down there with whatever had come at them a few moments before, probably doing what Twilight said he did best: talking. She didn’t like leaving him behind like that, but she had to assume that the Doctor knew what he was doing, and she should make use of whatever time he could give her.

Now that is a pretty big desk. There's probably loads of stuff in there.

Rainbow hop-fluttered over to the paper-strewn desktop and tried to sit back on the pile of pillows without her haunches knocking them about. She didn’t want to leave any signs that she was there, after all. But as she settled a bit, the pegasus looked over the top of the desk, a messy pile of parchments and notes, and started to nudge some of the pieces out of the way with a hoof as she tried to get an idea of what was in the papers and scrolls that had been laid all about on it. She found herself wishing there was some way to simply find exactly what she was looking for right away. Where was Pinkie Pie when she needed her?

"‘In Regards to Requests of Commission’… ‘Record of Delivery’… ‘Quarry Invoice’… ‘Receipt for Imported Shetland Wine’... Blah, blah, blah..."

For the most part, nothing really caught the pegasus’ eye. Business documents for material deliveries, payroll deductions, (Wow. She thought Graphis said these artist ponies were well-paid, not thrown breadcrumbs,) and references for what cities certain lots of duplicate canvases were to be shipped to for sale. Set into a more organized stack off to one side was a pile of letters asking for specific pieces, complete with sketches of poses, features, and details that were desired. She didn’t recognize any of the seals or heraldry at the bases of these letters, but she was able to guess that these were all from rich and important ponies of the age. Overall, it was anything and everything that would be expected in a businesspony’s paperwork.

Ugh… Booooring… she thought, rummaging around a bit longer before noting the drawers that were set on the backside of the desk. There had to be more than this. Perhaps there was something a bit deeper. That would make sense.

And much to her delight, the drawer was not locked. It was obvious that the "Great Graphis Denarius" never expected anypony but himself to be behind this desk.

As she opened the drawer, Rainbow tilted her head in confusion. “What the...?”

Reaching inside the drawer, Rainbow drew back her hoof with a golden chain looped around it, dangling an oddly shaped pendant of crystal. Shaped like a backwards number "3" with a stylized line and mark drawn at the end like a backwards check-mark running through the top of it, the emblem was unlike anything that she had ever seen before, and was a far cry from "fashionable" if what she had seen of Roan was anything to go on.

“Weird…” She set the pendent on the desk, trying to keep note of where she had gotten it so she could put it back when she was finished.

Reaching in again, the pegasus pulled a worn and used-looking book from inside that had a leaf of parchment stuck between the pages, like a bookmark. A ledger, perhaps? Or a journal? She could only hope. Regardless, it was the thing under the book that really got her attention, as an assortment of glittering gems lay in a small basket at the bottom of the drawer.

Rarity would have squealed with delight at the size and beauty of the polished jewels, but given how gaudy everything else in the office was, Rainbow couldn’t help but wonder why a vain pony like Graphis would've hidden them away like that.

Opening the book she had found, her expression went from confused to full on puzzlement. “Oooookay?”

For you, my love.
My Sun, My Moon.
My World, My Tune.
As shunned we are,
in the Night.
Your Touch remains,
my one Delight.

Rainbow had to put a hoof over her mouth to keep from gagging as she absorbed the horrific verse. What in Celestia’s name was this!?

Closing and turning the book to look at the spine, Rainbow’s revulsion turned back to puzzlement.

Words of Love, by Cazza Nova, Baa-Celonian Scholar of Mares

A book of love poetry? Worse, a book of bad love poetry?

Rainbow opened the book again, flipping through the pages and taking note. From the very first page, entire lines had been marked out and crossed through, pages counted off towards the most recently marked. As she scanned over them, she couldn't help but feel like there was something strange about the words she was reading. Every time she flipped a page, she got the discomforting impression that the words were shifting, changing, just before she looked at them.

Was this in a different language? The Doctor said that the TARDIS translated writing, so this could have been in actual Baa-Celonian if that was where the writer was from.

And then she took a look at the bookmark parchment, where words were written in a more flowery script that was obviously made by a unicorn’s quill-strokes.

For you, my love.
My Sun, My Moon.
My World, My Tune.
As shunned we are,

“You arrogant… thieving… rat,” Rainbow muttered under her breath, shaking her head in disgust.

Leonard had painted a very distasteful picture with his stories of Graphis Denarius and how he tended to steal and claim credit for other ponies' work back when they were students together, but this seemed to be something that he didn’t grow out of in the least as an adult stallion. She knew that there was a proper word for this kind of creative theft, even if she couldn’t remember what it was at this point.

So there was some mare out there that had got his attention, and he was out to impress her with a shamelessly stolen love poem. Maybe that was what he was hiding. Hardly evidence of wrongdoing besides a horrible taste in poetry -- and expensive tastes, if the gems were any indication.


A muffled, but defined sound of something breaking from below snapped Rainbow from her thoughts as she realized that something was happening downstairs. Chances were that whatever window of opportunity the Doctor had bought her was running out.

Carefully setting the book and the pendent back and away in the drawer, she started to worry that perhaps she had been wrong. Perhaps there wasn’t any real connection between Graphis and…

Rainbow paused as something she hadn’t noticed before caught her attention while looking up: a piece of parchment, lying in the corner of the office towards the door that led down towards the second floor catwalk. Vaulting over the desk and trotting lightly on the polished stone floor, Rainbow moved to the parchment, still listening as pandemonium seemed to break out on the floors below, with muffled shouting and panicked cries reaching her ears through the stone.

Thinking she may not have long left, Rainbow bent over the battered, slightly torn yellowish parchment and picked it up, turning it over in her hoof. The illustration on the front was expertly done, with notations written out in a quick and slanting script. A pony-bike-like design with flapping wings attached to a set of pedals that…

Rainbow’s eyes widened with realization. She had seen this the previous night, only minutes before it had been destroyed in Leonard’s shop. This must have been one of his concept sketches.

What was this doing here!? How could one of Leonard’s sketches have found its way from the Craftspony District to--


Rainbow’s heart skipped a beat, and a cold, moist sensation tickled the back of her neck and down her spine.

The sound was coming from right behind her ears.

In a frantic realization, Rainbow jumped and turned at the sudden presence, attempting to pull her legs up in a defensive fashion.

For a moment, just a moment, she saw the most beautiful display of colors that she had ever experienced; a spectrum of sparkling light that even she had never imagined assaulting her senses with splendor enough to stop her in her tracks.

And then… there was darkness.

Studio of Leonard DiHoovsie, Craftspony District
The Pony City-state of Roan
2:55 p.m.

The elderly, blue-furred mare wrapped in a simple apron and skirt, Miss Keeper (Inn to her friends) had been the owner and proprietor of the Mare’s Rest Inn since her father, Bar, had passed away nearly forty years earlier. And throughout all of those years, two husbands, four foals, and a lot of hard work to reach this ripe old age where her fillies ran the inn itself and she seeped tea for their few regular customers, her only regret had been selling the old, dilapidated wagon storage shed that was affixed to her inn to the colt of a childhood friend.

While she was personally fond of the enthusiastic young artist, going so far as to remind the absentminded scholar to eat when he got carried away with this or that project, she had to admit that there were times when his experiments had a poor effect on her business. Such as his work creating colored smokes by burning metal shavings a couple of years back, or his "attempted" flight off the roof of the Mare’s Rest just over a season ago, which had made several of her local customers avoid the common room for weeks afterwards in suspicion.

But not since that long-ago griffin raid where she lost her father and inherited her livelihood had she seen the sheer amount of damage that she could now take in as she opened the door with a small bag of hay and oats set across her back.

“WHAT IN ASTROLIA’S NAME HAPPENED IN HERE!?” Her scratchy voice echoed off the remaining bits of wall as she heard snickering and rushed conversation from inside the shop.

A large dent had been made in the pile of debris now, not that she realized that. The enormous mess was broken down into sections, with wooden paneling from the roof set outside the missing door and pieces of the various works set off to another side.

Moving out of the doorway that led to her kitchen and down the steps into the workshop itself, she turned the corner at the door to see the yellow-furred stallion alongside a lovely violet mare, the two of them leafing through a set of papers and engaged in a full gallop discussion.

“But what I don’t understand is this one… Conjuration is a viable twelfth form of Transmutation Magic. You didn’t have to cross it off the list,” the female stated.

“But it’s still creating something from nothing. That’s not like Alchemy or Direct Alteration. So it stands to reason that the formation of physical objects from nothing would fall under the heading of Creation Magic,” Leonard shot back.

“Creation Magic is a myth, you said so yourself on page eighteen: ‘Magic and matter are constant. As such, no object can ever be completely destroyed, but is broken down into smaller parts.’ That applies to the opposite as well. You see, contrary to popular belief, Conjuration is not from nothing, but formed from magic. All of the materials are right there in the air waiting to be plucked out, sorted, and put back together. When a piece of wood breaks or fabric rips, all the little bits that once held them together are released into the air. All Conjuration does is put that back together.”

“In theory.”

“In practice.”

“When was it practiced?”

“...Recently...” the purple unicorn trailed off vaguely.

“I didn’t know the Prance Academia was that advanced. I would have thought I might have heard about that breakthrough.”

“Oh… uh, personal study. Feel free to use it. You know… to finish the thesis.”

“Well… it’s not really a thesis, just some notes. Not that it will ever be published.”

“Hey, you never know,” the mare responded coyly while lolling her head.

“Leonard?” The old innkeeper shook her head, unable to keep up with the back and forth between the two as she looked curiously to the purple mare. “Leonard, what’s all this?”

The beret-wearing stallion looked up with a start as if only just realizing her arrival, jumping to his hooves and rushing over to her. “Oh, Miss Keeper. Um…” He looked around at the nearly demolished shop before responding with a faint smile, lowering his voice. “Progress. Just a bit of a… um… hiccup, you know. Didn’t quite…” He paused for a moment, reminded of the strange events that had taken place the night before, and surprised at how quickly it all seemed to be put behind him. “…work out as I had expected.”

“That's not what I was talking about…” The old mare nodded her head to one side, acknowledging the mare. “Who’s she?”

“Oh! Um…” Leonard took a glance back to Twilight, who was hardly left out of their less than discreet conversation as she waved a hoof pleasantly to the older pony. “Well… she’s… ummm…”

“She’s a filly?”

“Well, yes, she is, but I don’t--”

“And she’s with you?”

“And she’s with…” The blonde unicorn suddenly cringed in realization of where the old mare was going, and backpedaled furiously. “Not at all! That is, she’s... well...”

“Is she rich?”

"Miss Keeper! That is hardly an appropriate--”

“Well, she looks good and she sounds smart, so if she’s rich, you’ve gone and hit the honeypot. In that case, you need to stop prancing around and stallion up.” The old mare smirked knowingly, an expression that rather reminded Twilight of Granny Smith when she was in one of her more "alert" moods.

“Miss Keeper, I really don’t think that--” Leo started, shuffling uncomfortably on his hooves.

“I’m just surprised. I mean, I was starting to think that you were, you know… a colt cu--”

Miss Keeper! Thank you! Thank you! I greatly appreciate your kindness. Now, if you could just…” Leonard’s eyes widened in horror and he forwent any further subtlety, taking the small bag of food that the mare had brought off her flank while moving alongside the elder mare and nudging her with his head to push her back towards the door with some apparent difficulty.

Twilight couldn’t help but suppress a snicker as the mare allowed herself to be ushered away, just putting up enough of a fight to get a few more words in. “You know, you're not getting any younger, Leonard. And, really, do you think you can do better? Because I rather doubt it.”

Good day, Miss Keeper!

“Oh, and by the way, you'd better not be expecting me to pay for repairs here.” The blue-furred mare’s tone became more serious as she was pushed out of Twilight’s line of sight, even as the unicorn managed to keep up with the conversation. “Just be grateful whatever you went and blew up this time didn’t scratch the inn, or we’d be having a very different conversation right now.”

“I wouldn’t dream of it, Miss Keeper. Just… do me a favor and stay inside until I can effect repairs.” The artist sounded a bit worried as he gave a final shove against the old mare’s side and shuffled her back into the kitchen and out of the workshop, a soft yellow glow enveloping the door and pushing it closed.

With a slight sigh, Leonard’s shoulders drooped. “Terribly sorry about that, Twilight. Miss Keeper means well, but you’d think she was my mother the way she treats me like a colt, sometimes,” Leonard apologized sheepishly, rubbing one leg with his forehoof.

“Don’t be. I think it’s sweet.” The lavender unicorn smiled understandingly. “I know how you feel, though. My parents are constantly onto me about this or that, trying to treat me like I’m still their little filly.”

Twilight breathed out contemplatively as she considered this. Everything she knew was so far away now. Three thousand years away, in fact. It really did put everything she had taken for granted about her life until recently into perspective. She was definitely going to have to write to them as soon as she got back to Ponyville.

“If only I could be so fortunate…” Leonard lowered his head a bit, his expression falling.

This simple admission brought a new set of questions to the front of Twilight’s mind as she shuffled the pages of A Study of the Miraculous together in the proper order and set it aside in order to be face to face with Leonard, respectfully keeping a few paces back.

“Oh… I’m… I’m sorry, Leo.” Twilight could guess from his suddenly dropped attitude what had happened. “Can I ask…?”

“Colic outbreak.” Leo sighed as he confirmed her suspicions morosely. “Two years ago. I had just taken over this shop when I got the news.”

“...I’m sorry,” Twilight repeated.

“I had hoped to move them here with me after I got established.” Leo gave a solemn nod, lost in memory for a moment as he started talking in spite of himself. “Hoovsie was always prone to… hardships. It’s just a little village outpost outside Fillyenze; pretty much where the nobility sent minor officials and troublemakers to keep them out of sight and out of mind. My parents were moved there after my mother fell pregnant with me.”

“Why?” Twilight asked, having a difficult time wrapping her mind around the reasoning behind such a thing.

“Because it was an embarrassment for my father’s employers. You see, my sire was a unicorn notary. He designed, set, and affixed the seals that nobles used to authenticate their documents. You know, to prevent forgeries and such. And he was very good at what he did. The nobility needed his work. Then, he met my mother, who sold flowers on the streets. Just a common, everyday earth mare. By her own reckoning, nothing special about her… And they fell in love.”

“There's nothing wrong with that…” Twilight remarked, shuffling a bit closer.

“The nobility seemed to think there was. Even the Noble House of Earth didn’t care for the fact that anypony they kept under their personal employ would ‘associate’ with a commoner. And when my mother found out she was with foal, my father had every chance and opportunity to deny it and go on with his career.”

Twilight listened in mute awe as Leonard related the tale, taking another short step forward. None of this was ever mentioned in the history books, that much was certain.

“But he wouldn’t give her up. Even after the nobility ‘subtly’ transferred the Notary’s Office to the desolate little village of Hoovsie, he refused to back down. Even when they paid him a pittance of what his work was worth due to ‘cutbacks,’ he stayed with her, and they raised me together. My mother, Astrolia bless her, always used to say that I would change the world. And there were a few times that… that I actually started to believe it myself.”

Twilight remained silent as the blonde-maned artist fought back a deluge of tears, coughing slightly in his throat to cover up the feelings brought up by the nostalgic memories.

“They were the reason I became an artist, you know. I studied all of the various sciences, think I managed to grasp them fairly well, and I still tinker with them from time to time, as you can see. But I never was very good at keeping focused on anything for a long period. I couldn’t choose a vocation, but I knew that it was in the Academia that I could prove myself, if for no other reason than to show that I could. That the colt of some ‘ground-pounder’ and a unicorn pariah could outperform all of the blue-blooded, tutor-educated nobles and make a mark in the most advanced and admired field on Equis.”

“And you did…” Twilight moved one more step closer towards to the artist.

Leonard looked up, now nearly nose to nose with the purple unicorn and able to see his own reflection in her deep magenta eyes. “...What?”

“You will, I mean.” Twilight’s tone was soft and assuring, as her eyes danced to the side bashfully. “You’re still just starting, Leo. And soon enough… the rest of ponydom will see what I see now.”

“...And what’s that?” Leonard asked softly, heat rushing to his face as, cautious and unsure, he leaned a bit more forward, their horns nearly touching as his began to admit a soft yellow glow.

The purple mare’s heart fluttering, she craned her neck to meet him, her own horn glowing with a violet aura as their eyes drew closed, guided as much by instinct as magic.


Leonard and Twilight’s eyes opened wide in unison as both unicorns pulled back, their racing hearts dropping to the pits of their respective stomachs as the voice of the Doctor pierced their cozy bubble of perception and brought stallion and mare crashing back to reality.

“Doctor!?” The fur of Twilight’s face had nearly turned completely crimson in embarrassment by the time the Hourglass Stallion came galloping into the shop at full speed, moving up to the pair as they reflexively attempted to make it seem as though nothing had happened.

Moving around and behind her, the Doctor rather quickly and awkwardly put his hoofs against Twilight’s rump and pushed her forward a few steps before doing the same to Leonard, who winced as his bandages were pulled taut, reminding him of his still-sore flank.

“Hey, what are you-- What’s going on!?” Twilight cried out, now completely snapped out of the moment as she tried to make sense of the Time Lord’s sudden appearance and shoving.

“Kind of just stirred up the hornet’s nest! Got to go, now! Where’s Rainbow!? She should have beaten me back here!”

“Rainbow? I haven’t seen her since she left with you this morning. What in the name of--”

“Where’s Applejack?” the Doctor cut Twilight off as Leonard was once again shocked by the sheer whiplash manner of the Doctor’s speech and movement as he quickly darted to and fro, taking in all he could about the shop as if searching for some clue of the whereabouts of the orange farm pony.

“AJ? I don’t know. She went out a little while ago,” Twilight replied, just then realizing that perhaps her friend had been gone a bit long for just a quick walk like she had said.

“Went out? WENT OUT!?” The Doctor rolled his eyes, his tone annoyed and frantic as he moved towards the open door and looked about for a moment. “Went out where!?”

Twilight drew back in thought. Where had that cowpony gotten off to?

Denarius Quarry
Countryside of Roan
At that very moment

Applejack smirked slightly at the four large earth stallions, hitched two to a cart, gawking at her while she trotted briskly past them pulling a wagon of the same size, feeling quite in her element despite more dusty conditions than she was used to.

Then again, they may have been simply taking note of her backside, as she had stripped off the trousers that had been itching against her powerful hind legs some time ago, leaving the socially acceptable shirt and her hat in place as she continued to outpace every other pony that was working to pull the carts.

True, it wasn’t farm work -- something that she could attest to with her eyes closed. She missed the smell of fresh produce, the feeling of soft soil underhoof as opposed to the smooth, solid stone of the ramp she was pulling the cart across. But, compared to the sometimes muddy and difficult conditions of Sweet Apple Acres, and the size of the wagon bed hitched around her back, this was far from the most difficult labor she had ever managed. A slight modification to the two wheels’ location on the underside made all the difference and allowed most of the weight to be set on the wooden wheels while the other carts put more weight on the ponies’ backs.

Who said that farm ponies were ignorant?

It was still a tough task, but even having worked up a sweat now after repeating the action of bringing the scrap stone up a ramp to the edge of a cliff for dumping multiple times, Applejack still kept her pace and pulled her cart up to the spot where Oreo was waiting for her.

Looking out to the magnificently carved cliff-side all around, a pony-made valley cut into the craggy ground and forming layer after layer of exposed rock face for mining, one thing was for sure. If nothing else, this little side job she had gotten herself into had been educational.

Among other things, she had learned that this quarry had been the entire reason that Roan was built where it was to begin with. Her new friend, Oreo, had been keen to talk while she rested between hauls, filling her in on the history of the quarry itself. As she had learned, this area south of the mountain range the Northern Griffins called home was settled after some major conflict, and the Denarius Family, which had been originally bequeathed the infertile land, had risen to wealth and power through the control of the quarry. Then, about three hundred years past, survivors of a terrible earthquake in Poni-Peii (a city whose name she barely remembered from her days in school) had relocated to the solid foundations surrounding the quarry, where the stone underhoof was so much more stable than the softer earth that was common further south. The Lady Lunar had elevated House Denarius to their current status as upper-tier nobles in exchange for the land that Roan was built on, and their entire fortune since had been built from the stone of the quarry used to build Roan itself.

As Oreo went on and on between his shifts of sorting the rocks Applejack brought to him, she had also learned that many of the most experienced stoneworkers and quarry employees had been going missing over the past couple of years, causing most local commoners to shun offers of work in the "haunted" quarry, and forcing the Foreponies to turn to other sources; chiefly immigrant labor, such as Oreo himself.

“And that is twenty, Mon Cherie. Last one.” Oreo grinned, amazed at how quickly the two of them had gone through the day’s lot of work. Something that most teams took hours upon hours to do, with both ponies loading, pulling, and unloading the slag together. “I should have met you months ago!”

“Not likely…” Applejack replied, lowering her shoulders to allow the wagon to rest on its stirrups and using one hoof to deftly unbuckle the strap around her midsection. “Ah’m jus' visitin’, anyhow. Don’t plan on stickin’ ‘round fer very long. Gotta get back ta mah friends and family.”

“Neither had I.” Oreo smiled as he climbed up into the cart and started to pull small chunks out of the pile, rolling them in his hooves and trying to determine what was waste and if any of the pieces might be suitable for some other purpose. Applejack had learned that if the quarry ponies saved good pieces that might have otherwise been thrown away, they could earn extra bits for them. “Planned on staying, that is. I’ve actually been meaning to ask, where’s home?”

“Ponyville,” Applejack responded without thinking, sitting back and taking a break.

“Hmm... I’m not familiar with it. Is that near the city of Shetland? Or more towards Trottingham?”

“Nah. Everfree Province, Equestria.” Oreo looked up with a puzzled look, although it took a moment for Applejack to understand why. She then cringed sheepishly. “Oooohh... right, hasn’t happened yet.”

Time travel was very confusing.

What hasn’t happened yet?” Oreo’s confusion turned to curiosity.

“Well…” Applejack thought for a moment about how to answer, not wanting to lie, but also understanding the Doctor’s earlier warnings and how she might be seen as a madmare, or worse, if she started babbling the honest truth to these ponies. “Suffice it ta say, Ah’m from a long, long way away. Me an’ mah friends came here wit’ this… sorta… explorer pony. Ya know, one a’ them adventurer types.”

“Ah. I see how it is. To be so far from home, swept up in what is going on around you. It was the hardest decision of my life to leave Prance on my own. But at least you have somepony you can trust leading the way.” Oreo nodded, resuming his work.

“That’s jus' it though,” Applejack found herself thinking aloud again. “Ah only jus’ met ‘im.”

Oreo looked up to her again, although she was now looking down towards the bottom of the quarry valley, where several small ponds had been formed from rainwater the night before. The ever-larger rings of walkways around the quarry edge itself spiraled outwards from the lowest point, where a bedrock of stone was pitted with craters that provided a "catch-all" for the water cast off the stone.

“He’s almost a complete stranger… An’ Ah didn’t even think about it that hard. Ah just sorta… followed ‘im.” Applejack was chewing on her lip again as she considered this fact.

“I understand how you feel.”

“Huh? Whatcha mean?”

“Well, just this morning, I was planning on staying cozy and snug in my room back in Roan. And the next thing I know, this strange mare comes out of nowhere and I’m following her all the way back into a haunted quarry.” The black and white-spotted pony smirked slightly, his accent flourishing as he flipped a crumbling bit of shale stone over the edge, and Applejack watched it bounce and tumble all the way to the bottom of the quarry.

“It’s not the same thang.” Applejack snickered a bit. “At least Ah’m not leading ya inta…” She paused as something caught her eye down in the quarry bed: a sudden glint of something golden moving against a backdrop of grey and disappearing suddenly into the stone. “…danger…” Applejack’s tone dropped as she squinted her eyes, trying to again catch that glint or determine if it had simply disappeared.

“Well, I don’t know, mademoiselle.” Oreo shrugged, still working without realizing Applejack’s sudden change of tone as she continued to scan the area below them for a sign of that glint. “Roan is certainly not the vacation spot it used to be, what with all of the troubles and the situation with the Lost, but it has its charms so long as a pony keeps his head down. For example, you have the finest Academia in the Twelve Cities here, as well as--”

“Oreo, what’s down there?” Applejack interrupted, pointing a hoof to the bottom of the quarry.

“Hmm? Oh, nothing except rocks and slag. That is the bedrock; too hard for anypony to dig into. See those pits? As I heard it, they used some sort of explosive magic powder to try and dig deeper a few years back, but it was too dangerous to keep using it, so Duke Denarius had them stop. Since then, the digger ponies have been trying to widen the quarry around the top rather than go down deeper. It’s part of the reason they have so much of this waste. Everypony knows the better rock is deeper in the ground.”

“Is anypony down there?” Applejack asked, leaning over the edge of the cliff as she stared straight down.

“No, why would there be?” Oreo looked out curiously, following her gaze. “It’s just a solid rock wall down there. And if there was somepony, you would be able to see them from here, or any place on the upper levels.”

“Ya sure about that?” Applejack started moving away.

“Mademoiselle? Applejack? Where are you going?” the stallion called after her.

“Dunno. But somethin’ ain’t right, here.” The orange farm pony trotted towards the ramp-like walkway that ran around the edge of the quarry, heading down towards the bottom of the depression itself.

Oreo considered for a moment. He had just about finished up his day’s work well ahead of schedule and could easily leave to collect his fifty bits at this point. There had been far too many ponies going missing to make it worth gallivanting off after some curious filly he had only just met. Letting her go and staying back would be the safe thing to do. It was the smart thing to do.

...And it was times like these that Oreo wished he was smarter.

“Hold on, Applejack!” The Phrench pony hopped down from the cart and rushed after her. “I’m coming too!”

Studio of Leonard DiHoovsie, Craftspony District
The Pony City-state of Roan
3:03 p.m.

“Rainbow Dash and Applejack? Both of them? Oh, for the love of… One simple instruction: Don’t wander off, I say. You know, once, just once I would love to meet somebody who actually listens to me!”


“After over seven hundred years of traveling, you'd think I would get used to being ignored on that front, but nooooo.”


“Really. Humans, ponies, and everything in between. It doesn’t seem to matter. The only thing that still surprises me about it is the fact that I am still surprised.”


“Oh, yes, Twilight?” The Doctor was broken from his moment of self-reflection as the unicorn’s decibel level had forced him to fold his ears back -- a rather interesting sensation if ever there was one. That’s something his humanoid shape could never do.

“Rainbow was with you. Why would she be here?” the unicorn asked.

“We had to split up, and I figured, given her speed, she would beat me here easily. I suppose, then, that it’s a good thing I managed to get here before the guards.”

There was silence in the studio.

“What… guards…?” Leonard looked stunned as he asked.

The Doctor inhaled sharply. “Oh, right. I suppose I should have mentioned that earlier.”

Almost as if on cue, there was a sudden echoing of sound from outside the open door: the sound of heavy hoofsteps and bronze armor shifting and clinking against itself.

“Well, Leonard, Twilight, if I may make a suggestion…” The Doctor nodded calmly as the mare and stallion’s eyes went wide, looking to one another for a few seconds before looking back to the brown stallion. “Run.”

The Doctor set into motion quickly, throwing himself towards the back wall and leaping through the hole that had been made by the monster attack the previous night. After a moment longer to get over their shock, the heavy hoofsteps getting closer towards the door as they saw common ponies moving back at the sight of something coming down the streets, the artist and the scholar followed, darting into the back alley where the Doctor was waiting.

“Come on, back to the TARDIS!” he called, rushing off as soon as Leonard and Twilight were clear of the building, holding back just long enough for the two of them to catch up before moving at full gallop.

Again, he was grateful for the stride and incredible endurance of his newest regeneration. He almost never could actually keep breath enough to talk while running at a full stride as a humanoid.

“What’s a tardy!?” Leonard shouted, but he was ignored as Twilight’s query turned out to be much louder.

"What did you do!?" Twilight called out as she kept pace, galloping alongside the Doctor.

“Well…” The Doctor looked off to the side as he thought back on it.

Studio de Eterna Magnificenza, Exhibition Hall
The Pony City-state of Roan
26th of Summer, 1491 A.R., 2:01 p.m.

“Just so you know… I can pay for that.”

The Doctor’s mirthful grin was not shared by either the Maestro or the sneering draftsponies.

“So… how’s your dad, Graphis? Must have really wanted to see you, the way you rushed on out of here.” The brown pony continued to smile, his tone light and happy as the ponies opposite of him seemed intent to try and stare holes into his hide.

“He’s not here,” the beige pony in the white robe huffed, the arrogant smirk still in place. “And you seem to have lost your accent… ‘Doctor.’”

“Well, that’s a bit of a letdown, I bet.” The Doctor shrugged, still looking to Graphis and not bothering to imitate the French vocalization anymore. “I'm sensing some unresolved paternal issues. Care to talk about it?”

“Doctor Right…” The grey noblepony all but spit the name, his agitation now showing through without any restraint. “My friend here has brought something rather disturbing to my attention. He claims that you are not who you say you are… and that you and your ‘companion’ assaulted him this afternoon past.”

“Hmm...” The Doctor drummed a hoof thoughtfully at his chin. “Well, that’s half right, Graphis. If I recall correctly, your Critique friend here was hardly assaulted. He was too busy running away at the first sign of trouble. Something you should take into consideration when picking your friends, because that’s one of those patterns that don’t usually change under pressure. There are certain regularities to how individuals work, you see… Kind of like how no matter how many times you drag him into an alley and kick him around, Leonard still refuses to work for you.”

“Forgive me, should I know that name?” The Maestro’s scowl turned to an indignant, arrogant smirk as he huffed. “One of the little ponies, I believe. Back in the Academia…”

“I was thinking more along the lines of an artistic genius that you can't cow, rob, or otherwise beat into submission, but 'little pony' works too, I suppose. Whatever helps you sleep at night, Graphis.”

Lord Graphis,” the grey noblepony sneered, obviously in no mood for games.

“Oh-ho. Apologies.” The Doctor smirked. “‘Lord,’ is it? A title indicating a position of authority and sovereign right?”

Graphis scowled at the Doctor’s lilting, almost mocking tone, and the silence that followed as the two stared each other down would have been total, were it not for the slight creaking of the chandelier overhead.

“Yeah, sorry, I don’t see it.” The Doctor shook his head. “You see, that title indicates that you have at least some appreciation for whatever you are lord of.”

The Maestro’s scowl only deepened.

“And take it from someone who knows, being a ‘Lord’ of anything isn’t about building yourself up on a giant pedestal and throwing lavish parties to celebrate your own magnificence. It’s not about who has the money or the power. The true meaning of that title is so much more. A duty, a responsibility...” The Doctor’s mirthful tone faded as he spoke, his grin gradually fading as well. “And that is something that you’ve already pushed aside and abused. The how and why still elude me, but I’m sure I’ll get to that eventually. Because the thing is, I’ve seen this sort of thing before. A long way from here, in another time. And I can tell you right now that you won’t be getting away with it. Not anymore. Because now, I’m here.”

This time it was the Doctor’s turn to glare, something that caused Castagno and the rest of Graphis' flunkies to take a half-step back.

“You get one warning. This is it,” the Doctor said, deadly serious. “Whatever you are up to, you cannot control it. So stop it now before I intervene. Because I promise you, I will bring this place down around your ears to make up for what you’ve done to them.”

The Doctor spitefully cast a hoof back towards the sculpture at his side, the mare reclining on a bench, umbrella in her mouth as she sat completely impassive of the scene before her.

There was another moment of awkward silence as the chandelier creaked overhead.

“'They' are just statues,” Maestro Denarius scoffed, unmoved.

“Whatever helps you sleep at night...” the Doctor repeated, though his amused tone was nowhere to be found.

“Doctor Right…” Graphis gained a bored expression as the Doctor finished, looking quite unimpressed. “I don’t believe that you quite comprehend the gravity of your current situation.”

The Doctor’s grin was back in place instantly. “Oh, so you know about gravity, do you?”

“Hold him for the Guard.” Denarius had obviously tired of listening to the madpony before him, turning to the nearest of the large draftsponies. “Traveling under false pretenses, impersonating a noble diplomat, and personally insulting me and my hospitality are the least of his transgressions. I am sure they can find a cell somewhere to ‘lose track’ of him in.”

“Gravity… Let’s see, what was it, specifically?” The Doctor seemed completely oblivious as two of the bulky stallions started towards him threateningly. “Ah, yes. The natural phenomenon that causes objects of larger size to pull objects of smaller size towards them. That’s why you have to hold things to keep them from dropping to the ground. Now, do you know what I think this situation calls for?”

The Doctor smiled broadly as the two ponies closed in on him, and he flicked a hoof forward.




The eyes of the draftsponies trailed slowly upward to where the brown stallion now directed his hoof. As the sound hit their ears, realization set in, and their survival instincts triggered instantly, causing them to dive out of the way...


…just as the heavy crystal chandelier came crashing down between them, a few scant feet in front of the Doctor.

“I think it's safe to say I can cross 'diplomat' off my list of things I want to be. And with that, off I go!”

Wasting no time, the Doctor broke into a full gallop, rushing away from the exhibition hall and towards the backdoor where Rainbow Dash had exited only a few minutes earlier, utilizing the precious few seconds of shock before Denarius reacted.


Darting into the main workshop, the Doctor’s senses were immediately assaulted by the smell of paints and oils. The artist ponies that were working feverishly on their designated projects were startled, stumbling back over themselves as he suddenly leaped up onto the tables, heedlessly kicking canvases and paint all about as four of the draftsponies burst through the door in pursuit.

“Hello, pardon me! Paint Checker! Need this! Borrowing that! Yeah, you probably won’t ever see this again, but thank you!” the Doctor called out almost randomly.

The madpony forsook a straight rush towards the exit in exchange for causing as much damage as possible, it seemed, leaping from table to table and kicking aside canvases and frames. All the while, he sought out buckets and pallets of certain colors of paint, picking them up in his mouth and flinging them at the pursuing guards.

For almost a whole minute, the panic and rushing around wore on as the studio workers were all torn from their work in shock and the larger draftsponies chased the stallion towards the other exit. As he approached, the backdoor swung open and two of the brutes appeared in the doorway, the same two he recognized as the first to approach him before.

“Oh, hello, again! And these are for you!”

In an absolutely fearless fashion, the Doctor ground to a halt, arching his body forwards to fling a canvas he had managed to balance on his back directly at the two stallions and splattering it across their faces before he darted off to the side again towards a back corner.

“I suppose I should cross 'interior designer' off that list as well. Such a horrible choice in colors. Now then, let’s get back to what I do know. Next lesson: basic physics!”

“WHAT ARE YOU HOPING TO ACCOMPLISH HERE, YOU BLATHERING IDIOT!?” Graphis, who had watched the chase from the relative safety of the doorway to the exhibition hall, looked absolutely livid at the havoc the Doctor had caused as the artist ponies simply looked around, uncertain of what to do.

“Well, in keeping with our educational theme, I thought I would start with a demonstration of the reaction of specific colors to certain stimuli.” Graphis was speechless for a moment, absolutely stunned by the casual way in which the brown pony had responded. “For instance, did you know that blues are bluest in extreme cold? Or that greens are lushest under a certain degree of sunlight?”

Trembling like a kettle about to boil over, the Maestro could barely contain himself enough to speak. “SOMEPONY SEIZE THIS LUNATIC AND CLAMP HIS SNOUT SHUT!”

“And did you also know that yellows burst into flame at a certain sonic frequency? Like so!”

The Doctor brought his hoof up and waved it about in a flourishing fashion…


…as simultaneously, nearly every canvas on the racks ignited, bursting into flames in their frames. The bright yellow, blocky depictions of a sunny, flowered landscape that had been repeated over and over again each caught fire in sequence as the oblivious workers in the room scrambled away from the danger in a blind panic. A panic that was echoed in the eyes of the draftsponies that had surrounded the Doctor, now looking around wildly.

“Shall we see how red does next?” The Time Stallion smirked, waving his hoof-banded leg and showing the extended metal and crystal device that had caused the damage.

Graphis' henchponies looked to one another, their eyes widening by degrees as they did so. Each of them had been splattered quite liberally with globs of red paint.

The whinnying, panicked cries of the larger ponies was enough to set off a frenzied, fearful riot as the artists, knowing all too well the dangers of fire in a workshop, rushed for the door into the exhibition hall, barreling past and over the Maestro and Castagno in their bid to escape. Meanwhile, the six burly draftsponies rushed around fearfully, as if they expected to burst into flames at any moment, causing further damage as they crashed into tables and sent more supplies spinning and splattering to the floor.

After several chaotic moments, the grey noblepony managed to recover his balance, roughly shoving a pair of apprentices attempting to help him up out of the way as he surveyed the damage. Castagno had already managed to rally several of the more experienced artisans to douse the fires, which had actually been fairly minor and destroyed only the works they had been on: finished works that had been painted over with mineral spirits to set about the quick-aging process, while the Maestro noted the yellow paints on the tables had been unaffected by the apparent magician trick.

Far more destructive was the continuing thrashing and panicking of the remaining muscled earth ponies that had not already fled. One of them was apparently certain his rump had already caught fire after falling back on a container of alcohol, and another was frantically trying to pull off his paint-covered shirt, his head having gotten caught as he strained against the buttons of his collar.

Other than that, the room was empty. The artist's entrance to the workshop was hanging wide open… and the Doctor was long gone. To say that Graphis Denarius was displeased would have been a gross understatement.

Castagno…” The Maestro’s voice trembled with fury.

“...Y-yes, Milord...?”

“I want the Guard mobilized immediately! I want that stallion arrested and thrown into the deepest, darkest hole that they can find! Tell Commander Kickback that if they get away, I will personally see that he’s transferred to the Savage Frontier and ordered to stand in front of the Monster Breaker Brigade… as bait!”

“‘They,’ Milord?” The small beige unicorn was confused at this point. Granted, that may have been a result of the sudden burst of heated fumes saturating the room.

“Who do you think sent those charlatans into my shop!?” Denarius ranted, no longer caring to keep his composure. “Who, in all of Roan, would stand to gain anything by going against me, devastating my workshop and trying to stop my exhibition!? If that ignorant, little, ground-pounding, half-blooded mule wants to start a war, THEN I WILL GIVE HIM A WAR!”

“Milord…” The Critique, who had a firmer grip on himself emotionally, tried not to back down from the ranting noble. “I really… must advise against any rash, overt actions where DiHoovsie is involved. He does possess a certain degree of public support, and the Noble Houses might see it as--”


“Very well, Milord. Then… perhaps, it would at least be wise to postpone the exhibition, keep things quiet… Just until--”

“No!” The Maestro stomped his hoof furiously, silencing any suggestion of such a thing. “I don’t care what it costs, I don’t care how many workers it takes or whether they sleep at all! The exhibition goes on tomorrow night AS PLANNED!”

“Y-yes, Milord… But what of this ‘Doctor’? What if he escapes?”

The Maestro took a deep breath as he regained a bit of self-control, checking to make sure his beret had not been torn from its place and his cape remained set as the artist's workshop finally started to regain its calm, in spite of the devastation as if a storm had swept through it.

“If the Guard cannot deal with him properly… I know of something else... that will.”

Back alley, Lower District
The Pony City-state of Roan
26th of Summer, 1491 A.R., 3:35 p.m.

“So, all things considered, nothing too bad,” the Doctor summed up, only just beginning to pant even though they had been running for some time now, hooves clipping crisply against the cobblestone streets.

“You set the Studio de Eterna Magnificenza on fire!” Leonard was both aghast and horrified by the Doctor’s retelling, so much so that he nearly forgot the burning in his chest as they finally started to slow, having come some way into the Lower District since the chase began.

“Technically, no…” the Doctor defended himself as he looked back over his shoulder, grateful to see that there was no sign of pursuit as they closed on the alleyways that led back to their destination.

Technically?” Twilight was nearly as stunned, even though something told her she shouldn’t have been.

“Well, technically, I set a bunch of paintings smothered in mineral spirits on fire. I say minor, completely controlled conflagration, they scream arson and set a garrison of guards after me. Clearly a case of rampant overreaction, but, well, what can you do?”

“That's exactly what I want to know. What do we do now?” Twilight couldn’t keep the sarcasm out of her voice even as she started to pant from exertion. Like Leonard, she was hardly the most athletic pony in the world, and unlike the one race that she had been in (where she had placed a respectable fifth) this sort of breakneck chase was not something she could pace herself for.

“Well, now we need to regroup and find our friends, obviously,” the Doctor said, turning a corner and slowing to a brisk trot. “I’m not going to sugarcoat it for you, Twilight, there is something very nasty going on. Big shadowy monsters coming out of the woodwork, statues that are too good to be statues, and a pony that is just arrogant enough to think he can get away with anything. Now, to me, this spells really not good sorts of things. And right now, we need to get to the only safe place left in the city.”

“Well, thanks for not ‘sugarcoating’ it,” Twilight replied with more grumpy sarcasm.

“Actually, I really kind of did, because what’s going on isn’t that simple and we are actually in a great deal more danger right now than I had previously thought.” The Doctor huffed slightly as he came to a stop, his eyes widening with realization. “I missed something. How did I miss that?” He shuddered at the thought. “I’ve gotten old. I’ve gotten old and dull and easily distracted. I shouldn’t have missed that!”

“Missed what, Doctor?” Leonard asked, still completely clueless as to what exactly was going on and beginning to grow tired of being dragged about like this.

“I’m not sure yet… but it will come to me.” The Doctor shrugged, turning another corner before stomping a hoof in disappointment. “Now, where is she? I know I left her parked around here, somewhere. All these alleys really do start to look the same after a while, don't they?”

“What are you looking for?” Leonard questioned, tilting his head.

“A big blue box, Leonard,” the Hourglass Stallion answered, before giving a heavy sigh. “It’s times like this I regret not reinstalling the chirping alarm button. Although, I guess without thumbs it would be a moot feature.”

“Uh, Doctor…” Twilight interrupted, her voice suddenly frantic.

“It should be here somewhere…”

“Is this 'box' a tall thing? Words on the top?" the blonde artist queried. "‘Police Public Call Box,’ I think it said?”

Doctoooor…” Twilight’s pitch went up a bit as her ears folded back.

“Yes, that’s the one… Wait, you saw it?” The Doctor looked to Leonard curiously. “You saw it? You could read it? That’s strange. I could have sworn I left the perception filter on. Wait, hold on, you could read it!?”

“Well… yes. We passed it on the turn two corners back. You were talking and I didn’t realize it was important,” Leonard answered, even though he was unsure what a ‘perception filter’ was.

“Doctor! I think I know what you missed!” Twilight now sounded incredibly frantic, her eyes turned upward.

“Oh, really? What was it, Twilight?” the Doctor asked curiously.

“Those guards that were chasing after you… they were pegasi.”

“Yes, that was it! Thank you, Twilight!" The Doctor smiled appreciatively at the purple unicorn, but she did not share in his uplifted mood as she proceeded to burst his bubble.

“Pegasi can fly.”

The Doctor's smile fell away instantly. “Oh… Right.”

“STOP RIGHT THERE, CRIMINAL SCUM!” came the cry from above.

Denarius Quarry
Countryside of Roan
At that very moment

“You know, from down here, it really doesn’t look all that high,” Oreo noted as he looked up and around at the edges of the quarry from the bedrock, still following the orange earth pony mare while she trotted towards the far wall. “I don’t suppose you have any idea what it is that you are looking for, mademoiselle?”

“Ah saw somethin’ movin’ down here,” Applejack answered, having to push and jump up slightly to reach the far wall on the side opposite of where they had been some time earlier, to the area where she saw the strange golden glint in the sunlight.

“So, naturally, the first impulse is to run towards the mysterious thing that we know not what it is?” Oreo asked with a hint of sarcasm.

“Yep, that’s ‘bout how it works.” The mare nodded, putting a hoof to the stone wall and walking along it.

Great, Oreo thought. I find a beautiful, fiery, and incredibly strong pony that can not only speak my language, but actually has a practical head on her shoulders… and she turns out to be one of the danger-seeking adventurous types.

“But there is nothing here. It is broad daylight and if there was anypony down here, we would be able to see them easily,” the Phrench pony pointed out as he walked just behind Applejack. “It is not as if there is anywhere for anypony to hide.”

“Ah know, Oreo…” Applejack sighed, hearing the stallion voice a concern she too had found herself wrestling with as she ran her hoof down the edge of the wall, carefully moving in a three-legged step. “It’s jus’… Ah dunno. Ah can’t shake the feelin’ that there’s somethin’ goin’ o-OOON!”


Oreo’s eyes widened as he rushed to Applejack’s side in an instant, moving to help the pony back up.

“Mercí, Applejack, are you alright!? You stumbled there!” Oreo went to her flank, using a hoof to help steady her as Applejack shook her head. “You are not hurt, are you? No broken bones?”

“Ah’m fine, Oreo. Ah’m fine. It’ll take more 'n that ta hurt me. But… hold up, here…”

Something smelled fishy, and it wasn’t the stagnant rainwater caught up in the bedrock. Applejack looked back at the wall, which looked completely solid from where she was standing… then held out a hoof and leaned forward.

Much to Oreo’s surprise, she continued to move forward even as she should have hit the solid rock surface.

“Heeeey!” Applejack paused, then took a full two steps forward. As far as Oreo could tell, she was standing inside where the wall should have been.

“Applejack, how… how are you…?” Oreo stepped forward to join her, then saw what it was that had happened. The rock wall opened up right here, and after a slight turn, there was a shaft running down deeper into what looked like a mine.

The cowpony took a step back out, Oreo following her a moment later. The two ponies looked at the wall, and even from their close angle, neither of them could see the break where the shaft was, the stone blending so perfectly into place that it looked to be completely seamless.

“Oooohh, Ah get it. It’s one a’ them opta… opti… uh, illusioney thangs. Ya can’t see it from the outside.”

“How long has this been here!?” Oreo asked, as surprised by the appearance of the cavern as Applejack was.


“What’s inside?”


“Do you think it is dangerous?”


“...You are going to go in anyways, aren’t you?”

“Eeyup.” Applejack took a few steps forward, unheeding of the danger.

“And… I’m probably going to follow,” the dappled pony stated hesitantly, causing his orange companion to stop and turn.

“Ya don’t have ta if ya don't wanna.”

Oreo bit his lip as Applejack once more moved into the wall, seeming to be too far against it, before turning slightly and slowly walking to the side, disappearing into the wall itself from his perspective.

His heart beating frantically, Oreo found himself evaluating every moment that had led him to this one, and came to a single conclusion: If he let her walk away now and didn’t follow, he would absolutely regret it for the rest of his life.

This mysterious mare was going to get him killed. And strangely enough, he found that he didn’t really care.

Taking a steadying breath, Oreo started forward. “I'm with you.”

Back in the Lower District alleyway

Two pegasus guards kept their distance back in the air as a crossbow bolt, fired from a weapon mounted awkwardly to one of the guard's shoulders, struck the ground next to Leonard’s hooves, causing him to jump slightly. But still, as the trio of earthbound ponies watched, the pegasi did not close in, instead moving in a circular pattern as if ready to run them down in the event that they attempted to make a break for it.

“Why are they staying back like that?” Twilight whispered. “They’ve got us.”

“Because there are only two of them," the Doctor answered. "Two ordinary pegasi against two unicorns and an earth pony with apparently magical powers. They're waiting for backup, when the odds will turn in their favor.”

“You have magical powers, Doctor?” Leonard asked hopefully, seriously disliking the glares that the two soldiers were shooting along with the warning bolts.

Apparently. Um... Twilight?”

“Yes, Doctor?”

“I don’t suppose that you can use some of those spells you threw at the monster last night, could you?”

“I won't use those against another pony, even if they are being jerks. I don't want to hurt them.”

“Ah… I must say, I admire your morality, but who said anything about hurting them?” The Doctor nodded to the unicorn, with the hint of an idea peeking past his grin. “Remember the Palace of Lanterns?”

“Yeah, but what does that… Oooohh...” Twilight too found herself smirking.

“HEY! STOP TALKING!” one of the pegasi, a younger-looking brown-coated colt, shouted down at the ponies, wary of any schemes they might be scheming even as the sound of his backup's hoofbeats could be heard echoing in the distance.

“Sorry, a little late for that.” The Doctor pulled his goggles down over his eyes. “Ready, Twilight?”

The unicorn closed her eyes for a moment, focusing on her horn.

“Leonard!” The Doctor reached over suddenly and seemed to swat the blonde artist in the back of his head, drawing both of the pegasus guards’ attention and knocking the red beret down over his eyes a split second before it happened.


The sudden explosion of purple light was brighter than the Sun itself. So intensely bright that neither of the pegasi could help but turn away, gasping in sudden pain as they tried to shield their eyes from the burst of color.

“Mind your eyes. Oh, and run!” the Doctor finished, catching the artist’s beret and pushing it back now that the brief flash had passed, before immediately rushing back the way they had come. Leonard was still somewhat dumbstruck for a fraction of a moment before Twilight managed to nudge him to follow.

As intense as the burst of light had been, its range had been quite limited, only really effective to those looking in her direction already. As such, both Twilight and the Doctor could tell by the sound of hoofbeats that they only had a few seconds until reinforcements arrived.

Turning the corner, Leonard found himself wondering what in the world the brown pony was doing as he slowed his steps, grinning at the large blue box that sat in the middle of the alleyway.

“There you are, old girl. Did you miss me?”

“Doctor! We should be running!” Leonard said frantically, unable to fathom why the Doctor was so intent on this wooden, oddly-colored and completely out-of-place box.

“HOLD IT RIGHT THERE!” a gruff voice came from behind the trio, causing them to stop.

“Doctor, you’ve got a plan, right?” Twilight asked hopefully.


“Do as he says…” The Doctor sighed slightly, slowly turning about.

Twilight and Leonard followed suit, the Doctor in between and just behind them as they turned to face no fewer than a dozen unicorns in dark iron armor, each one emblazoned with an insignia that the Doctor immediately recognized from the front of Graphis Denarius’ outfit.

“You three are under arrest!” the center-most of the unicorns, a dull blue-colored stallion with a particularly long and sharp horn barked authoritatively.

“It would certainly appear so!” the Time Pony agreed heartily, still smiling. “Good show. Very well done, my armored friends. You got us.”

“Doctor…?” Leonard’s heart was pounding in his chest, unsure how the Doctor could possibly be so calm when the guards before them clearly held the advantage.

“Really, congratulations! Bravo. Encore. I think you deserve an applause. Don’t you, Twilight?”

Twilight forced a grin, speaking through her teeth as she tried to project the sort of confidence that the Doctor was displaying. “I really hope you have a plan…”

“It was indeed a fine and entertaining chase, so clop a hoof, would you, Twilight? Leonard, go ahead.”

Leonard still had no idea what was going on as Twilight and the Doctor both lifted their hooves. He shot a look at his fellow unicorn, searching for any kind of clarification she could offer, but the expression she gave in return simply seemed to say, "Just go with it."

Swallowing nervously, Leonard followed suit, and the three ponies brought their hooves down to the ground in quick succession.


The lead unicorn soldier watched the three of them with a bemused expression, not sure as to why his quarry was congratulating him and his soldiers, though the apparent admission of defeat was enough to make him smirk with accomplishment.

“Very well, you will now be taken into custody. Do not attempt to resist, or--”

“Resist? Perish the thought!” The Doctor put a foreleg over Twilight and Leonard’s necks, tugging them back. “In fact, tell you what. We’ll make your job even easier.” He pulled them ever so slightly back a step. “We’ll just… hop into this police box…”

The Guard Commander’s eyes narrowed in a moment of suspicion as Twilight’s grin suddenly ceased to be forced.

“…and arrest ourselves.”

The Commander’s eyes widened as the brown stallion pulled the blonde inventor and the purple-maned mare back before he cold stop them.

“GUARDS!” he cried out, but far too late. The mysterious blue box behind them suddenly opened inward, admitting them easily, and then snapped closed before anypony could react.


“You enjoyed that, Doctor.” Twilight shook her head with amusement as the door closed in front of them and the lock clicked shut.

“You bet I did!”

“Wha… But… I…” Leonard could barely process what had just happened, trying to pull himself up to see out the windows in the door. Telling off a Guard Commander, one that worked directly for House Denarius at that, and then choosing to escape by sealing themselves up in a tight wooden box with nowhere to go? Was the Doctor crazy!? “But we are trapped now! Sooner or later, they will just force these doors open! How is this a good thing!?”

“Uh… Leo?” Twilight’s voice was suddenly a good deal further away than it should have been, given the size of the box. “Turn around.”

The unicorn artist did so, and then felt his jaw promptly hit the floor.

“I think the words you are looking for are, ‘bigger on the inside’?” The Doctor leaned towards Leonard, mischievous grin on full display, before moving up towards the control console. “Leonard DiHoovsie, welcome to the TARDIS! Safest place this side of everywhere. Twilight, if you would please fill him in on the basics? I’m going to try and find Rainbow and Applejack.”

The Doctor started to move his hooves over the controls, then paused before suddenly crying out. “Oh! Oh! I got it! That was it!”

“What?” Twilight turned towards the Doctor, having moved up to one side of Leonard, who had proceeded to walk further inside and was looking around at the high-tech interior, utterly bewildered.

“What I missed! I just remembered! That stone-snake-thing that attacked the workshop last night; it crashed through the ceiling and tore the shop apart.”

“Yeah, Doctor, we know. We were there,” Twilight replied, growing impatient.

“But the workshop was completely devastated. Holes torn through every wall, wood flying all over the place!”

“Us, there. Just said it,” Twilight retorted.

“It's okay, everything's going to be okay. We're safe for the moment, but not them. All those ponies out there, they are still in danger.” The stallion seemed to be absorbed in his ruminations, his eyes shifting back and forth before he got his thoughts in order with a look of perfect clarity obvious on his face. "Don't you see? It's everywhere!"

“Doctor, what’s going on? What’s wrong?”

“It’s okay. We’ll be fine. Just… yes, tend to Leonard. If I’m right, then I know how this thing’s gone unnoticed for so long,” the Doctor responded. “I just hope that AJ and Rainbow are staying out in the open.”

Underground chamber, Denarius Quarry
Outskirts of Roan
4:37 p.m.

“A mite closs-tro-pho-bic in here, ain’t it?” Applejack noted, amazed by their surroundings as a light glow filled the cavern, bathing the walls with something akin to bright moonlight.

“What is this place?” Oreo found himself asking aloud, keeping his voice down due to the echoes it produced. “The walls are too smooth to be natural… Some sort of mineshaft?”

“If’n it was a mineshaft, why hide it?” Applejack responded, still moving slow even if they still had a reasonably good ability to see.

“Why is it so bright in here? Shouldn’t it be pitch black?”

“There’s some kinda rock in the wall… Fos-fer-somethin’-or-other,” the farm pony tried to explain, having asked a similar question months earlier (Or was it thousands of years from now?) after she and the girls had been pulled underground to help rescue Rarity from a wolf gang calling themselves the Diamond Dogs. “It gives off the glow. Must be a lot of it in this rock. Ah kinda wish Twilight were here; she’d know a lot better than Ah do.”

“Who is Twilight?”

“Friend a’ mine. Ah… well, Ah was kinda headin’ back ta her when we met. Wow, that was hours ago. An’ she prolly doesn’t even know where Ah am.” Applejack suddenly tensed, just then realizing how sidetracked she had become. “What was Ah thinkin’? Goin’ off without tellin’ nopony. And the Doc… What did Ah do? Ah went an' wandered off… Bet Ah’ll get an earful of-- MMMPHH!”

Applejack was completely unprepared when Oreo suddenly fell back and jumped on her, putting a hoof over her mouth and pulling her down low. Just as she was about to struggle and buck against him, she heard him shush her quietly. Holding back for just a moment, her eyes accusing him as he slowly let her go, he nodded down the corridor.

There, silhouetted in the dimly lit tunnel, was the form of another pony, standing stock-still on all four hooves.

“One a' the other workers?” Applejack kept her tone hushed as she realized why Oreo had so suddenly rushed to silence her.

“I don’t know,” Oreo answered, clearly afraid as his hooves shuffled along, trying to make as little noise as possible. Applejack followed suit, the two approaching the form cautiously.

“Hello…? Are y'all lost down here too?” Applejack questioned the figure, her tongue feeling dry and heavy in her mouth as she moved ever so carefully towards it.

There was no response, no movement. In the dim light, it was hard to tell if the other pony was even breathing.

“Y'all okay?” Applejack asked again, a bit louder as she moved up alongside the form, reaching out a trembling hoof, and felt a smooth, stony texture where she thought she might feel fur. “A... statue? What’s a statue doin’… down…” Applejack’s voice trailed off as she walked around and looked the pony statue in the face.

Eyes wide with shock and her mouth open in a silent scream, there was nothing charming or artistic about this pony’s likeness, her posture suggesting a sudden and involuntary drawing back from something that had utterly terrified her.

The orange mare gasped in shock at the uncomfortable sight, taking a few steps back even as her Phrench companion forged on ahead. Still, she was unable to look away from the statue's grim expression, and as she stared, she could feel the cogs and gears shifting in her head.

She wasn’t a fancy educated unicorn pony… but she could put one and one together to make two.

“By Astrolia’s Light…” Oreo’s stunned voice came from a few paces ahead, drawing Applejack away from the statue that wasn't just a statue, and moving up beside him.

The two stood dumbstruck for a moment as they looked into a larger cavern, carved expertly from the surrounding stone, where dozens of statues, ponies of all shapes and sizes, stood in place, lined up in rows as if they were set out on a chessboard, or placed about in a sort of collection.

“These are…” Oreo’s voice failed him as he too came to the realization, taking note of the faces on the statues: some horrified, others in shock, but more than a few laying down as if asleep.

“The Lost…” Applejack finished, horrified by the discovery as her heart pounded in her chest more violently than it ever had before.

Then, looking about the cavern, and at each of the multitudes of ponies that had been assembled... it all but stopped.

Oreo barely realized what had happened as Applejack suddenly surged forward with a gasp, rushing at full gallop without any care at the sound her hooves made against the stone floor of the cavern. Following the mare as quickly as he could, he came to a stop only a hundred or so feet into the cave, towards the end of one of the lines, to find Applejack looking up at a single statue.

It was a pegasus mare, wings flared back and rearing in a defensive posture, wearing heavy stone armor bearing a symbol Oreo recognized immediately as the symbol of Prance’s Noble House of Earth. Rather than wearing a helmet, the mare’s mane was swept back and flared as if it was captured in the middle of motion and frozen in place, her expression one of both of momentary wonder and puzzlement.

A glint of gold hung around either side of her face, as two laurel branches seemed set into the stone itself, perfectly melded under the now granite grey hair and seeming very out of place among the statues in the room, none of which were similarly decorated.

Oreo could find nothing to say as he saw the tears forming in Applejack’s eyes, and she opened her mouth to gasp softly, as if afraid that her very words would confirm the terrible, unthinkable truth laid before her.


Ch. 6: A Quarry Evening

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Chapter 6: A Quarry Evening

Underground chamber, Denarius Quarry
Outskirts of Roan
26th of Summer, 1491 A.R., 4:50 p.m.

“Ah’m so sorry, Rainbow...”

In the dimly lit cavern below the bedrock of Denarius Quarry, the strong, stubborn, hardworking earth pony known as Applejack fought back a torrent of tears as she looked at the frozen form of her best friend standing before her.

“It’s all mah fault. Ah brought ya here…”

“Is she... your friend?” a sympathetic, slightly trembling voice came from beside her, though Applejack could hardly hear it over the pounding of her heart in her ears.

When the orange mare didn't answer, Oreo shrank back. Finding himself unable to dredge up any words of comfort, he instead took to looking about the chamber at the various statues. Certainly, there were more than a few of the quarry workers here, one or two of which he knew on sight from past dealings. Some were frozen in expressions of shock, while others seemed completely unaware of whatever had come upon them. But far more troubling among this macabre collection were the mares and stallions, fillies and colts, frozen mid-action as they appeared snatched from their everyday lives.

Licking his dry lips nervously, the Phrench pony did what he could to steel himself, nudging Applejack’s shoulder as his eyes scanned in the moonlight-like illumination for any sign of what might have done this.

“Applejack, we need to get away from this place and find help,” Oreo urged her, keeping his voice down as he attempted to nudge her from her spot next to the pegasus statue.

“Ah can’t leave her here…” Applejack replied, still aware enough to keep her tone hushed.

“We have to go before whatever did this comes back!” Oreo implored her, feeling the danger growing every passing second.

“Ah ain't gonna leave her here!” The farm pony stomped a hoof stubbornly as her shock faded, replaced by an outrage that began to override her caution. “Whatever did this is somethin’ Ah’m gonna be havin’ more ‘n a few words with when it comes back ‘round here!”

“I somehow doubt that whatever did this will want to talk,” Oreo tried to reason, his nervous discomfort more than apparent in his voice and demeanor.

“Who said Ah was gonna talk? Any words Ah have fer it’ll be spelled out with these, right here,” she implied dangerously, lifting each of her hind legs slightly and letting them clop to the stone floor to emphasize her intent. The action caused a moment of panic for Oreo as the clipping sound echoed across the cavern and down the shafts on either side of the rounded room.

However, rather than die down, the sound kept going. A sharp, familiar clipping of hoofsteps echoed through the circular room after the clop from Applejack’s hooves had faded, soft at first, but growing stronger as it sounded crisply through the cavern. The two ponies fell silent yet again, heads turning slowly towards the entryway to note the faint, moon-like illumination giving way to a more intense, orange light that cut into the space, drowning out the softer glow.

As the light and sound grew closer, Applejack snorted angrily and started to charge forward, intent on stampeding whatever was down that hallway. But as much as he admired her fiery disposition, Oreo was also a practical pony, catching her tail in his teeth before she had made it two steps and straining with difficulty to hold the mare back.

“Hey!” Applejack fought to keep her voice down, stifling a slight yelp at the pain that ran up the base of her spine from the tug and stopping her in her tracks.

“You can’t help her if you join her,” Oreo whispered fervently, trying to ignore the fact that his action had nearly dislocated his jaw.

“Well, what do y'all suggest?” Applejack’s tone, while agitated and rushed, was still quiet as it became clear that whatever was coming was going to be upon them at any moment.

Caught slightly off-guard by the question, Oreo looked around as the soft phosphorescent light faded before the oncoming illumination, plunging them into darkness among the statues. The edge of the glowing light began to turn the corner, causing the shadow cast off by the pony statue in the hallway to dance across the floor as the two earth ponies' window of opportunity swiftly drew closed.

Back alley, Lower District
The Pony City-state of Roan
At that exact moment



A set of reigns cracked forcefully as a heavy steel chain was pulled taut, the sounds of grunting and straining filling the alleyway as a full team of draftsponies pulled for all they were worth against the obstacle.

Used to dragging along enormous boulders and pulling trees right from the ground, roots and all, the team’s Forepony was growing more concerned by the moment as the eight muscled beasts of burden strained. A concern further compounded by his embarrassment, as what looked like half of the Guard of Roan stood by on either side of the team or hovering slightly above, watching with an ever-growing impatience.

At the opposite end of the taut chain, a thick steel strap had been run behind two thin metal handles on the front of a tall blue box that he had failed to notice until the Guard had directly pointed it out to him. By his reckoning, the doors to the box should have been pulled apart with only a slight tug, and yet they still held firm. At the very least, he had thought they would have been able to drag the box itself along the stone streets and bring it out into the open, where more drastic measures might be taken. And yet, thus far, they had managed to do nothing except strain the chain and the workponies nearly to their breaking points.

But while the Forepony, whose job it was to move troublesome objects from place to place, found this impressive on a professional level, the Commander of the Guard that had summoned him and his team seemed far from amused.

“What is taking so long?” Kickback, the Commander of the Royal District’s security and the head of Roan’s Unicorn Guard, barked impatiently, clearly unimpressed with the sheer pulling power of the draft team. “I thought you said that it was a light wood… that this wouldn’t be a problem.”

“It… Um…” The Forepony tried to hide his intimidation as the armored unicorn bore down on him, quickly resorting to the old standby of his profession: When in doubt, throw more ponypower at the problem. “It… must be fastened with greater measures than we supposed, Commander. I shall… hitch up another team. Yes, that should take care of it.”

“It had better,” Kickback replied dangerously, causing the earth pony to draw back and move quickly in an attempt to address the issue.

And although the Forepony didn’t realize it, he was not the only one feeling the pressure in all of this.

Kickback didn’t know the details, nor did he care, but his impression had been that the brown earth pony and the trouble-making unicorn artist, DiHoovsie, along with another cohort that he had yet to find, had made a foal of the Duke’s son in his own studio, causing all sorts of damage in the process. Lord Graphis Denarius had made it clear in no uncertain terms that he wanted these particular criminals brought to a swift and precise justice, and that he was going to hold the Guard Commander personally responsible for any failure to do so. And while he normally had no qualm with the lower art pony’s occasional favors, the longtime Guard Commander had no intention of allowing some lunatics’ antics to unseat him from his comfortable position in Roan.

But now, having tracked down this so-called "Doctor Right," Leonard, and a fourth apparent conspirator, the Commander had been flummoxed by some new trickery.

“Commander!” a voice came from slightly above as a junior-grade Pegasus Guard came down from on high, a flick of his wings serving to soften his landing before saluting sharply with one hoof.

“Report, Lieutenant.”

“The inventor’s workshop has been secured… or what’s left of it, rather. The building looks like a hydra rampaged through it. No witnesses have come forward, though I would like to know what happened in there.”

“It doesn’t matter,” Kickback responded, not looking away as the Forepony managed to maneuver a few more burly earth ponies into line, hitching their harnesses to the long chain. “Our orders are clear. Anything and everything of value in that shack is to be immediately transported to the Studio de Eterna Magnificenza.”

“Is that proper procedure, sir?” the pegasus asked hesitantly, uncertain of himself.

“Of course it is. Maestro Denarius says that the upstart has been pilfering his work and material stores for some time now, taking advantage of his Academia friendship of the Maestro to steal from him. And while he has put up with it for years, the noble Maestro has had enough, and demands proper restitution in the wake of the blatant act of vandalism upon his property,” Kickback explained at length. He didn’t believe a word of it, himself, but that was hardly his concern.

“Yes, sir. Although, there has been a bit of an… altercation with the inn’s owner, Miss Keeper. What should we do?”

“Earth pony?”

“Yes, sir.”


“No, sir.”

Kickback snorted in annoyance. The sheer amount of disrespect displayed towards the Guard was wearing ever thin on his nerves as the day went on. “Oh, I don’t care. Arrest her. Have her cool her haunches in the jails for a few days.”

“Commander, I’m not sure if that would be…” the pegasus started, only to receive a cold, hard glare, the snap-turn of his officer's head almost perfectly coinciding with the crack of the reigns as sixteen draftsponies, strapped into two rows of eight, moved forward and strained against the door of the blue box.

“It was not a suggestion, Lieutenant,” Kickback sneered harshly.

“Yes, sir!” The pegasus nodded, saluting again before pushing himself skyward.

Kickback rolled his eyes. He knew he shouldn’t expect more in the way of proper thinking from a featherbrain, but he had far more pressing concerns.


Like the fact that sixteen ponies were suddenly rushing forward and crashing into one another, barreling into the nearest unicorn guards in an uncontrolled heap as the metal strap that had been hammered into place around the blue box’s handles broke under the strain.

Inside the TARDIS

Inside the blue box, the brown stallion smirked as he watched the chaos unfold on the scanner display.

“Well, I'll be. That went better than I thought it would. That last tug actually registered on the sensors for a fraction of a second, there. Now, if I was a betting pony, I would put my wager on them trying a battering ram next. What do you think, Twilight?”

The Doctor ducked his head around the time machine's control console, a large smile on his face as he looked around for the purple unicorn. His smile faded a moment later, as he noted that he had been paid no mind, the two unicorn ponies laying down on their legs at the bottom of the stairway that lead up to the TARDIS’ corridors.

His amusement sufficiently punctured for the moment with nobody to share it with, the Doctor shook his head and moved around the console, returning to the various tasks he had set for himself before the sensors had distracted him, dividing his attention between them and the two ponies talking a few feet away.

Judging from what he heard, Leonard seemed to be taking things quite well.

“…A thing… that looks like a box… standing in an alley… that’s bigger on the inside…” Leonard’s tone was heavy with breathless disbelief as he tried to wrap his mind around what Twilight was telling him. “…and it can go anywhere on Equis… Anywhere in the world…”

“Well, yes.” Twilight cringed slightly at his tone. “I know it’s a lot to take in, Leonard, but it’s all true.”

“And you’re not from Prance at all… are you?” Leonard continued.

“No. I’m from a place called Equestria.” Twilight tried to ease into the next bit, fearing where it could lead. “In what you would call… the future.” Leonard’s eye twitched exactly once. “Yeah, eh-heh… The TARDIS also… kinda sorta… travels through space and time.”

Leo’s breath caught in his throat for a moment and he found it fortunate he was sitting down, as he likely would have collapsed if he was standing.

“Are you okay?” Twilight asked, clearly worried as the stallion looked around.

Okay… Am I okay…? This is…”

Twilight, unsure what to say, lifted one hoof, hesitating as she wondered if it would be proper of her to comfort him. After all, she had pretty much just obliterated everything that a pony of his age knew to be true about magic and the nature of existence itself.


Twilight pulled back in shock as the blonde-maned artist grinned widely, and his eyes misted over as he brought himself up with a start.

“Oh, so many questions! How does it work? When was this sort of magic developed, or when will it be developed, rather? Why is it a box? Do all of the ponies in the future have these sorts of boxes? Is this how you spend your leisure time? Like a vacation? Is this how you get your kicks? Coming back to simpler days… Oh, wait! ‘Police Box’! Are you some sort of investigators, then? Like the Guard, except for time? Is that why you’re here? How do--”

The tan unicorn stopped abruptly, his lungs emptied of air, as he took a large, gasping breath.

“Whoa! Leo, Leo… Breathe… Breathe…” Twilight moved up beside the artist, who was talking at a mile a minute.

“Yes, breathing is good,” the Doctor called out, smirking slightly to himself at Leonard’s reaction as he dug out a small dish from some compartment and set something grey inside of it. It always made things so much easier when guests were able to accept it with an open mind.

Leonard took a moment to collect himself, his chest heaving almost to the point of hyperventilating as his lungs burned for lack of breath. However, this did little to stem the artist’s enthusiasm.

“Uh, Doctor?” Twilight looked up to the Time Pony for guidance, drawing his attention from whatever he was looking over at the time. The Doctor nodded, understanding without needing the question.

“About the TARDIS, yourself, and why we’re here? Sure. About the future and himself? No.”

“But… well, kinda late for that, isn’t it? I mean, the bag is particularly devoid of cats at this point. Why can’t I just--”

“Twilight, you’re a smart girl.” The Doctor’s tone was measured and clipped as he stressed his point. “You already know the answer.”

Although she wanted to object, the unicorn sighed, nodding in understanding.

“The answer to what?” Leonard asked, still panting as he managed to curb his excitement momentarily.

With a slight, steadying huff, Twilight turned her attention back to him, leading him towards the center console as he continued to recover from having his mind blown wide open.

“Let’s just start with what you already asked, Leo. As far as I know, the TARDIS is one of a kind, and it didn’t come from Equis,” she answered him. “I don’t really know how it works, because it belongs to the Doctor. Applejack, Rainbow Dash and I… Well, we just started traveling with him. And we’re here… because something is wrong. We’re not any sort of official Time Police, or anything, the TARDIS just looks like that because…” Twilight paused as she suddenly found herself walking off a verbal cliff. “Actually, that's a good question. Why is it a blue box, Doctor? And what is a Police Public Call Box in the first place?”

“Oh…” The Doctor again looked up from a tray that Twilight could now see was filled with a small piece of stone, smiling as he readied another well-rehearsed explanation of his time machine's quirks. “A Police Public Call Box is a special sort of telephone box used on a planet called Earth in 1963... which doesn’t mean anything to you really, don’t know why I mentioned it… I spent quite a bit of time there back when I was first starting out. Now, the TARDIS is equipped with a special device called a chameleon circuit. Whenever she lands somewhere, in the first nanosecond of arrival, faster than a living thing can even blink, she scans every structure within a thousand miles, creating a detailed map of the area to cross reference with cultural commonalities that allows her to pick out the perfect disguise in order to blend seamlessly into the new environment.”

The Doctor’s expression fell slightly as he seemed to deflate.

“And then she appears as a big blue police box from 1963 Earth.”

Twilight raised an eyebrow. “Why?”

“Well, as it would happen, the first time the TARDIS took on this shape, the chameleon circuit ended up shorting out, and the police box motif stuck for a good long while. I eventually got around to fixing it, but by then, I had grown rather fond of her being this way. And I'm pretty sure she feels the same, if what happened after I fixed the circuit is any indication.” The Doctor shook his head, remembering all too well how silly it felt as he and Peri walked out of a flowery pillar and an antique pipe-organ; forms that he was now certain the TARDIS had taken simply to spite him. “But, that is not the really interesting question. You both seem to be missing the really interesting question.”

The Hourglass Stallion moved back around the console, using one hoof to kick open a small panel on its side and sticking his head inside as if he were looking around for something.

“What is a ‘telephone’?” Leonard asked, looking over the control console.

“No, that’s not it either. Twilight?” The Doctor waved a hoof somewhat dismissively as he continued to look for something, leaning almost up to his shoulders as he searched. For what, exactly, neither unicorn could tell.

“Twilight, what? I don’t know what a telephone is, either.” Twilight pulled herself up on the console to try and look over at what the Doctor was doing, setting one leg into her flank with an air of indignation that he had tried to pawn off such an explanation on her. Leo, meanwhile, moved up to the Doctor’s side, looking up at the glass tube set into the center of the console with a muted wonder.

“What? Really? Oh! Oh, right… Sorry, most of my companions have tended to be from twenty to twenty-first century Earth. Have to keep reminding myself that that is no longer the case. Alright then, a telephone is a device that uses electrical current to transfer sound-waves across…” The Doctor paused for a moment, ceasing his movements and search as something he hadn't considered came to mind. “…Aaaand that’s enough of a preview for you two, seeing as how you are both smart enough to probably try to build one yourselves when you get home.”

“What does this do?” Leonard spoke up, interrupting the Time Pony as he pulled himself up to the console and pressed a hoof to a large lever.

Just as he prepared to push it down, the Doctor pulled his head from the open panel, a strange oblong device in his mouth for a moment before he spat it aside, sending it clattering to the floor before bolting straight up to his hooves. With a speed borne of panicked desperation, the Doctor threw one hoof under Leonard’s and pushed it up before the blonde inventor could throw the switch, his sudden, urgent motion being more than enough to catch Leonard’s attention.

That…” the Doctor breathed a sigh of relief as he explained. “…is the horizontal inertia manipulator. Push that lever and the TARDIS will go careening to the side along its currently set ‘bottom’ plane, which, in our situation, would send us barreling through the walls of the buildings adjacent to the alley and crashing through anything in the way.”

“Oh…” Leonard nodded sheepishly as he pulled his hoof away. “And that is a bad thing?”

“Yes, that would be a very bad thing,” the Doctor scolded. “I know it probably goes against everything that you’re feeling right now, but please… don’t touch the buttons.”


“Or the levers.”


“Or the pulley switches.”

“What about--”

“Actually, Leonard, how about you just do me a favor and not touch anything connected to this console?”


The dull sound of impact brought the Doctor’s attention lazily away from Leonard, who continued to look over the complicated console, filled with shining buttons and switches and dials that all begged to be touched and pressed.

“Yep, battering ram. They always try the battering ram second.” The Doctor shook his head, clearly unconcerned.

Casually, he reached a hoof over and flicked a small tab seemingly at random, before returning to the task at hoof. As another thump impacted the door, there was a distinct lack of sound, muffled to the point of being nearly inaudible as the Doctor moved over to the floor where he had dropped the device he had retrieved earlier, which Twilight could now see was made of a brown, dull metal with blue glass on the underside, etched with silver lines.

“Alright! Twilight, Leonard, the interesting question is this: When is a statue… not a statue?”

“What?” Twilight tilted her head again as the Doctor moved around them, to the portion of the console where the tray and piece of stone sat, while holding the mysterious object in one of his hooves. With his tongue pulled back over the corner of his lips as he strained, the brown stallion managed to shift the device’s weight, pulling his hoof back as he used his foreleg to cradle it and pressing a small button along the edge of the contraption.

“Oh, how I miss my fingers… Ah! There we go. The answer is…” The device pinged suddenly, the Doctor’s expression turning sour as he seemed to read off something on the screen that neither unicorn could see. “...when the statue is not made of stone at all.”

“Doctor, what are you talking about?” The chestnut pony now held Leonard's complete attention with his demonstration.

“This…” The Doctor set the device down on the floor and motioned to the dish, which Leo and Twilight could now see held several thin strands of rock that held rigidly in a slight curl. “…is a souvenir I picked up at Graphis’ studio. A piece of one of his extravagant, famously hoof-chiseled and elegantly designed statues. The cornerstone of his business and his claim to fame. Do you know what this is?”

“A broken piece of rock?” Twilight raised an eyebrow again, not sure where the Doctor was going with it.

“White marble?” Leonard identified to color and texture, hardly his choice of material, but even so.

“This, my friends, is petrified organic matter.”

Twilight and Leonard both looked to one another in shock, then back to the piece of rock. As the Doctor suspected, both were able to draw the correct conclusion from that.

“My sonic screwdriver hinted at it, and the matter categorizer I keep in the cupboard there just confirmed it, but I’m still not sure as to the exact method. My first thought was petrifold regression, but that’s too slow-acting. Then there is the Shriker Effect, used on some planets to encase air-sensitive perishables in a hardened shell, but that’s--”

“Cockatrice,” Leonard and Twilight said together.

“Oh, well… You know, mythical animal was going to be my next guess.”

Mythical?” Leonard inquired.

“Said the Doctor to two unicorns… Point taken.” The Doctor shrugged sheepishly.

“Cockatrices are very real, Doctor,” Twilight assured him, now looking to the stone lock of hair with a new degree of sympathy. “Rare, but real. I had a run-in with one myself about a year ago in the Everfree Forest.”

“And they can actually turn living things to stone?”

“Yeah, firsthoof experience with that, too…” the purple unicorn replied grumpily.

Leonard leaned forward slightly, his eyes now widened with awe as the situation presented itself to him. “You were petrified? How did you escape? I thought there was no cure. Or do they come up with a cure in the future?”

“No. Short of a blessing from the Princess herself, there’s usually no way to break the spell. But a friend of mine, Fluttershy, ‘convinced’ the cockatrice to undo it. I woke up with the worst kind of headache, but at least it worked.”

“But, wait… This doesn’t make any sense,” Leonard spoke up, now looking to the piece of marble with both interest and disgust. “Don’t cockatrices petrify their victims by looking into their eyes?”

“Well, I think--” the Doctor started before Twilight spoke again, cutting him off.

“Yeah, you're right. And take it from somepony who knows, you can’t exactly hold a pose when you see those big red eyes. Besides, they don’t live this far north; they live in forests and swamps. And from what I’ve read on them, they only turn their victims into granite stone, not marble.”

“Alright then, what about other options? How about a basilisk?”

“I read about those. Giant serpents, hatched under a toad, and they're big… Like the thing that attacked your shop last night!” Twilight clopped two hooves together in frustration. “But, wait, aren’t they supposed to be extinct?”

“It is possible that--” the Doctor tried again, only to be cut off by Leonard this time.

“Rumors arise every now and then from the Wild Frontier of any number of new or ancient beasts. Perhaps Denarius had one shipped here. He certainly has the money and influence to…" Leonard drew back in sudden repulsion. “Astrolia help us… The Lost… All these years... If Graphis has been doing this the whole time, then there are hundreds of petrified ponies that have been crated up and sold off as pieces of art. I knew he had grown arrogant and brash… but this is just… just…”

“Monstrous…” Twilight finished for him.

“It all makes sense now.” Leonard shook his head, his outrage growing. “The speed of his work, the regularity of quality, the missing ponies… the disappearance of anypony that asks too many questions or makes too much noise.”

“But you can’t just ‘tame’ a basilisk. Anypony they look at turns to stone, whether you see them or not.”

“Unless…” Leonard set a hoof to his close-trimmed beard thoughtfully. “Perhaps Graphis found some way around it; some spell or charm to protect himself. Although that still doesn’t explain some of the poses. It is not as if you can convince a pony to hold a specific position for when you release the cockatrice or basilisk or whatever. And it still doesn’t explain how the creature has gone unnoticed for so long.”

“You’re right. Whatever attacked you last night disappeared almost right before our eyes. But regardless of what it is, we have to find some way to stop this, Doctor… Doctor?”

Twilight paused, looking around and realizing that, at some point between the back and forth between the two unicorns, the brown earth pony had slipped away. Looking over to one side, the pair saw the Doctor now pressing several switches on the control console, looking up as he seemed to sense their attention.

“Oh, don’t mind me, I’m just fine listening. You two are doing a brilliant job as it is, so I thought I would work on trying to find Rainbow Dash and Applejack.”

“Any luck?” Twilight asked quickly, reminded of her friends' predicament.

“Not yet. They must be out of range of the scanner. I should be able to get a fix on their location, but we have to try and get the TARDIS closer.”

“But how?” Leonard asked. “Regardless of how remarkable this machine is, we are still stuck in here and still surrounded. It is not as if we can just hitch it to a cart and move it off.”

At this, the Doctor smiled, moving his gaze down from the horseshoe-shaped indicator lights to again look at the monitor showing the scene outside the TARDIS.

“You’d think that, wouldn’t you?”

Underground chamber, Denarius Quarry
Outskirts of Roan
5:03 p.m.

The cavern echoed loudly as a set of hooves moved calmly through the threshold leading to the outside. A bright orange ball of light hung just over the pony’s head like a balloon made of sunlight as it continued without even pausing to look over the statues.

The stranger did not notice a pair of new figures that had been apparently added to the collection, laying down towards the far side of the wall and both trying very hard not to breathe too loudly.

Keeping her head upright, her hat set back behind her, Applejack tried to remain perfectly still as her eyes adjusted to the brighter glow, allowing her to see what they had gone to hide from. From what she could tell, it was an average-sized pony, wrapped in an unassuming brown cloak that covered him from head to hoof. A basket was held in its mouth as it moved along the outer wall to a broken crop of rocks that had been flattened on the top.

Though Applejack had the strongest urge to dive forward and give this pony a taste of her back hoof, a mix of curiosity and caution at the situation tempered that drive.

The figure, unaware that it was being watched, set the basket down on its own time as it looked from side to side, its features obscured save for the end of its snout.

“Are you there?” came a soft voice, immediately identifying the pony as a stallion. “Can you hear me?”

There was slow and shallow echoing, the stallion speaking now as if he was concerned about waking the statues from their slumber.

“I know I’m early, darling, but I’m afraid that there have been some complications, and I feared I would not be able to see you tonight if I did not slip away when I did.”

Again, the stallion’s voice was met only with the sound of his own echo, waiting for the silence before he looked quickly over the line of statues. Applejack and Oreo held their breath.

“Some new additions… I see… Very nice. This should do the trick for a while.” The soft tone took on a slight air of smugness as he turned, regarding the upraised statue of Rainbow in her armor, and Applejack could imagine in stark detail the disgusting grin on his obscured features.

There was a rush of anger in her chest as her heart sped up at the thought. Whoever this pony was… he was encouraging this nightmare!?

“You are… probably still asleep, so I won’t disturb you,” the stranger stated, the two hidden earth ponies taking note of a sudden, relaxed sense to his tone and posture, as if this was a great relief to him. “I brought your favorites, though. I hope you enjoy them. And the latest demands...”

The mysterious pony waited a moment, turning his head this way and that as if listening for any sound of response from the cavern. His gaze lingered on another tunnel that the two ponies had only barely noticed before, a tunnel that seemed to lead even deeper into the dark cave.

“I’ll be going now. I’m sorry, but it may be a few nights before I can come back. There are just so many things going on up there… But fear not, I shall return and we can go over your latest pieces before we put them on the block.”

On the block... An auction block? Applejack recoiled in repulsion as she imagined it.

Rainbow, frozen in stone and completely helpless, being auctioned off by some fast-talking colt to an overweight, foreign noblepony for a few bits, just to stand in some garden for other ponies to gawk at. Forever.

Her caution sufficiently overridden, Applejack started to scramble to her hooves as the figure turned away, apparently content that whatever he was there to talk to was either not home, or didn’t wish to speak to him. She didn’t care who he thought he was, she was going to buck him into next week for this.

As she prepared to charge forward through the rows of statues, Applejack was unable to suppress a slight yelp as she felt something grab hold of her tail again, breaking her momentum and sending another jolt of pain up her spine. The pain didn’t stop as Oreo pulled her back sharply, pushing her backside down on the ground with a hoof and kicking her hind legs out from under her.

In that instant, she wanted nothing more than to buck back and kick Oreo square in the jaw, but as she was forced down, the sound of her sharp, pained cry echoing off the walls, the cloaked figure turned with a startled jerk.

“Marr, is that you?” the pony inquired calmly, looking almost directly in the direction of the pair of earth ponies. Pulling his hood back, the orange ball of light illuminated his features for the first time.

He was a grey unicorn with a darker-looking needle mustache and pointed beard, a shimmering crystal pendant hanging off his neck glittering beautifully in the golden light that remained hovering over him. Without warning, his horn began to glow vibrantly as three statues lifted effortlessly out of his way, allowing him to move forwards and bringing the two hidden ponies closer to the edge of the sphere's ring of illumination.

In spite of herself, Applejack’s rage turned to ice in her chest and the dull ache at the base of her spine suddenly became a reassurance that she wasn’t moving forward. She had seen unicorn magic at work before, but she had never seen anypony so easily lift such obviously heavy pieces of stone. Even Twilight, the most powerful unicorn mare she had ever known, strained when it came to heavy lifting.

Oreo had been right: They were in way over their heads. Whoever this pony was, he was more than powerful enough to keep her from even getting close.

The two remained as still as they could be, caught in an awkward position as the unicorn scanned the rows of statues for whatever was out of place. Applejack’s hooves trembled with her pulse as the ring of orange light illuminated the floor in front of her, growing closer as she realized something terrifying.

All of these statues where either white or grey. Her fur was orange. She would stick out like a green pear in a basket of red galas.

Her heart thumping furiously in her chest as she and Oreo tried to remain still, the edge of light moved closer as two more statues were hoisted up to join the first three, allowing the unicorn to move closer. At any moment, she knew, the jig would be up, as the edge of light moved right to the edges of her hooves.

She held her breath… for all the good it would do her.

And then the light began to retreat, as the unicorn’s face, now easily visible at his current range, took on a bored expression and he began to back-step, carefully setting the statues back down into the row.

“Blasted quarry rats…” the unicorn grumbled under his breath. “I’ll have to speak with the Foreponies about that.”

Applejack dared not release her breath as the unicorn replaced each statue with the same ease as he had lifted them, the dull grey aura fading as he set them down and used his hooves to push the hood back over his head. She still did not release her breath as he moved back to the exit with a more lively step, the ball of sunlight remaining fixed over him while he moved. And although her chest burned with need, she held her breath as the light moved away and down the corridor, plunging the room of statues back into the complete darkness that they had experienced as the light had approached.

Finally, unable to hold any longer, Applejack gasped loudly, panting for air, as Oreo, who had obviously been doing the same, followed her example.

Like a colt and filly that had tried to outlast each other in a breath-holding contest, the two had no words, panting and gasping for air as their shot nerves trembled. Ever so slowly, their eyes began to again adjust to the darkness, before the soft glow of the surrounding rocks began to increase. Even as their eyes adjusted to the light, they both waited until they had calmed down before moving from where they sat.

“Who in the wide world of Equis was that?” Applejack managed as she tried to push herself to her hooves.

“That…” Oreo did the same, rubbing his jaw with a wince as he regretted, for the second time that day, grabbing the mare’s tail when she was intent on charging forward at full gallop. “…was Graphis Denarius, the quarry’s owner. What the hay was he doing down here?”

“Denarius… Hold on, that’s the pony Leo was talkin’ ‘bout last night before the monster attacked.”

“Leo?” Oreo shook his head in disbelief. “Monster?”

“Yeah.” Applejack nodded, moving forward and maneuvering around the statues with care, now that they knew what they truly were. “Didn’t Ah tell y'all ‘bout that?”

“No!” Oreo shook his head once, now quite concerned with what he had gotten himself wrapped up in.

“Oh, shoot… Mighty sorry ‘bout that, but ya know, this might not be the best place to talk about it.” The cowpony cringed with a bit of regret in her voice. It hadn’t been her intent to drag Oreo into anything, but to be fair, she had told him that he didn’t have to follow.

She was very, very glad that he had now, of course, but she still had given him the option.

“Applejack, the exit is that way,” Oreo suggested tensely as he moved clear of the rows of statues, while his companion forged ahead in a different direction. “We need to go to the Guard, or… Where are you going?”

“Ah gotta see what he brought in here.”

“You’re worried about a basket?” Oreo sighed.

“No, Ah'm worried 'bout what's in the basket,” Applejack told him shortly, moving carefully so that her hooves didn’t clop against the stone floor as she edged over towards the package. Her imagination was already running wild as she dearly hoped the darker things that might be inside were missing.

Gingerly taking the cloth cover in her teeth, the farm pony tugged it loose, allowing it to fall to the floor. Underneath, sparkling in the dim, moon-like glow, over a dozen large gemstones shone, their glitter only barely dampened by a small stack of papers that sat atop them.

“Whoa… Mighty glad Rarity ain’t here. She’d be all over these bad boys.”

“What bad bo-- Whoa!” The dappled pony took a step back as he came into view of the precious stones, his eyes widening to the size of dinner plates.

“Whatcha gawkin’ fer, Oreo? Don’t y'all work in a quarry? Ya gotta see this sorta thing all the time,” the mare chided him playfully.

“This is a rock quarry, not a gem field. As far as I know, you can’t even find stones like this around here,” Oreo explained while leaning in.

Much to Applejack’s surprise, rather than his hoof coming back with a sparkling jewel, he pulled up the papers that had been laid on top, flipping through them quickly.

“What’s all that, then?” Applejack asked curiously.

“Sketches. Forms and poses. Illustrations. Hardly Roan Academia quality. I’m not even a unicorn and even I could draw better than this.” Oreo shook his head, looking over the pages with a critical eye before passing them to Applejack. Everything was starting to become quite clear to him. “Whatever beast Lord Denarius was talking to, he left these for it… That noble brat is having common ponies picked off the streets at random and turned to stone by some monster, just for his... art business.”

Applejack looked over the pages in the dim light, her eyes immediately narrowing at the top page. It seemed very specific, depicting a stallion form with a one-leg-up pose, in a front-enclosing vest with a bow-tie. Accompanying the pony was a large sketch of a specific cutie mark.

An hourglass cutie mark.

“Not at random…” Applejack realized, turning the next page and seeing another badly drawn, but sufficient enough sketch to identify the mare with the rainbow-colored mane encased in armor. “These ain’t sketches… they’re bounties.”

Back alley, Lower District
The Pony City-state of Roan
At that exact moment

To say that Commander Kickback was growing impatient would have been the understatement of Astrolia’s Reign.

Already, three separate draftspony teams, a heavy-weighted steel-capped battering ram, multiple attempts at magic, applications of fire, and even an expert locksmith had all failed. In the course of the last hour, nothing the Guard had managed to throw at the box had put even the slightest dent into the painted blue wood, or move it even a hair from where it sat.

What manner of sorcery is this!?

So agitated and snappishly at the end of his rope was the Commander, that many of the Guard that remained stationed around the blue box were beginning to become concerned.

"Blasting powder, sir?” the unfortunate, olive-colored young pegasus that had been lassoed into taking a new request asked in an honest lack of understanding at the Commander’s latest idea.

“Yes! Blasting powder! Go to the quarry and requisition everything they have! If they have a problem with it, tell them they can take it up with Lord Denarius himself!” Kickback barked harshly, looming over the smaller pony before the pegasus put up his hoof in a salute and kicked off the ground, glad to be on with the assignment and away from the rampaging Commander.

Incompetence… Do I have to think of everything!?” Kickback snarled under his breath, moving towards the doors of the blue box and looking up at it for a moment before turning and bucking the door hard with one hoof out of sheer aggravation.

“Commander Kickback?” a new voice came as a more heavily built, broad-shouldered pegasus in full armor dropped down before him.

“What do you want?” the Commander sneered cruelly. Although, unlike the younger, inexperienced pegasus he had sent away only a few moments before, this stallion did not draw back.

“Castagno sent me to find out what is taking so long, sir.”

The Commander went over some choice words in his head that he would've liked to have with the uppity eggheaded Critique that seemed to think that his position as Graphis Denarius’ lackey meant he had the Guard at his beck and call. Unfortunately, while the Critique were not themselves nobles in title, they did wield a significant amount of pull with any number of the Noble Houses that all attributed to his own commission.

With a huff, the unicorn managed to swallow his irritation and respond in a more relaxed, fluid manner. “Tell the Critique that the transgressors are cornered, but it seems we are having some difficulty in flushing them out of their current hiding place. If he is so concerned, he is more than welcome to come down here himself to assess the situation.”

“I will pass it along, Commander,” the pegasus said, nodding slightly and without any real care for whatever might have really been going on. He was a soldier, merely following orders.

“We have them surrounded.” Kickback rolled his eyes, aiming to reassure the less-than-enthusiastic messenger. “It’s not as if they are going to vanish into thin air.”

Before the pegasus messenger even had time to salute, there was a sudden sound: a deep, bass "thump" that caused the Commander’s ears to perk up. And then... a soft, lyrical sound… almost like a warping and gasping of the air.

As the courier’s bored expression changed to one of disbelief, his eyes going wide and his jaw slack, the Commander found the presence of mind to turn around, just in time to see the blue box utterly fading from view.

As the sound faded and the box disappeared entirely, every guard that had been standing on duty stared at the now empty space. As for Commander Kickback, his eye twitched as he too stood gaping in silence.

Licking his lips, the courier hesitated before asking, “Would you… still like me to deliver that message, Commander?”

-In Transit-

"Doctor!” Twilight protested as the brown stallion moved around the console, with Leonard watching as he pulled on handles and pressed buttons in an almost random manner. “We can’t just leave!”

“Sure we can. In fact, we just did.”

“Um, I hate to point out that we haven’t actually gone anywhere yet,” Leonard interrupted, though nopony seemed to hear him.

“But what about witnesses? There were, what, twenty, thirty guards sitting outside? I thought we were supposed to be keeping a low profile.”

“Oh, my dear Twilight…” The Doctor grinned, pulling a lever and coming to a stop at her side. “You still have so much to learn.”

Drawing a grumpy scowl from the purple unicorn, the Doctor merely moved again towards the door.

“There are two kinds of thinking beings in the multiverse, Twilight Sparkle,” the stallion explained. “Those who resist the impossible and those who embrace it. Now, ponies, like humans and most other species in the vast reaches of reality, usually fall into about a ninety-eight to two percent split along those lines. When faced with something that is beyond their comprehension, the vast majority of reasonable, thinking beings will deny it, run away from it, or all too often simply forget about it. They'll do everything they can to just go on with their lives.”

“So, what? You’re saying everypony else is stupid?” Leonard asked, his own scowl matching Twilight’s as the Doctor beckoned the two of them over towards the doorway.

“Oh, no. Quite the contrary: That is the reasonable, logical, and safe thing to do. After all, it’s a scary and infinite reality out there… so much larger than any single pony or person or thing. You would have to be mad to want to jump out onto that thin wire over the bottomless pit where anything is possible, and risk the dangers that are associated with the unknown and unexplored.”

Twilight and Leonard looked to one another as the Doctor moved to the door, and a slight click of a latch brought Leo to a startling realization. “Doctor, no! The guards--”

Then the blonde stallion stopped as the Doctor pulled the doors inward, and both Twilight and Leonard gasped audibly.

“But then, there is the minority… The two percent,” the Doctor said, taking a step back and out of the way. “Those that see something strange, unexplainable, impossible… and have to look closer. They are the explorers and the pioneers. The visionaries and the travelers.”

Outside the doors of the TARDIS, the sun was sitting heavy in the sky, behind snow-capped mountains that were graced with large, fluffy and solid white clouds the likes of which Twilight had never seen before. Wild clouds that glowed with oranges and purples as the glowing sphere dipped into the west along the mountainous chain. A chilly wind blew into the console room as Leonard moved forward, the unicorn artist unable to resist the need to confirm what he believed.

Upon reaching the threshold, he looked down, seeing patchy clouds obscuring the ground far below as Roan sat behind a solid wall of stone. That same wall rose to encompass the entire area of the city, obscuring the horizon and those breathtaking mountains from the safe, secure ponies living below, who would probably never get the chance to see what the inventor could behold at this very moment.

“And to those few, the world is filled with dangers and wonders that most can never dream of. Incredible, impossible things that boggle the mind and still the heart.”

Twilight smiled at the wonder on Leonard’s face as he settled himself, looking out to see the subtle curvature of the planet itself while shallow tears gathered in the corners of his eyes.

“Doctor?” Twilight asked. She too found the scene beautiful and touching, but having seen the Doctor show off before, and still filled with concern for her friends, she was better able to control herself.

“We’ve moved in space about fifteen thousand feet above the spot we were sitting, well out of range of Pegasus Guards watching for us. Now all we have to do is move around until the TARDIS can get a bead on our friends.”

“But if the problem is getting close, won’t we be too far away at this height?”

“No, not really. They obviously can't be at this height, so it’s an easy matter to turn the focus of the proximity detector into a single beam, like a spotlight going straight down to the ground. We’ll pass over the area and drop in altitude if we have to, watch for the signs, and as soon as we get a trace, we can drop down further and hone in on their location.”

“That… makes sense…” Twilight cocked her head slightly to one side, trying to make sure that what she had been told did actually sound reasonable. “I think.”

“I suppose I should mention that there’s one little problem.”

“What's that?”

“Flight mode tends to… really drain the power. Chances are, after this, we might have enough fuel for one or two more moves in space. After that, we have to get you girls home and the TARDIS back to its static anchor.”

Twilight thought about this for a moment. “What happens if we don't?”

“Do you want the truth?”

“Of course.”

“If we don’t… the TARDIS' fuel cells run completely dry. She’ll starve to death and we’ll be stuck here for the rest of our natural lives.”

“But... it’s a time machine," the lavender mare pointed out, unsure how the Doctor could've missed that gap in his logic. "Couldn’t we recharge, then come right back here to save Applejack and Rainbow Dash? I mean, like, come back a few seconds after we left?”

“No, Twilight. We are already part of events now, and you surely remember how hard it was to nail the correct decade, let alone this specific time and place. If you and I left, we could try to come back to this point and miss it by days… or months… or years. And once we do, we've established that we didn’t come back until that much later.”

“Then... we couldn’t go back because as far as the rest of the world is concerned, we didn’t show up until we first showed up by our perspective,” Twilight followed, her head hurting.

The Doctor nodded approvingly at her deduction. “Now you’re getting it.”

“I am?”

“No, it’s actually a great deal more complicated than that. But let’s go with what you said because that's more reasonable than anything I could come up with,” the Doctor said quickly, drawing a glare from the unicorn, who couldn’t tell if the Time Pony was being serious or not.

“What do you need me to do?” Twilight asked with a slight huff.

“You see the horseshoe there on the console? That’s the proximity detector.”

“Why is the purple light already glowing? Wait, is the TARDIS tracking me?”

“Hey, it was her idea. Each of you have a light so that if you get lost, I can find you. As you can see, it has its uses. She obviously doesn’t want to lose anybo-- anypony!”

“Now you’re getting it,” Twilight commented, shooting the Time Pony a sly smirk.

“I am?”

“No, you still sound like a complete foal.”

The Doctor couldn’t help but share her smirk. “She’s already in a flight pattern, searching. Just watch the lights for me, would you?”

Twilight nodded, moving towards the control console as the Doctor turned his attention to the inventor who was leaning halfway out the door.

“We’re… flying…” Leonard gasped, his first words since the doors opened, having stayed silent while the other two occupants had their little discussion. “We’re flying… in a box… In a blue box... in the sky…”

“You get an A plus for observation,” the Doctor remarked nonchalantly. "So, you’re alright with all this?”

“This is… Wow… This is just… impossible. This machine of yours, Doctor.”

“Impossible things happen every day, Leonard. The question is, which side of the ratio do you fall into?” The Doctor nodded to the console while the tan unicorn leaned over to look down from the door of the TARDIS to the ground far below, to a great gaping chasm in the slate grey ground.

“Doctor, the lights!” Twilight called out.

With a slight smile, the Hourglass Stallion turned his head to see what Twilight was pointing out, as the orange and blue lights on the console had begun to glow.

“If you take nothing else from this meeting, Leonard, take this…” The Time Pony set a hoof over Leonard’s shoulder. “Absolutely nothing is impossible.”

Underground chamber, Denarius Quarry
Outskirts of Roan
5:55 p.m.

Applejack stood in the cavern next to her friend, the now-petrified statue of Rainbow Dash, and glared at the tunnel in the far wall as she had for some time now. Oreo had eventually agreed that to leave right away would likely get them caught by the influential noblepony who just recently left.

She had considered simply dragging Rainbow along with them, but without anything to hitch her up to and no way to carry her, she feared that she could easily drop her friend, and the stone could break off anywhere, causing the pegasus an injury that she would never forgive the farm pony for.

As for what they could possibly do next, the answer to at least some of their questions likely lay down that tunnel.

“Applejack, I’m sure he’s gone from the quarry by now. Likely back to Roan after this much time. Astrolia help us… after this much time, the sun’s probably gone down. If we are going to do anything for your friend, we have got to go and get help. The Guard could--”

“The Guard… That same Guard that y'all said were in that monster pony’s pocket?” Applejack replied with a flat bluntness.

Somepony will have to listen.”

“We won’t have no proof, Oreo. And even if we did go right up and start talkin', what’s ta keep Denarius from jus’ comin’ down here wit' pictures a' us fer his pet whatever-it-is?”

“Well, what do you suggest?” Oreo asked the same question she had some time earlier when she had prepared to rush headlong to face the unicorn that had been moving down the corridor.

“We go in there… an’ find out what we’re dealin’ with.”

“Right. That doesn’t sound at all reckless or dangerous.”

“Never said it was safe.” Applejack smirked to try and ease the tension, something that rather hit on Oreo’s already frayed nerves.

“...Are you enjoying yourself?” the Phrench-accented stallion accused of her.

He regretted it the moment the words escaped his lips, which was about the amount of time it took for Applejack to bolt right up into his face, pressing their snouts together as her eyes narrowed angrily.

Enjoyin’ mahself!? Mah best friend’s done been turned ta stone and Ah don’t know why or even how ta save ‘er! Look around this here room and ask yerself if any goodhearted pony should be enjoyin’ herself when she sees somethin’ like this!” Applejack made no attempt to keep her voice down now, the question having pushed her into a place she didn’t care to be. “These’re ponies! Maybe not all friends or even ponies Ah know, but ponies all the same. An' if we don’t do nuthin’ 'bout it, they’re gonna be sold off like so much apple cider on a hot day so that grey, pampered, brute can swim in his ill-gotten bits!”

Oreo held his ground, not budging an inch as he stood nose to nose with Applejack. “Then think about it, Applejack! How is joining them in here going to help? We can’t just rush into something we don't understand. We have got to be smarter than that. We need somepony that can help. We need--”

“The Doctor...” Applejack pulled back a bit, her anger dissipating as she came to a realization.

Oreo was right. He had been right all along. They needed help.

And she had been so bull-headed and stubborn about not leaving Rainbow behind… feeling so guilty about what had happened, that she felt like she had to solve it right then and there. She had forgotten that it wasn’t just Rainbow Dash and Twilight that she had come here with… There was also the Time Pony.

If he was really all that he set himself up to be, he should be able to fix this... right?

“A doctor?” Oreo asked, tilting his head. “You think a doctor can do any good here?”

“Not a doctor, Oreo… the Doctor,” Applejack corrected him, nodding slightly. “Yeah… yer right, we gotta--”


Both earth ponies went silent in an instant as the echoing noise of multiple hooves came from the far-side corridor. Too many to be just one other pony. Something was coming from deeper in the cavern, and it made Applejack realize that perhaps she had been too loud in her moment of agitation and revelation.

As the echoing increased, it seemed, so did the pace. So many hooves clipping and echoing, now at a full gallop towards them, yet with no light dimming the path as it had with Graphis.

For a moment, Applejack and Oreo looked at one another, then to the exit corridor. They would never make it in time.

Her heart speeding up again as the realization came to her, Applejack dug a hoof into the stone and snorted. When running wasn’t an option, there was one thing that a farm pony was always ready to do.

It was time to get dirty.

As the echoing grew into a loud clamor, multiple hoofbeats echoing off the walls almost loud enough to make the statues shake, Applejack reared back, whinnying in defiance as she charged forward. She attempted to time it perfectly while Oreo, a few seconds behind, followed in her wake.

The two came charging towards the threshold of the cavern as a glob of shadow turned the corner, Applejack slipping around in a familiar fashion as she dug in her front hooves to bring her back legs around, not unlike Applebuck Season, where precision and strength were everything.

"Look out!"




Everything was happening too fast to keep track of, but the first thing that came to Applejack's mind was the fact that she had stopped moving completely. In fact, she appeared to be paralyzed. Had she been turned to stone like the others? Unlikely, since her eyes still worked and she could move her head around, at least.

Turning a bit, Applejack tried to take in the scene and was shocked by the purple aura that had surrounded her body. As her eyes followed her still-extended hind legs, she noticed her hooves only an inch away from a now-familiar brown snout attached to a stallion that looked like he had ground to a halt just in time to avoid having his head bashed in.

Turning her head to the other side, she noted that Oreo, who seemed to have attempted to imitate her maneuver, had gone skidding across the stone floor and barreled into another pony, tangling the two in a heap. This one she had also become familiar with, given his his fancy red beret, which now lay on the floor, and the cape that wrapped itself around his back.

“Oh! Hello, AJ,” came a familiar, somewhat startled tone as the cowpony's unicorn friend moved up beside her, her horn glowing.

“Hiya, Twi… Uh, can ya let me go now?”

“Applejack, when was the last time you had your horseshoes changed? These things look like they’ve been through the ringer, and walking around on all this hard stone can't possibly be good for your legs,” the Doctor commented, and Applejack found herself smiling with relief, in spite of his dry wit.


“…an’ then he just up and left like it was no big deal,” Applejack finished, the two groups having traded apologies, introductions, and stories quickly while the Doctor looked over Rainbow Dash with a serious expression. All through their conversation, the sound of his sonic screwdriver whirring resounded off the cavern walls nonstop. “But how did y'all get inside here? The only exit's that-a-ways.”

“The TARDIS was able to find you, but when we noticed all the guards around the quarry itself, the Doctor thought it would be best to sneak in," Twilight explained. "So we, uhhh…”

Materialized is the word you’re looking for, Twilight,” the Doctor said, still distracted by Rainbow.

“Yeah, ‘materialized’ in the mine. It took us some time to figure out where you were, though. It’s like a labyrinth down there. But then you started yelling and… well…”

Applejack nodded, now grateful for her friends’ timing and feeling more relaxed with Twilight there. If there was danger to be faced, she would rather face it with a long-time friend at her side, no offense to Oreo.

“I never thought that Graphis could stoop to something like this…” Leonard shook his head, looking over the chamber of frozen ponies in disgust. “In spite of everything else he’s done and all of the misery he’s caused, one would think it stopped at the end of the business day. But this... This is above and beyond my worst nightmares.”

“Doctor…” Applejack started, noting the sour expression on the Time Pony’s face. “About Rainbow… Ah’m sorry… Ah couldn’t...”

“It’s not your fault, Applejack,” the Doctor told her sadly. “...It’s mine. We never should have split up. She wanted to do something daring and courageous and I should have known better than to let her go off on her own.”

“...Is she going to be okay, Doctor?” Twilight asked with cautious hope.

“Well, she’s certainly alive.” The chestnut pony nodded, turning his hoof about and casting the glow from his screwdriver across the collection of imprisoned ponies. “They all are. They’re just in some sort of suspended animation.”

Applejack tilted her head. "Say what, now?"

"A... really deep sleep. So deep they don't need to breathe, or eat, or anything like that."

"Ah... Gotcha."

“Well, that’s two theories shot down,” Twilight sighed.

“I don’t understand…” Oreo looked to the purple unicorn quizzically. “What do you mean?”

“The two most likely suspects for this sort of thing are a cockatrice and a basilisk," Leonard spoke up to alleviate the Phrench pony's confusion. "Two monsters that turn ponies to stone with a glare.”

“But cockatrices only turn living things to grey granite stone, and basilisks turn living things to marble,” followed Twilight.

“So?” Applejack inquired.

“So… if they do that to living things and only to living things…” the Doctor finished. “...then how was Rainbow’s armor turned to stone as well? It’s made of metal.”

Applejack looked again and realized that, like Rainbow herself, the encasing body armor she wore was indeed a solid piece of stone that fit snugly over her petrified form.

“It’s not just her, either, Doctor,” Leonard noted, looking around the room in the dim moon-like light. “Look: most of these ponies are clothed. Wool, cotton, felt, tweed, burlap, even jewelry and accessories. All of them… stone.”

“Not quite everything,” the Doctor said, though before anypony could ask him to elaborate, the brown pony stepped down on his "magic device" -- as he had described it to Oreo -- sliding it into the catch on his hoof-band, and pulled himself up on his back hooves, putting a hoof on either side of the Rainbow statue’s head.

“Doctor, what are you--”

“Hush now, Twilight.” The Doctor closed his eyes, pressing the edges of his hooves to the space in front of Rainbow’s ears. “I need to know what she saw in Graphis’ office... Shhh... It’s alright, Rainbow. You’re safe. Your friends are here… I know you’re scared, but everything is going to be alright...”

As the Doctor began to mutter under his breath, Oreo turned to Leonard, apparently the most sane of the ponies gathered. “Is he… some sort of nut?”

“Absolutely,” Leonard agreed, a sense of mild admiration apparent in his tone.

“Are they?” Oreo motioned to the two mares.

“I would think so.”

“Are you?” he inquired, now suspicious of the blonde unicorn as well.

“One can only hope…”

Merveilleux…” Oreo rolled his eyes. “I should have just taken the day off work.”

“Poetry? Yes, I can see it’s bad, Rainbow. But what happened after that?” the Doctor uttered.

“Uh, Twi? What’s he doin’?” Applejack asked, poking a hoof in the Time Pony's direction.

“It looks like a memory link,” Twilight answered, observing his behavior with studious interest. "It’s possible with magic, but very difficult. It’s a way to allow two ponies to see through each other's eyes and relive their memories.”

“And it’s quite difficult when one of the participants is unconscious, Twilight. So, if you wouldn’t mind, a bit of tranquility would… Wait… what is that doing there?” the Doctor said without opening his eyes, getting his call for silence granted as the four ponies watched him.

He then shuddered violently as if a cold chill had shot up his spine, and pulled back, turning suddenly towards the group as his eyes snapped open, slightly out of breath.

“That’s it…” the stallion remarked under his breath. “That’s the connection…”

“Doctor? What’s wrong? What did you find out?” Twilight asked eagerly.

“We’ve got it all wrong. The entire time we’ve been assuming…” The Doctor trailed off, looking around. “…But that’s not what it’s after. It doesn’t care about that…”

“Doctor?” Leonard tried, getting nowhere as well as the brown pony started to pace back and forth, talking to himself.

“But, why? What would it do then? It can’t be a coincidence… unless… Unless there’s something else to it. Another piece to the puzzle…”

“Oh, fer Celestia’s sake, spit it out! What didja find!?” Applejack stomped at the ground impatiently.

“Twilight!” The Doctor seemed to pull himself out of his momentary haze, shouting in the unicorn's direction and causing her to draw back.


“Help Applejack move Rainbow.” The Doctor flicked his hoof forward, pointing it along the pegasus’ stone flank as his device whirred away. With a reverberating crack, the petrified suit of Phrench armor broke off like the shell of a hard-boiled egg and crumbled to the ground, revealing Rainbow's body and cutie mark and causing Oreo to turn away with a huge red blush across his dappled black and white face. “This should lighten the load. Get her, Leonard, and… I’m sorry, what was your name, again?”

“Oreo… Francio Oreo.” The Phrench pony nodded, still trying not to look at the now indecent statue of Applejack’s mare friend.

“Oreo, do me two favors. One: get over it. They walk around in the fur all the time, it’s nothing to get embarrassed about. Two: if you ever have a daughter, name her Milk Ann. Alright?”

“‘Milk Ann’? Whatever for?”

“Just do it. And while you’re pondering that, follow these fillies, they’ll get you out of here.”

His instructions duly given, the Doctor started away towards the tunnel that led deeper into the mine.

“Doctor, where are you going?” Twilight called after him, but the Hourglass Stallion kept going, pausing only to talk over his shoulder.

“Isn’t it obvious?”

“No!” Applejack admitted brashly.

“Well, if Graphis can talk to it, then so can I.”

“Doctor!?” Twilight moved up slightly as he continued to walk away. “Are you crazy!?”

“That's debatable. Next question?”

“But… what’s going to keep it from doing this to you!?” Twilight motioned to Rainbow, who, while now free from the armor, remained still as stone.

“Sonic screwdriver, moral certainty, foreknowledge of what I’m dealing with, centuries of experience, and boundless confidence,” the Doctor listed off without worry.

“But, Doctor…!”

“Twilight, Rule Number Three.” The Doctor didn’t stop, moving now at a faster trot as he disappeared into the corridor, his hoofbeats echoing in the cavern.

Twilight and Applejack deflated a bit as they watched him go, while Leonard and Oreo looked to the two mares curiously.

“What is Rule Number Three?” Leonard asked as Twilight’s horn glowed slightly, straining to lift Rainbow’s heavier stone figure a few inches off the ground so that Applejack could push it.

“Trust him…” Twilight started, walking off to the side while she kept Rainbow firmly in her line of sight.

“...he’s the Doctor,” Applejack finished, setting her shoulder against Rainbow’s hind leg with a controlled shove to move the statue along the floor.

The ponies made it to the entrance of the tunnel, the slight light from Twilight’s magical aura causing the ambient phosphorescence to fade somewhat. The only sounds to be heard were the light steps of their hooves, and the grinding sound of Twilight’s teeth.

“Hey… Leo?”

“Yes, Twilight?”

“Do you remember the way to the TARDIS?”

“Of course I do. Why?”

“Would you mind taking this over for me? It’s just a Feather-Weight spell.”

“Oh… Of course.” Leonard lowered his head forwards, his horn glowing a soft yellow as the aura along Rainbow’s form changed to match.

“Okay." The lavender unicorn nodded appreciatively. "Get them to the TARDIS and stay there.”

Much to Applejack’s shock, Twilight suddenly surged ahead while Leo strained to hold the spell as Twilight had.

“Twi! What’re y'all--”

“I have no idea, but I can’t let him do it alone,” Twilight called back. “Don't come after me. They need you, AJ… and he needs me.”

Without another word back, and still unclear as to what was driving her forward, Twilight took the next turn in the cavern at a quick and steady pace, disappearing from view.


“Brilliant plan, Twilight…” the purple unicorn found herself saying all but ten minutes later, her quickened step to find the Doctor slowed as she strained her eyes in the dimness. “Go charging after him… without realizing which way he went. Great. Pinkie couldn’t have done it better herself... Actually, knowing Pinkie, she probably would've found him faster than you can say 'twitchy tail.' Oh, what were you thinking?”

To be fair, she had started out with a plan, intending to track his movements by patterns of hoofprints in the dust that was sure to be along the mineshaft floors.

Except that there wasn’t any. Along with the irregularly smooth walls, there was a complete lack of anything that one would attribute to a normal mine. No wooden struts or supports of any kind held up the tunnels, which were almost perfectly rounded and large enough for a small herd of ponies to easily move through. And it was clean. So completely clean that it was simply unnatural. Not a trace of stone dust or debris lay on the tunnel floor, and aside from the occasional turn, she could make out no distinguishing marks of any kind along the tunnel.

Whatever had done this, she was sure of one thing: This mine had certainly not been carved by ponies.

After another five minutes or so of trotting in almost complete silence, Twilight Sparkle started to notice the walls growing wider, and dared to hope…


As she turned another corner, Twilight found herself in another cavern, this one much larger than the first one where the statues had been kept, and, while rounded like the one before, looked to be far more cave-like. Large stalagmites were arranged around the floor, stalactites arranged in a mirror fashion on the ceiling, with soft drips of water echoing in an almost musical fashion as the tiny streams running through the area seemed to converge on a small underground lake. This was the only moisture in the cavern however, which, like the rest of the tunnels, seemed almost too clean, the walls smooth and shining.

Then, she saw it.

“Sweet Celestia…” Twilight’s heart dropped as she suddenly rushed forward.

Laying at the base of one of the stalagmites was a pony laying on her side, a mare by the look of it, her body draped along the dry side of a large rock. Fearing the worst, Twilight rushed over towards her, looking her over.

She was about Twilight’s age from the look of it, her coat a stale grey with long, coarse hair that curled at the ends in a shimmering style, as if bits of dust had been caught up in her mane. Much to Twilight’s relief, her chest was rising and falling with her breath as she stirred slightly in her sleep, one hoof and leg tucked under her head while the other was set along the edge of the stalagmite.

“Hey… Hey, there...” Twilight knelt down a bit, nudging the mare lightly with one hoof. “Hey, are you okay?”

“Ungh… What...?” The pony stirred, blinking away her drowsiness as she lifted her head up.

“It’sss alright… you’re sssafe now.” Twilight looked back and around for any sign of movement or danger before turning back to the pony as she seemed to shrug off her sleepiness. So immediate was her concern for the grey filly, she failed to notice the slight lisp that had sneaked into her speech.

“I am…?” The new mare sounded a bit disoriented. “And... you are...?”

“My name’s Twilight Sssparkle. It’sss okay, I’ll get you out of here. I should be able to trace my sssteps back.” Twilight took another look around, her mind racing.

A survivor! She definitely hadn’t expected this. Maybe she had managed to escape… or she had somehow ended up down here after an accident in Roan.

“I sssee...” The pony nodded as she pushed herself up to her hooves. She opened her mouth to yawn loudly while Twilight paced around the stalagmite. “I’m sssorry, have we met? Who did you sssay you are, again?”

“Twilight Sssparkle. I’m… well, I'm here to help. That should be enough. What’sss your name?”

“My name?” The mare sounded a bit surprised as a lock of her rough-textured mane fell in front of her eyes. “It'sss... Marr Bell.”

“Well, Marr Bell, I don’t want to alarm you…” Twilight tried to break it to the mare gently, fearing what might happen if she reacted loudly in this very echo-friendly environment. “…but there’s sssome sssort of monssster loossse down here.”

There was a moment of silence as Marr gave Twilight a sideways look. Her green eyes shimmered in the faint light as she brought one of her front hooves up to her face in shock. “You don’t sssay…”

“It'sss true. And it’sss turning ponies to ssstone.”

“Really?” Marr moved her hoof to her cheek and tapped it thoughtfully. “You know, I think we have met before… Where was it?”

Twilight paused to consider this pony's odd, calm demeanor. Was she simply not getting the urgency of the situation? “Look, Marr, I need you to trussst me. There is a pony here that can help. The Doctor. He’sss…” Twilight stopped abruptly as she felt her tongue rattle against her teeth.

That was weird… What was she doing that for? Come to think of it, she'd been lightly straining her "s" sounds for quite a while, but only just now realizing it.

“Oh, that'sss right... Twilight… I remember now…” Marr suddenly perked up, using both forehooves to illustrate a sudden flailing of limbs.

What Twilight heard next was absolutely shocking.


Twilight drew back a full step as the filly's shrill voice peaked, and echoed painfully throughout the cavern. But it wasn't the change in volume that stunned her. It was the fact that those very words were shouted by Rainbow Dash exactly one day earlier... during the attack on Leonard's workshop.

Wait... Something else came to Twilight's attention just then. Now standing face to face, she took a moment to examine the mare more closely.

Her eyes were noticeably larger than most ponies'; a large green iris centered with a narrow slit. And somehow, she was managing to keep her body level despite the fact that both of her forelegs were up in the air. Actually, they had been for quite some time, and yet, she had never "stood up." She had remained at the same shoulder height as when she had them on the floor.

Twilight pulled her head ever so slightly to the side, looking down along the mare’s body, and gasping at what she found.

There were no back legs. Her body seemed to just keep going… and going… and…

Her concentration was broken when the stalagmite to the side of them shifted suddenly, uncurling…

No… Uncoiling.

“That'sss right…” Marr Bell smirked, pulling her hooves up against her chest in a fashion reminiscent of a preying mantis. Then she leaned forward slightly, a long, round, forked tongue slipping out between her lips to brush lightly along Twilight’s nose as she stood in total shock.

Gaping mutely as her eyes followed, Twilight couldn’t quite wrap her mind around what she was seeing. Marr’s body effortlessly lifted up off the floor, more than a story upwards towards the ceiling of the cavern, and showed the fur of her lower torso giving way to rough, craggy stone skin.

“You sssee, Twilight Sssparkle…” Marr hissed as she looked down, her tongue curling out of her mouth with the rolling "s". “I'm not the one you should be worried about...”

In spite of her sudden, intense desire to flee, Twilight's stiff legs refused to move, as from under Marr’s mane and around the back of her head, two large flaps of skin opened up, forming a triangular hood.


Then she dove forward, bearing down on the unicorn.

Ch. 7: The Last Gorgon

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Chapter 7: The Last Gorgon

Marr's Lair, Denarius Quarry
Outskirts of Roan
26th of Summer, 1491 A.R., 8:29 p.m.


The pony-snake monster dove directly down at Twilight as the unicorn’s eyes went wide with fear, and her ears went flat against her head as she let out an unintentional squeak.

In that instant, with something utterly daunting and terrifying coming down at her almost in slow motion, she realized that this must be how Fluttershy felt most of the time. A gasp now stuck in her throat, the young mare could do naught but cringe as her legs refused to move.

But even as she turned her head away, she felt a deeper instinct override the fear, her horn flaring to light as a charge of deep purple magic crackled from its base.




With her head spinning and stomach churning, wobbling around on legs that felt like jelly, it took Twilight a few seconds to realize what had just happened. At the last possible moment, she had reached down deep into her magical ability and utilized a unique spell that she had at least somewhat mastered some time ago, teleporting across the room and out of harm’s way completely on instinct. She was now a good twenty feet away from where she stood when Marr Bell dove in on her.

Apparently stunned by the flash of light, or simply having been distracted as the unicorn vanished before her eyes, the creature had not stopped short in its strike, her face slamming right into the floor where Twilight had been just a moment before. The pure kinetic shock from the heavy impact rippled up through her stone body as a visible wave going all the way down to her tail, before the snake-like form flopped limply to the ground.

Panting for breath as she tried to regain her bearings, Twilight scanned over the creature from a distance and took in what details she could before it recovered.

There was little doubt in Twilight’s mind that this was indeed the same beast that had attacked Leonard’s shop the night before: a thick, serpentine body at least thirty feet long that was now twisted, rolling over itself, and moving with an impossible articulation that she might've expected from a piece of string or a roll of taffy, but not from any living creature. The slate grey scales covering the lower body were irregular, rough, ugly knobs, chipped and broken away like the stony outcropping on a cliff-side. And towards the end of its body, visible in the faint phosphorescent light, was what looked like an engraving where the cutie mark on a pony might be: a symbolic heart broken into two pieces with a chisel placed between the break.

As she lifted up from the stone, her green eyes spinning slightly and her hood drawn back down, the creature shook its head violently, and Twilight was now able to make out the creature’s pony-like front again. The very top of the snake body blended seamlessly from stony scales to a grey fur coat right where a normal pony’s midsection would be, her shoulders, front legs, and face easily passable as just another pony even though her mane seemed a bit too coarse and rough.

The purple scholar was so entranced by the impossible creature that it took her a moment to recognize its angered hissing as it turned towards her, its green eyes impossibly large as their slit pupils narrowed to almost nothing.

Now recovered, the creature swept its tail around in a wide arc that Twilight followed, realizing she had not transported herself nearly far enough away to be safe. But in spite of the terrified voice in her head screaming for her to run, her legs simply would not move.

Bracing to be smacked aside, Twilight was shocked when the creature’s tail instead bent around her at high speed, forming a solid barrier that rose up from the ground to form a large, enclosing circle. The rest of the monster’s body followed around to lap over itself into a wall nearly as tall as she was before the pony-snake’s front was again set menacingly in front of her, eyes still narrowed threateningly as her thin pink tongue slipped out of her mouth with a hiss.

Leaning in again for what Twilight was certain was preparation another strike, hoping to keep the unicorn properly corralled this time, the beast’s hood began to open again.

And with her shock fading, Twilight Sparkle finally found her voice while the creature started to lunge forward. “GORGON!”

The movement stopped suddenly even as Twilight cringed. Slowly and cautiously, she then opened her eyes to look up at the pony’s face as it transformed from anger to shock, the entrancing emerald irises of her eyes suddenly growing slimmer as her slitted pupils widened and the flaps of skin that made up her hood lowered back to blend seamlessly into her fur.

Realizing the precariousness of her own situation and too uncertain of her surroundings to risk another attempt at the finicky teleportation spell, Twilight pressed the subject as she tried to get a handle on the situation. “I’m right, aren’t I? Gorgon… Child of the Ssstone.”

“You…” Marr Bell turned a bit, eying the unicorn suspiciously as Twilight heard a scraping of stone on stone. The coils of the gorgon’s body were sliding against one another and tightening to close around the pony. “…know my kind? And you sssspeak in Parsssle?”

She was talking, and Twilight realized, the TARDIS was doing its job translating. This was good. If Twilight could keep her talking, maybe she could convince Marr that she wasn’t a threat. Maybe, just maybe, she could get out of this without becoming just another one of the Lost.

Taking a breath and trying to remain calm, Twilight dredged up everything she could remember about Marr and her species. “Y-yesss, I read about them… wh-when I was little,” Twilight explained, still clearly distressed as the pony-serpent mare scrutinized her. “And Parsssle… The sssnake language. I… underssstand it now.”

“Oh, let me guessss. You learned of gorgons in a book of old, half-forgotten Pony Talesss?” Marr drooped bitterly, her tone less than impressed as the coils tightened further, giving Twilight less and less room to move around as she tried to keep from fidgeting on her hooves.

“Oh, no, no, no… Of courssse not.” Twilight could feel the sweat bead along her forehead and horn as she tried to interpret the half-pony’s intent, smiling weakly.

“You’re lying,” Marr stated blankly, her face turning downwards into a scowl.

Twilight’s heart turned to ice as she strained to remember what she had read all those years ago as a filly. “R-right… You can tell that… because you can feel every vibration on the ssstone… from my hoofssstepsss to m-my heartbeat, right?” Twilight stammered a little as the coils grew even more uncomfortably close. “Okay, okay! Yessss! It was a book of Pony Talesss: The Many Mythsss of Early Equissss.”

The encroaching coils slowed to a stop, giving Twilight barely enough room to stand without brushing those grey scales with her tail or front as the gorgon loomed over her.

“And what did this book sssay?” Marr asked, her tone dangerously clipped, but still curious.

Twilight bit her lip hesitantly as she instantly regretted bringing the subject up.

“Well, little pony?” Marr reared back a bit, her head easily two or three feet higher than Twilight’s and forcing the unicorn to crane her neck to look up at her. “I’m waiting…”

“It sssaid… that gorgons were the firssst craftsssponies. The ssstoneworkers of the world. Your kind created the caves, and mountains, and tunnels of all of Equisss.” Twilight did all she could to focus on the positives, remembering every scrap of information that she had long ago dismissed as a simple myth. “That you had been around before mortal ponies, or wolves, or even the dragonsss...”

“Yesss… true… All true.” Marr nodded, and Twilight was almost certain that she could hear a twinge of pride in her voice. “What elssse?”

“That… the gorgons ssseeded the gem fields and cultivated all of the different jewels of Equisss, from the grandessst fire-rubies to the mossst humble of topazes. That before them, preciousss stones were raw lumpsss of rock, lacking glimmer or shine. All of the beautiful gems that we ponies find today… they’re all part of the gorgons’ legacy.”

Marr nodded again, closing her eyes a bit as if savoring the acknowledgment of these deeds.

Although she certainly wouldn’t say it now, Twilight had always considered the Myth of the Gorgons to be one of many "creation" legends meant to explain the natural processes of the world. That the gem fields that dotted the whole of Equis owed their abundance to the crossing of magical leylines hidden deep within the ground, and that same magical aura would have resulted in phosphorescence in particular tunnels and caverns like this one.

The concept of a combined creature that had the head of a pony and the body of a giant stone snake had always been sheer fantasy to her; to be dismissed and cast aside like stories of ghosts and vampire bats and zombie ponies.

Much to Twilight’s surprise, Marr Bell smiled and hissed happily for a moment, looking down with a more friendly manner. “And what elssse? What elssse?” she asked excitedly, her tone eager.

As Twilight wracked her brain, she found herself far less eager. “Uhhh… Well…” The unicorn rubbed her right leg with her left hoof. “You know, thossse kinds of booksss really shouldn’t be consssidered ‘highly’ accurate…”

Marr’s expression fell flat at Twilight’s hesitance.

In the blink of an eye, she grunted as she felt herself wrapped from the midsection down, solidly held in the rough, stony coil of Marr’s tail. Her body firmly held, the gorgon seized her and brought the purple unicorn up almost snout to snout with an ease that spoke volumes of the sheer strength that lay in that stone body. She wasn’t squeezing or constricting; merely holding Twilight’s weight with a snug, effortless ease. But it was still quite uncomfortable as the young unicorn felt the odd ridges and knots of stone press into her legs, flank, and midsection.

“What… elssse?” Marr demanded, her tone indicating she planned to book no argument.

Twilight looked away suddenly, feeling trapped by more than just the gorgon’s coils. She knew that the entry about gorgons wouldn’t go over well, but upon learning that the incredibly sensitive "tremor-sense" that was attributed to them was a confirmed fact, she knew that trying to cover it up would likely enrage her hair-trigger moods just as quickly.

“Just ssso you know… it was obviousssly quite wrong,” Twilight started, trying to get a look around. Maybe she could use her teleport spell again and run for it, if she could just focus and get a line of sight to the exit. Unlike with Ponyville, she wasn’t familiar enough with this place to simply do a blind jump. There was always the danger of recreating what had happened with the TARDIS and that wall in Burr Glen, except this time it would be her own body ending up trapped in the rock.

What did it sssay!?” Marr jostled her a bit, enough to keep the unicorn from looking away.

Twilight gulped at the dangerous tone from the obviously dangerous creature, but managed to keep her wits about her. If she was certain of anything, she knew that Marr wasn’t going to like what she had to say next.

“It sssaid -- and I don’t agree with thisss in any way -- that gorgons created sssuch beautiful things because they were incredibly… um… ill-favored...?” Twilight squeaked out, trying to avoid using the "obvious" word for the classic gorgon description.

“Ill-favored... being the polite term for ‘ugly,’” Marr hissed, which caused Twilight to cringe even more, and she took the slight squeeze from the gorgon’s tail as a directive to continue.

“And that they c-could… turn p-ponies to ssstone… ssso that they could…”

“Ssso they could…?” Marr’s eyes narrowed, daring Twilight to finish the description.

Trapped and at the end of her rope, Twilight could feel her heart pounding in her chest as fear settled in. “...g-gobble them up… like... rock c-candy.”

Much to Twilight’s surprise, rather than lash out in rage or laugh malevolently as she had expected, the gorgon named Marr Bell deflated with a disappointed huff, shaking her head. “Of courssse.” She shrugged bitterly. “What elssse would a monssster do?”

For a moment, Twilight’s fear abated, allowing her to look straight up to the pony’s face without considering what was attached to the mare’s backside.

She looked… hurt. Pained by the description.

“I… I didn’t mean that…” Twilight stammered slightly in apology. “I mean… you… don’t eat ponies… right?”

“Oh, no. I prefer gems and cryssstals… but I'm sssure you didn’t mean anything by it.” Marr hissed menacingly, the pained expression quickly taking on an angrier shade. “Little pony magician hunting monsssters in the deep, dark cave, trying to be a brave hero. I’m sssure you’re not just sssaying what you can to sssave your own hide.”

“Marr Bell, please…” Twilight implored, using the gorgon’s name for the first time since she had realized her true nature.

This attempt to speak earned her a painful squeeze from the coils as Marr reared back, causing her to wince as panic once again took root while the gorgon loomed over her.

“You came down here expecting a monssster, little pony!” Marr hissed, the folds along the back of her neck opening up. “...Far be it from me to disssappoint you…”

Twilight struggled against the tight stone coil, her legs now kicking frantically as she ignored the biting edges of the rough stone against her body. Looking up fearfully, Twilight took note of the gorgon’s hood opening completely.

“Sssleep tight, Twilight Sssparkle…” Marr’s tone was downright venomous as she bore down, causing Twilight to wince and pull away.

There was no escape this time. Of this, she was certain.



Darkness enveloped Twilight, and for one terrifying moment, she was convinced that she had joined Rainbow Dash among the "mobility challenged."

Then she felt the weight of something over her head. Something tough and pliable, like a blanket or a sheet that draped down over her horn and shoulders to completely cover what wasn’t grasped by the coils of the gorgon. And as her ears perked up, it was obvious she was not the only one surprised.

“What is thisss!?” Marr’s voice came, the coil around Twilight’s midsection loosening out of sheer bewilderment.

“Ooooohh, so sorry!”

Twilight’s heart jumped at the voice; one she had become all too familiar with over the last few days.

“Well, you did mention pony magicians, so I thought I would try my hoof at it. Seems that I messed up a bit, though… Somehow I thought this would be easier than pulling a rabbit out of a hat. Oh, well, Sigfried always did say I was hopeless when it came to stage magic. Roy had high hopes, but I suppose it can't be helped, eh?”

“Doctor!” Twilight gasped, unsure what was over her head and raising her hooves to try and pull it off.

“Do hold still for a moment, Twilight. I’m trying to remember the rest of the trick,” the Doctor said casually.

Hold still!? She was being held in the air by a gorgon and he wanted her to hold still!? What in Celestia’s name was he up to this time!?

“How can it…?” Marr’s voice came out with surprise as well.




Through the dense fabric, Twilight could see a bright, multicolored light, likely blinding from its intensity, but barely permeating the thick material that was sitting over her head. Still, much to her relief, she was moving, and so was the drape, indicating that neither had yet to share the fate of Rainbow or the Lost.

“Oh, how careless of me! I almost forgot the magic words: Accio Twilight!”

There was a moment of pregnant silence, and Twilight could feel the stone coils loosen even further, likely as Marr struggled to make sense of what was going on.

“Hmm, yeah, you know what? I’m not cut out for this. Perhaps I should leave the real magic to the professionals, don't you agree, Twilight?”

Real magic? Twilight thought. Then the bit dropped. Real magic!

Twilight clenched her eyes shut, her horn starting to glow as she focused as hard as she could on the direction of the Doctor’s voice.


Twilight vanished in a burst of purple magic, the gorgon’s coils suddenly grasping thin air as Marr looked around in confusion.


And a split second later, her prey had reappeared closer to the exit in a similar burst of light.

The covering still over her head, Twilight spared a moment of her concentration to praise the feeling of solid stone under her hooves, before reaching up to take the blanket off of her front and looking around wildly to get a grasp of the situation.

“See?” The Doctor grinned, standing right next to her. “Got to let the professionals do their thing.”

Now yet another twenty or thirty feet away from Marr, who remained curled and coiled as she had been holding Twilight, the Doctor stood with an easy confidence in the face of the large creature that had Twilight in her clutches only a moment before. But just as strange, Twilight realized, was the fact that the Doctor was now standing next to her entirely furclad, save for the hoof-band that stayed wrapped around his right foreleg.

“Doctor, ssstop foaling around! We should be running!” Twilight recommended frantically as she watched Marr’s shock turn to anger, her eyes again narrowly slitted.

The Doctor put his right hoof to his chin, tapping it thoughtfully. “Not quite yet. Oh, and you seem to have a bit of an accent slipping through.”

Accent!? Doctor, now is not the time to worry about--”

“HISSSSSSSSSS!” The gorgon began to uncoil herself and prepared to dive forward.

As Twilight took a step back, her reply caught in her throat, the Doctor whipped his hoof out with a flick,



Marr fell back, her eyes clenched in pain as her serpentine body spasmed and seemed to lock up, causing her to thrash backwards so violently that she impacted a stalactite on the ceiling before dropping to the ground.

“So sorry about that. Truly, I am. But you seem to be just a tad emotional right at the moment, so how about we all just take some time to relax?”

“Doctor, it’s her. She’s a--”

“A gorgon. Yep, I heard most of it.” The Doctor nodded, stepping down and clicking the sonic screwdriver into its catch.

“Then what took you so long?” the unicorn asked through slightly clenched teeth.

“Timing is everything, Twilight. Besides, do you have any idea how hard it is to throw that accurately without fingers? Very, that’s how hard.”

Marr Bell hissed a bit as she shook the stars from her eyes, looking up towards the two ponies with thinly veiled agitation.

“You!?” Her forked tongue slipped between her lips as she tasted the air, her tone confused. “I know your voice. You are the one from lassst night. The ssstrange one. The pony whossse heart pounds like drums.”

“That’s hearts, plural. And that’s not a very nice way to describe someone: ‘strange.’” The Doctor feigned an insulted expression. “Couldn’t I be the handsome one? Or the talkative one? Or, how about just the well-dressed one?” The chestnut-colored pony smirked and looked down at himself while Twilight caught her breath. “Well, I suppose that doesn’t apply to me right now, in any case. I sure hope Rarity doesn’t hate me for this…” He nodded towards the large cloth on the ground, bringing Twilight’s attention to it for the first time now that things had settled a bit.

It was not a blanket or a tarp as she expected, but a strangely stretched brown material, like a swath of unstitched laundry that had been spread out, stretched, and peeled open to more than triple its size. It took Twilight a moment to realize that it was, in fact, the Doctor’s coat. Formerly, that is, as it was obvious by its state that he was never going to be wearing it again.

“But she was going to… I thought that clothes were affected too,” Twilight stammered, looking herself over and making sure that no part of her fur or flesh had started turning to stone as a delayed reaction.

“Clothes, yes. Clothes and metal and jewelry and all sorts of things, am I right, Marr?” the Doctor hypothesized. “Anything and everything that a pony might have on him or her, from weapons to trinkets to a trained attack-mongoose. That’s all stuff you can handle, isn’t it? Anything that might be a threat.”

The gorgon curled up defensively, watching the two ponies with a mix of curiosity and concern.

“Well, almost everything… with a few tiny exceptions. Like, say for instance, a gold-painted laurel: a still-living bit of wood and leaves set for sake of decoration. Or the walls of a shack that you simply can't get into without breaking something. Or, just for the sake of argument, a fabric made out of Harsh Tree pulp. Thank you, Rarity!”

The Doctor smiled as the gorgon drew back further, now obviously disturbed.

“Living miles and miles from the nearest forest. And now, we know why. Because that little trick of yours might work on ponies and flowers and grasses and all manner of inanimate things. But wood? Nahhh… That’s why you’re all the way out here in the middle of this enormous mineral deposit, isn’t it? Nothing but a light sprinkling of topsoil where the rocks aren’t simply laid bare. Not enough for big ol’ trees. Or, more importantly, the sorts of dangerous things that live in and around those trees, am I right? Because for something as intimidating as you to want to avoid them… No wonder you’re afraid.”

“Hissssssssss...” The gorgon puffed herself up at the perceived insult, but her attempt at posturing was plainly obvious, and now that Twilight had a moment to collect herself, she wasn't nearly as affected by it as before.

“Oh, come, come, now. We both know you’re more intelligent than that, so let’s just settle down…” The Doctor nodded slowly, remaining perfectly calm as he sat back on his haunches. “...and talk like three normal, rational beings, shall we? Go on, Twilight. Sit down.”

Twilight gave the Time Pony a strange look, unsure if he was simply mad or being clever. Or, quite possibly, both. Then she followed his example and sat herself down on the floor, trying to ignore the soreness all along her backside from where Marr had grabbed her before.

“See? This is us, being reasonable,” the Doctor said, smiling disarmingly. “Now, then… How about you tell us what you are doing here?”

The gorgon turned her head to the side, glaring at the brown pony as if he had insulted her. “What am I doing here? What kind of quessstion is that!? I live here! Thisss is my bedchamber!”

“Conveniently located under a working quarry?”

“Of courssse it is! Thisss is my quarry!” Marr hissed indignantly.

“Yeah... Kinda hate to break it to you, but I think the ponies in the city would tend to disagree.” The Doctor’s smile faded a bit. “Is that why you’ve taken to collecting them like trophies?”

“HISSSSS!” Marr slammed her tail down against the stone violently as she surged forward, then ground to a halt as the Doctor raised his hoof in a more threatening manner, again showing the small device cradled in the hoof-band. “I am not collecting them! Thisss is my home! My ssstone!”

“And, what? They’re trespassing?”

“What? No… it’sss not… Thisss is my ssstone! I have been here sssince long before the ponies built their city! Sssince before they even knew thisss land! I hatched and grew here! I know what it’sss like here!” The gorgon coiled up defensively, growing more flustered by the moment as Twilight remained silent, wondering at the implications of Marr's admission.

Something just didn’t add up. Roan was centuries old by the age of Leonard DiHoovsie. To think that Marr Bell had been here all this time...

“If you grew up here, then where is your family?” the Doctor asked, his tone taking on a softer edge than Twilight would have thought the situation called for. Marr recoiled slightly as her slitted eyes narrowed angrily at the Doctor, and his tone moved from inquisitive to gentle. “Marr… are there any other gorgons here?”

“Thisss is my home…” she repeated, becoming all the more withdrawn. “We were here before the ponies… We were here when the griffins came. And after they had gone, I remained!”

“Griffins?” The Doctor tilted his head to the side as he inquired. “What do the griffins have to do with this?”

“WE WERE HERE FIRSSST!” Marr lashed out in anger, a very pony-like snort of breath ending what would have been a hiss. “My colony... We were all that was left. The lassst of usss… Thisss was our quarry. We came here to find peace… The only place left where we could get away from the monsssters. Far from anything that grew from the ground, and far from the ponies' cities. I was jussst a hatchling when the Eagle-Lions came down from the mountains...”

Marr settled backwards, her stone tail instinctively drawing around one of the nearby stalagmites and gripping it tightly. Hers was a sort of speech that Twilight recognized. Words flowing like water from a breaking dam, it was the same sort that she had fallen into the last time she saw the Princess and told her about her newest friend. It was heavy with emotions that were simply too powerful to cover up.

“They feared usss. Hunted usss for sssport. Ssspears and talons and beaksss… And we were the monsssters!? We jussst wanted to be left alone!”

The Doctor’s expression faltered for a moment as Twilight looked between them. She wasn't afraid anymore, as the creature that had attacked and held her before seemed to choke up on her own words. Even now, Marr Bell lowered her head and turned away from the two ponies, her eyes shut tight as she struggled to fight back tears. It was a sobering sight.

Tears… Twilight wondered... Could gorgons cry?


The answer was a resounding yes, she would come to find out, as Marr drew her hooves up to cover her face, trying to regain her composure. A painful, stifled sobbing was now the only sound present in the open cave, as shimmering, pearly white tears started running down the edge of her snout.

Twilight was astounded at how the Doctor had so easily managed to get through to her; to break down her armor of pent-up emotions in order to reveal the tenderness lying just beneath that scaly exterior.

The Time Pony stood slowly, taking a few steps towards her. “This isn’t what you want to hear... but I know how you feel,” he said simply.

The gorgon’s eyes shot open; brilliant green irises with a barely visible black slit as the gleaming tears welled up around the rim. In an instant, she shot forward, hissing angrily and causing Twilight to jump back, fearing perhaps that gorgons and crocodiles shared some tactics in common.

Marr came up just short of the Doctor, who stood impassively before her monstrous form as the pony-serpent brought herself almost nose to nose with him, all but snarling in a burst of anger.

“YOU KNOW NOTHING, PONY! NOTHING!” she screamed, her voice grating like chalk on stone. “Your herds run the plains from sssea to sssea, from north to ssssouth! You build your cities and beat back the monsssters with walls and weapons and magic! Your kind can’t even begin to underssstand!”

For a moment, the Doctor silently stood his ground, not even twitching as the gorgon bore down on him.

“I know better than any other creature you will ever meet, Marr Bell,” the stallion said in a low tone. “I know the crushing weight it puts on the heart to be the last of your kind. I know the emptiness that makes you want to lash out at everything that causes you pain, and the sorrow that comes when it is all over.”

The gorgon drew back from his words, but the Hourglass Stallion didn't let up, and he stepped forward to maintain their close distance.

“And I know, all too well, what it means to be alone… Truly and completely alone in all the cosmos,” he continued. “And that is why you have to believe me, Marr. I can help you… but this has got to stop. You can’t take out your anger on innocent ponies.”

“I’m not… That'sss not true...” The gorgon turned away, trying to hide her face behind her coarse mane.

“All those victims in that chamber up front would beg to differ.”

“You don’t underssstand.” The pony-serpent turned toward the stallion, her tone now pleading. “I’m sssaving them.”

Now it was not just Twilight who recoiled in shock and surprise, but the Doctor as well. “Saving them?” The Doctor’s tone took on a layer of curiosity. “Saving them from what?”

“From the griffins!” Marr explained quickly. “The ssstone from my quarry isn’t enough anymore. If they don’t get their trophies, they will come down on the city and take them by force! I know what they are capable of! The ponies wouldn’t ssstand a chance!”

At this news, the Doctor turned to Twilight for clarification, but she just shook her head in disbelief.

“Griffins are very aggressive, and ponies don’t usually get along with them, especially right now. But we're not the type to pay ransoms just to avoid conflict,” Twilight explained quickly to the Time Pony. “Roan's walls aren't for show, Doctor. We don’t enjoy it, but when threatened, ponies will fight back.”

“Marr… who told you all this?” asked the Doctor.

“Another pony… Graphisss... His name is Graphisss,” Marr explained, wiping her eyes as she nodded, hoping that she could make them understand.

“Somehow I knew you were going to say that...” The Doctor shook his head disappointingly before the gorgon continued.

“It is his city, after all. After the griffins attacked the quarry, he found me… and told me about what they were doing.”

“Attacked the quarry? Marr, griffins haven’t ‘attacked’ Roan since it was built.” Twilight shook her head, remembering back to her studies on Pre-Equestrian history. “They gave up this land centuries ago and withdrew to the mountains. Any skirmishes that do occur happen far to the north of here.”

“Don't try to trick me, Twilight Sssparkle. I was here when it happened!” The gorgon set her hooves to her sides indignantly. “They used terrible new weapons that shook the ssstone and earth… I sssaw the injured ponies. If we didn’t give them what they wanted, the griffins would have used their bombs on the city! I couldn’t jussst ssstand by and let it happen again!”

“And Graphis was the one who told you this?” the Doctor asked calmly, putting the pieces together.


“And you believed him!?” Twilight’s eyes were wide with horror, and her exclamation served to cause Marr to draw back slightly.

“Why wouldn’t I?” Marr seemed honestly surprised by the question. “He came up with the plan to sssave your city. Everypony is put into a lottery and picked at random; no favoritesss. When the griffins commission ssstatues, I move into the city and put them to the ssstone sssleep. I then pose them and make them as the griffins want, ssso they will be appeased. Of courssse, the city ponies would never underssstand, ssso we had to keep it a sssecret… But it hasss to be done, for the greater good! Nopony elssse underssstood like he did… That I could help, that I could do sssomething! Ssso I could prove that I wasn’t…”

Marr trailed off, turning her head away with what Twilight assumed to be shame as the scholarly unicorn herself was aghast at what she'd heard. “That's… That’s monstrous…”

Her comment drew a pained hiss from Marr, causing the Doctor to frantically wave a hoof to get get attention.

Twiliiight… Ix-nay on the onster-may…” he said through grit teeth, before returning his attention to the gorgon. “Marr, she doesn’t mean you. You have to understand.”

“I’m not sssurprised…” The gorgon’s tone started to grow agitated again. “I’ve done nothing but try to help, and you ponies ssstill don’t sssee me as anything but a monssster… I don’t like that I have to put them to sssleep, but don’t you underssstand? It’sss the only way to sssave the ressst of them.”

“Marr Bell…” The Doctor stepped forward boldly, speaking steadily as he tried to recapture the pony-serpent’s attention. “There is no imminent attack. The griffins are not threatening Roan… Graphis lied to you.”

The gorgon hissed at the accusation angrily, but the Time Pony continued, regardless.

“The ponies you’ve ‘put to sleep’ are not being sent to the mountains; they're being sold and traded to other pony cities. Graphis is claiming he carves them from the stone himself. He’s taking credit for your work in order to make money.”

“Money?” The gorgon tilted her head innocently. “What is ‘money’?”

Twilight caught the Doctor’s eye as they shared a knowing glance. “Marr… before us, have you ever spoken with anypony other than Graphis?” she asked.

The gorgon turned away, slightly embarrassed. “N-no… Other ponies run or hide if they sssee me... Graphisss is the only one who doesn't.”

“I know it’s hard, Marr…” The Doctor took another step closer to her. “...but you have to know the truth. Graphis is using you for his own benefit. The ponies you put to sleep are not random; they're ponies that fit the description of the commissions Graphis gets, from other ponies who want to buy them as statues.”

“No...” Marr shook her head violently, tears welling up again. “That… That’sss not true… Graphisss wouldn't lie to me. He never lies... I can tell... He...” She trailed off as she raised one leg to wipe the tears from her eyes. “He cares about me…”

The Doctor looked down, hating the fact that he had to be the one to do this. “Marr, you can feel our pulses through the stone, correct? Then you must know that I’m telling you the truth… Now, I’ve met Graphis Denarius, and I can tell you right now that he doesn’t care about anybody but--”


“Anypony but himself…” He glared back to Twilight, who shrugged, having corrected him out of sheer habit. “We can go right now, the three of us, to Graphis’ studio… and get the truth directly from him. You can see for yourself what he’s doing, and know that you are absolutely right…”

Twilight paused for a moment in between the Doctor's words. She could have sworn she'd just heard something, but couldn't quite place it as Marr's puzzled expression turned towards the brown-furred pony.

“You are not a monster.”

Twilight’s ears perked up, looking back at the tunnel leading out of the cave as the Doctor held Marr’s attention. Was that… clopping she could hear?

Meanwhile, the gorgon looked down and away, tears rimming her eyes again as she couldn't help but listen.

“Marr Bell, Trust me.” The Time Pony nodded, his tone calm and assuring as he extended his left, non-hoof-banded hoof to the pony-serpent. “I’m the Doctor, and all I want to do is help.”

“Doctor, I think…” Twilight whispered quietly, although the Doctor kept his focus on the gorgon.

Marr stayed back hesitantly, her hooves remaining folded back towards her chest as she closed her eyes, and by all appearances seemed to be concentrating on something. Then, with a breath, they slowly opened back up to reveal round, wide pupils framed by her sparkling emerald irises. Gently, she extended one of her legs in front of her, towards the Doctor's still-outstretched hoof.

Then, the sound of hooves on stone that Twilight had been focusing on grew into a louder echoing that caught both ponies’ and the gorgon’s attention. With a start, Marr looked up and past the Doctor, to the source of the sound just as it came into view.

“Twilight? Doctor?”

It was none other than Leonard, darting into the larger cavern chamber and suddenly grinding to a halt upon catching sight of the scene. “What are-- By Astrolia's Light!” the yellow unicorn stammered, looking up in awe at the pony chimera that sat coiled up in the center of the chamber.

“Leo!?” Twilight got up to her hooves in shock. “What are you doing here!?”

“Looking for you two! What on Equis is that thing!?”

“The Bomb Maker!" Marr pulled back with a frightened hiss.

“The what maker?” Leonard tilted his head in puzzlement.

“No…” The Doctor turned back to Marr, realizing the severity of the situation as the gorgon reared back on her serpentine body. Her expression of cautious hope was gone; replaced by a seething anger, and eyes that were little more than paper-thin slits. “No, no, no!”


The Doctor dove to the side just as Marr struck down at him with her tail, the impact leaving a solid dent in the stone as if it were molding clay.

“DOCTOR!” Twilight cried out in horror as she too stumbled back.


Even as he tried to scramble to his hooves, the quick-moving gorgon was already upon him, the brown stallion turning as he made out the unmistakable silhouette of her unfolded hood.

“Get away from him, beast!” Leonard warned the creature bearing down on his friend, as his horn began to glow a pale yellow.



A bright yellow flash filled the cavern for a moment, dampening the natural illumination and causing the gorgon to pull back suddenly as she shielded her eyes with her forelegs. Taking his chance, the Doctor bolted towards the entryway at full gallop before a new sound brought his attention upward...

*Crack-crackle* a stalactite broke loose from an impact with the magical bolt Leonard had aimed above the pony-serpent.

“MARR! LOOK OUT!” The Doctor called out in warning.


Too late, it seemed, as the gorgon’s tail was caught under the weight of the thick stone, pinning her to the floor. And to add to the dire urgency of the situation, the cracks that had begun at the edges of the stalactite spread across the ceiling like a spider’s web...


...and began to collapse.

“CAVE-IN!” Twilight shouted, quickly scooping up the Doctor’s torn-open coat, throwing it over her back, and rushing over to push Leonard, who was standing petrified with fear, towards the exit. “Leo! We need to go, now!”

Following in their hurried steps, the Doctor quickly caught up, the trio rushing for the exit as the ceiling came crashing down. Making their escape from the avalanche of stone, a plume of dust and debris jettisoned into the tunnel just as they made it past the threshold to safety. But though they were safe from being utterly crushed by tons of rock, they still continued to run for at least another thirty seconds.

“Astrolia help me…” Leonard panted as the distance between the three of them and the chamber grew. As time passed, the sounds of crunching rocks and the vibrations in the walls and floor devolved to barely more than a low rumble. “I was just trying to slow it down… I didn’t mean to… I didn’t think that it would… Oh, Astrolia, I’m so sorry…”

“It’s alright, Leonard.” The Doctor shook his head impassively, taking little note of the shocked, distressed tone of the artist pony. “No use crying over spilled milk at this point. What’s done is done. Thank you for assisting in getting our hides out of there unstoned.”

Twilight looked to the Doctor in shock. After everything he had said, after all of that, he was okay with this?

“Alright!? Doctor, that was not alright!” Twilight all but shouted as she slowed to a trot. “You were talking about how she was an innocent victim in all of this, and then we just left her behind to be… to be… AGH! What’s wrong with you!?”


“I don’t know how things work in your universe, but what just happened here was absolutely unacceptable! The last gorgon, buried under a pile of rubble! And nopony will ever know!? THIS IS NOT ALRIGHT!”

“Twilight, she’ll be fine.”

“If that is how you treat everypony you come across, then you can just forget about us coming along with…” Twilight put on the brakes mid-rant. “...Fine? What do you mean? She was just buried alive!”

“In a cave-in, yes. Twilight, haven’t you been paying attention?” The Doctor quickened his pace again and sighed when Twilight gave him a baffled look. “Marr is absolutely enormous. How do you think she’s managed to get around the city without being noticed? How does she disappear without a trace and then appear between Leonard and a wall? How does she slam herself into solid stone walls back at the Mare’s Rest and in that alleyway without chipping or cracking them, without so much as denting the material? How does she pull herself into the top floor of Graphis’ studio to turn Rainbow to stone and then bring her all the way back here without anyone noticing? How does she keep the wall and floors of her home perfectly smooth in spite of her scales being all rough?”

“Slow down, Doctor. You are giving me a headache,” Leonard asked from under the barrage of questions as he held a hoof to his forehead.

“It's all because stone isn’t a solid to her. That is how she poses the pony statues. She molds them like clay and puts them any-which-way she likes. When she attacked me back there with her tail, the stone didn’t stay rigid and break under her weight; it dipped and turned into a groove. She doesn’t slither around on top of the stone...”

The Doctor and company rounded a corner just then, the TARDIS sitting at the far end of the corridor with the lights from her windows shining like a beacon in the gloom.

“...she swims through it. That's what I missed before, and then realized in the TARDIS. She alters the density of the rock and manipulates it to her liking! And because the entire city is made of stone, she could go anywhere! Into houses and around buildings! Through walls and under the streets with complete impunity!”

“Everywhere… except your workshop, Leo!” Twilight picked up, remembering what the Doctor had said when he first appeared in the gorgon’s chambers. “Wooden walls on all sides. The ceiling, the floor, even the door was made of wood, remember? Miss Keeper said that she was glad what happened didn’t scratch the inn. It broke through the wall facing the inn, but didn’t do anything to the outer wall of the kitchen!”

“So that mean's she's still alive!" The fact that he had not caused such terrible harm on another living creature brought a sensation of relief to come washing over the tan stallion... before it was swept away just as quickly by the terrifying implications. “...Oh, no..."

His revelation was given form mere moments later as they approached the TARDIS, when a grey pony shape burst through the wall in front of them as easily as if she had been diving out of a pond, trailed by a large serpentine body.


“MARR! WAIT!” the Doctor tried to reason with her…


…to no avail as the gorgon dove right for Leonard. The artist managed to just barely duck under the attack with a burst of speed before the well-articulated pony-serpent turned over on itself.

Seeing few other options, the Doctor reluctantly raised his hoof with a flourish and pointed it at Marr.


“THAT’SSS NOT GOING TO WORK ANYMORE!” the gorgon hissed in an angry shout. It was sheer animosity that allowed her to plow through the sonic screwdriver’s emission and bring her tail up and around with an obvious intent to sweep the three ponies aside in the confined space of the corridor.

“How about this!?” Twilight called out, her horn aglow as an aura surrounded the fabric that she had set down over her back. With a flick of her head, she sent it flying into the air and perfectly onto the gorgon's front.

“WHAT!? HISSSSSSS! GET IT OFF ME!” Marr cried in surprise as Twilight’s horn flared to life again. This time, a thin, smooth line of solidified light manifested out of nowhere around the gorgon, which suddenly seized and wrapped itself around the pony-serpent’s covered midsection before tying into a knot.

“Hurry!” Twilight directed as Marr thrashed from side to side, slamming her flank into the corridor carelessly while she was effectively blinded and restrained. The three of them could make out the outline of her hood as it flared open, stretching the tough Harsh Tree material without tearing it. “That won’t hold her for long!”

“INTO THE TARDIS!” the Doctor ordered, rushing forward as the gorgon brought her tail up an an attempt to fit it underneath the unpetrifyable material in order to pry off the magical tether. Throwing his shoulder into the door, the TARDIS' console room burst into view just as the three ponies heard a loud snap.

Twilight and Leonard managed to scramble inside the time machine right before the Doctor threw the door shut and turned the latch to lock it.

“Okay! That could have gone better!” The Time Pony turned and started inside, leaving the two unicorns panting and out of breath behind him. “Quick thinking, Twilight. You've bought us some time, and now we can…”

The Doctor stopped as he came up alongside the black and white dappled pony that stood on the center platform, eyes wide and straining, staring off into space as if trying to fit the entire room in his field of vision.

“Its… It’s… It’s… It’s…” Oreo stammered under his breath like a broken record.

“Hey, Doctor, what happened ta y'all? Where ya been?” Applejack asked, standing next to Rainbow’s still-petrified form near console. “Ah think yer box broke Oreo. He’s been doin’ that since he walked in.”

“Yeah, that happens sometimes. Don’t worry, I know just the remedy.”

The Doctor shook his head, amused. Then, he raised one hoof and swatted the Phrench pony hard across the rump, causing Oreo to start forward with a yelp. “BIGGERONTHEINSIDE!”

“And now that we’ve got that out of his system…”

“Doctor, what about Marr? We’re still sitting inside her cave!” Twilight pointed out urgently.

“Marr? What in tarnation is a ‘Marr’?” The cowpony stepped forward, very much in the dark as to what was going on.

“We’ll explain shortly, Applejack. And Twilight, need I remind you that that door held up against close to three dozen ponies, battering rams, and, in a pinch, can take the full brunt of a supernova? And the outer shell is wood, which is perfect, considering what we’re up against. So while we're in here, we're perfectly safe.”


The TARDIS churned suddenly as a violent impact sent everypony on their hooves tumbling to one side, along with Rainbow's petrified form...


...before a second impact sent her nearly crashing to the ground onto her opened stone wings. She was only barely caught in time by a yellow aura that Leonard strained to maintain as he kept his grip on the guardrail.

“What's happening!?” Twilight cried out, her hooves slipping on the smooth floors of the TARDIS as the room tilted precariously.

“Okay! New information: One angry gorgon is at least as strong as, oh, four… maybe five Weeping Angels.” The Doctor shuttered a bit at this revelation. “This is quite unexpected.”


The TARDIS rocked again from the force of impact as a shower of sparks burst from the vine-like wires below the glass floor, indicating that the blows were having a very negative effect on the time machine. The Doctor fought to pull himself towards the console, using two hooves to push himself up and grasp a pulley in his teeth, which he then pulled down on.


Marr Bell brought her body down hard against the side of the blue box, her sides heaving as she tried with all her might in order to break the blasted thing open and get at the ponies hiding inside.

She had never seen anything this tough before. Hitting it with all of her weight and strength only just barely made it tilt to one side or the other.


The burst of colored light from her hood washed over the blue structure, and yet it remained unaffected. This only added fuel to the rage that burned through the gorgon at that moment as she brought her coils back to slam into it again in spite of the growing pain up and down her spine.

But before she could bring down the next attack, a loud "thump," followed by a soft, lyrical sound, filled the corridor, causing her to twist around expecting to find some other intruder in her home.

Then she turned back to see the box slowly fading from view right before her eyes.

“NO! GET BACK HERE, YOU!” she cried out in fury as she threw herself forward, attempting to grab onto it, but her sizable form caught only air as the damnable box faded completely from view and the mysterious sound echoed off into silence.

HISSSSSSSSSSS! AAAAAGH!” The gorgon thrashed about, her coiled tail tearing grooves into the corridors as she slammed herself back and forth on the spot where the box had stood. Outrage and adrenaline dulled the pain as she carved a deep scar into the floor of her cavern trying impotently to figure out where the box had gone.

After several minutes of this, Marr pulled herself up and slammed her forehead into the stone wall, the shale giving way under her fury like a down pillow. Frenzied and panting for breath, she let out one final scream of primal rage, and with that scream, released what remained of her boiling aggression.

She felt empty now, so overcome with emotion that the only thing she could do was slump forlornly against the wall, curling up as if to make herself as small as possible.

“It’sss not true... It’sss… not true…” she repeated to herself as she pressed her face to the stone. “Graphisss wouldn’t lie to me… He wouldn’t… I would know… It’s not…”

Marr slid down the edge of the corridor as she started sobbing, and her anger gave way to something far deeper and more painful than her sore bones and scales.

Coiling up in her dark, silent cave, Marr Bell, the last gorgon, buried her head in her hooves, and began to cry.

-In Transit-
26th of Summer, 1491 A.R., 10:00 p.m.

While Leonard kept Oreo aside, explaining in simple terms the magical device they had found themselves in, Applejack, Twilight, and the Doctor discussed what had happened in the quarry caverns.

“So, what’s the deal with these ‘gorgon’ critters, anyhow? Ah never even heard of ‘em before,” Applejack asked.

“That’s because they're supposed to be fictional,” Twilight explained as the Doctor looked over the TARDIS' control panel with a concerned expression. “Any self-respecting scholar would flat out say that they don’t exist, and never did exist.”

“Well, if there's one thing about traveling in the TARDIS, it's that you get to see just how often that which is taken for granted is completely wrong,” the Doctor weighed in.

“Ah hear that,” Applejack said, nodding. “So, now what? Ah mean, ya think this 'Marr Bell' can change 'em all back?”

“If it’s anything like the cockatrice that turned me to stone last summer, then yes, she should be able to reverse it. But as long as Graphis is whispering all those lies into her ears, she thinks she’s doing Roan a favor by turning these ponies into garden ornaments.”

“And she sure seems to have gotten a great deal of that false information…” The Doctor shook his head, looking to the side. “Leonard, she called you the 'Bomb Maker.' And earlier she was talking about griffins attacking the quarry with what sounds like explosives. Do you have any idea what she was talking about?”

Leo looked up from Oreo, who was nodding slightly, indicating he was alright. “I wouldn’t know about any griffin attacks, but explosions in the quarry? She was probably talking about the Bedrock Blasting Project,” the blonde unicorn explained, reaching up to remove his beret for a moment and wipe it across his face. “I had a hoof in it, yes. I helped formulate the blasting powder that the Foreponies wanted to use to dig into the bedrock. I have regretted it ever since, too… In the first attempt to use it, the ponies that were setting the charges were not informed of how large the blast radius would be. Thankfully, nopony was killed, but there were over two dozen injuries. It was the first and last time that powder was used. As far as I know, the remaining stock has been holed up in the supplies office ever since.”

“Oui,” Oreo chimed in, looking over to the other ponies. He was pale in the face, considering all that he had seen that day, but still able to think and speak with a modicum of clarity. “And ever since then, the workers in the quarry have demanded extra hazard pay, which is why the quarry is doing so poorly lately. They can barely afford to keep ponies coming back, and are producing lower-quality stone all the time because we cannot go any deeper.”

“And you were there when this happened, Leonard?” asked the Doctor.

“I pointed out where to set the charges myself for maximum distribution, and I saw the aftermath, but I wasn’t present for the actual detonation. I would have made sure there were no ponies on the bedrock if I had. But I never in a thousand years would have thought there was something actually living in the quarry. I don’t understand why she’s become so fixated on me.”

“If’n Ah had ta bet, Ah would say Graphis’ prolly been usin' ya as a big ol’ bulls-eye.” Applejack put a hoof to her chin, going over what she suspected. “Somepony ta blame all ‘er troubles on. If she’s got somethin’ ta hiss and complain about, she don’t hafta look too hard at what she’s doin’, herself.”

“That sounds like the voice of experience, Applejack.” The Doctor smirked, drawing an annoyed glance from the cowpony before Leonard took their attention again.

“But why go through all that trouble? Why not just turn me to stone as well?” he asked.

“Because you stand out, Leonard.” The Doctor shook his head. “Those other ponies are rather generic; even their colors are robbed from them so that nopony can recognize them very well once they are turned to stone. For that matter, their cutie marks are often unknown because everyone here dresses up and covers them. But you. Your style, your looks, all of it. Ponies know you. If a statue of you turned up anywhere and you yourself had suddenly gone missing, it wouldn’t take much for a smart pony to put two and two together.”

“So, if she started comin’ after ya… it’s cause she’s mad, not cause Graphis told ‘er too.”

“She was naïve before, but this has been going on for years. So, by now, she must know something is wrong. She’s just in denial,” the Doctor hypothesized. “And she has to prove to herself that what Graphis has been telling her is right.”

“No. It's worse than that, Doctor.” Twilight shook her head, deciding to put forward her own theory. “She’s in love… with the wrong pony.”

“A pony that takes advantage a’ that love with all kinds a' gems and such,” added Applejack.

“And stolen poetry,” the Doctor also offered.

There was silence in the TARDIS for a moment as the gathered ponies reflected on the things that had happened these past two days, until one voice asked the question that was on all of their minds.

“So…” Twilight took a breath. “Now what do we do?”

“Now… you rest,” the Doctor stated simply.

“What?” the purple unicorn asked, taken off-guard.

“Everyone is tired. You and Applejack haven’t slept at all these last couple of days and it’s getting late. The TARDIS is down to twenty percent power, but I’ve got her suspended outside of space so we can’t be found, running on minimal energy. Time is still passing normally, though.”

“But what if--”

“None of you are going to get through this if you’re half asleep when the time comes.” The Doctor pointedly raised a hoof in the direction of the stairwell. “Down that hall and to the left you’ll find the guest bedrooms.”

“But… Doctor, what about you?” she questioned, concerned for his status, as he had experienced everything they had as well.

“I don’t need much sleep. I’ll see what I can come up with in the way of a plan and try to find a way to get Rainbow back the way she was.”

The two unicorns and earth pony looked between one another for a moment while Oreo took the Doctor's advice to heart, sleepily raising himself to his hooves without any further encouragement.

“Well, go ahead. Hi-ho… off to bed.” The Doctor waved a foreleg, bringing his sonic screwdriver out as he looked over Rainbow again, now distracted by the task ahead of him.

Although Twilight didn’t care to admit it, she was indeed quite exhausted by the events of the past few days, and after a few seconds of watching the Doctor work, moved off and towards the stairs.

“Come on, Oreo, he’s right. Let’s get some shuteye.” Applejack shook her head and ruffled her shirt a bit, tugging at the uncomfortable material before nudging the Phrench pony to follow. To be perfectly honest, the Doctor couldn’t help but be reminded of a French version of Rory Williams as the pony walked behind Applejack, just coping and going along.

This left Leonard and the Doctor alone, the sonic screwdriver whirring as the brown stallion ran it over Rainbow’s back, trying to find some chink in the stone shell.

“Doctor, I was wondering…”

“Just to warn you, Leonard, there are a lot of questions I can't answer for you,” the Doctor stated without looking up.

“I… was just… Is there anything at all going on... between you and…”

This was enough to cause the Doctor to look up. Whatever he had been expecting, that clearly wasn’t it. “No, there isn't,” he replied quickly.

“No?” Leonard let go of a breath, looking relieved. “Are you quite sure…? Because--”

“Leonard… Twilight and I are just friends. You don’t need my permission or anything like that, but... a word of advice.” The Doctor’s tone became edged with caution. “If you’re going to seize the moment… you’d best be prepared to let it go when it passes.”

Leonard opened his mouth, whether to defend himself or to deny, he wasn’t sure. But as the Doctor turned away, returning to his observation of Rainbow Dash, the words stuck in the artist pony’s mouth.

“...Goodnight, Doctor.”


Leonard started up the stairs.


Leonard paused at the top, turning for a moment before noting how the brown pony had already delved into his work, mumbling to himself as he moved around Rainbow’s frozen form.

Unsure what else to say, Leonard took a breath and moved down the corridor as he had been directed.

Marr's Lair, Denarius Quarry
Outskirts of Roan
27th of Summer, 1491 A.R., 12:13 a.m.


Marr Bell the gorgon reclined against the floor of her work chamber, the wicker basket set to her side overturned and its contents, a small collection of gemstones -- or rather, what was left of them -- spilled out on the floor.

In no mood to mold and unsure what else to do, the pony-serpent plucked another gem, a soft, blue sapphire, from the floor with her tail and flipped it up to her mouth, catching it in midair and crunching on it quietly as she looked over the statue before her.

This one, she remembered, had been an accident, one or two weeks back. A young, light-blue mare that had wandered down an alleyway, perhaps to make a shortcut across the Craftspony quarter of the city, and had caught sight of her as she came up for a breath of air.

The frozen shock was still apparent on her white marble face, the traces of blue fur and turquoise-colored hair replaced with solid white stone color as her mouth gaped open. For some reason, as the pony’s frozen form watched her eat, Marr felt a pang of guilt, which quickly turned to anger as most unpleasant things did.

“What are you looking at!?” Marr hissed lowly, reaching over with one hoof and putting it to the pony’s cheek.

With a trained, minimal effort, the entire upper body of the marble softened until it was almost like flesh, and the pony’s head turned on her neck with a slight creak, pushing her face away to look in another direction, only to harden again the moment Marr pulled her hoof back.

The gorgon looked away and sighed, the anger fading and being replaced by a bitter line of guilt running across her chest. Guilt that she thought she had long since gotten over.

She wasn’t a monster… She was doing this for a good reason. These ponies were saving the rest of the ones up in the city. If only her kind had been so lucky as to have anypony able to make such a noble sacrifice...

Marr’s tail gripped another jewel, this one a fat yellow topaz, and flipped it up to her mouth, catching and biting down on the slightly harder gem with more force than her grinding-stone teeth needed to.

This was ridiculous. What was she going to do, eat through her worries?

Looking down, Marr noticed her furred pony belly bulging slightly, and then looked to see that all but two of the gems had been eaten, when there had easily been enough precious stones set in the basket to feed her for a week. Two, perhaps, if she had stretched it out. Unbidden, she considered what she might look like if she kept this up; a pudgy pony mare attached to her long serpentine body. A strangely amusing thought as she reached her tail towards another gem without looking.


...What is this?

Marr looked where her tail had grabbed at, noting the sheet of parchment that had fallen from the basket’s lining. Using her tail’s amazing dexterity, she managed to pull the paper up to her hooves and squinted at it in the dim cavern light.

She recognized the seal on the front immediately; the same one her beloved wore on his regal outfit. And while she was hardly well-read, she had been sneaking through Roan long enough to pick up a general ability to understand the marks. Sounding them out with difficulty on her forked tongue, she read aloud.

“My...strow… Den…Den-ar-eye-us… cord-you… cord-you-lee... in-vites… you… Ecks-ee-bit-on… Stew-dee-oh… dee… Et...Eter-nall… Mag-nif-eye-cents-za…”

Marr reeled back slightly. What was this? An invitation? An announcement?

Denarius? Her Graphis?

What was he doing? Invites… Exhibition… What was an exhibition?

If this was an invitation… was it a party? He was throwing a party?

“Co-mee… at… sun-set… Doo… nu-aught… bee… la-tee…”

Marr’s eyes widened in realization. It was a party! Was he throwing it for her? He must have been… and he left a note for her to come!

Marr grinned in elation at the paper before hugging it to her chest with her hooves and giving a happy hiss. The Doctor was wrong… Graphis did care.

He would be able to explain everything. She knew it.

So enraptured was the pony-serpent mare at the discovery and realization, that she failed to notice what the mare statue whose head she'd turned could now see… A faint wisp of dark blue smoke, slipping unnoticed out the exit of the gorgon’s lair.

-Suspended outside of space-
27th of Summer, 1491 A.R., 1:30 a.m

To say that Leonard DiHoovsie was tired would have been an understatement to be sure… but as he walked the endless halls of the TARDIS, he simply found that he couldn’t just go to sleep. There was still so much to see and do.

Many of the doors had been locked, he had found, but out of those that had not, there was an arboretum filled with plants he didn’t recognize and a room with its own waterfall and a natural setting that had the most delightful daisies to snack on; a delicacy that he had not partaken of for years.

There was so much happening. A whirlwind of activity that made what he had done so far in his life seem almost trite by comparison. And there was one thing that he simply couldn’t get out of his head as he walked back up the corridor again.


Something that was suddenly right before him.

“Twilight?” Leonard paused in mid-step as the door to his right opened and the violet unicorn stepped out.

He couldn’t hide a slight blush as he realized she had removed the elegant toga she had been wearing for the last couple of days since he had met her, but had to admit that all the cloth had done was to take away from her appeal.

“Can’t sleep?” the mare asked.

“No… Can you?”

“No.” She shook her head a bit before leaning her cheek against the door-frame. “I’m worried about Rainbow… Worried about Marr… Worried about if we’ll all get home…”

“I’m sure you will. Your Doctor… well, he seems to have things well in hoof.” Leo nodded slightly, unsure of what else to say. “Everything will turn out for the best. I’m sure of that.”

“You know… that reminds me of something a wise pony once said: ‘Persevere, hope, and press on. Everything else will either remain as it is, or follow,’” Twilight quoted sagely as she looked to the blonde pony.

“Oh… That’s… that’s rather good,” Leonard admitted. “I rather like that. Mind if I use it?”

“By all means…” Twilight smiled knowingly.

Leonard deflated a bit as he faced the filly unicorn, shuffling uncertainly on his hooves. “Twilight… I am so sorry about today. If I hadn’t blundered in like that, the gorgon would not have gone into a rage and we wouldn’t have--”


The blonde unicorn paused, looking up to find himself snout to snout with the violet mare. At the top of his vision, he could make out her horn, blowing vibrantly with a purple aura that matched her coat.

“The Doctor will fix things, so stop worrying… Now, never ever listen to anypony else that says this… but just this once… stop talking.”

Heart pounding like a drum, Leonard hesitated, scarcely able to imagine the situation he found himself in at this very moment… before leaning his head forward, his horn illuminating in a pale yellow. Before their crests touched, a slight and quiet set of magical sparks fell down between their snouts as Twilight’s horn took on a yellow glow and Leonard’s acquired a pale shade of violet.

Slowly, Twilight stepped back into her room, and, locked as the two were in magic and spirit, Leonard followed, the door shutting behind him.

Studio de Eterna Magnificenza, Royal District
The Pony City-state of Roan
27th of Summer, 1491 A.R., 12:45 p.m.

On the second floor catwalk of the Studio de Eterna Magnificenza, Graphis Denarius watched as a small army of unicorns, pegasi, and draftsponies finished their work with the efficiency of a beehive, running streamers and arranging the artwork in a far grander display than before.

Having decided the artist area was a waste, the tables and workspaces had been moved out and the wall separating them knocked down following the "incident" from the day before, and the entire studio ground floor was now set to receive visitors in far greater numbers than he had originally considered.

Everything was coming together… and as the exhausted-looking Maestro Sculptor stood there, he could not have been more relieved.


“What is it!?” Graphis Denarius snapped suddenly, looking over to the pale beige unicorn that had all but snuck up on him.

Castagno jumped slightly at the outburst, but managed to keep his composure. “Preparations are almost set, we just have a few more pieces to arrange that need your--”

“Put them wherever you want.”

“I had just thought that you would want to--”

“I DON’T NEED TO STAND OVER YOUR SHOULDER FOR EVERY LITTLE THING, DO I!?” The slate grey pony’s tone was sharper than any blade as he laid into his associate.

“I… er… No, Maestro… I had simply thought that you would want to--”

“All of the places are arranged?”

“Sí, Maestro.”

“Catering is prepared?”

“Only the finest.”

“Good… Make sure to check all of the invitations for authenticity, inform me the moment the Duke arrives, and have Kickback and his stallions keep a lookout for the fugitives.”

“Maestro, there has been no sign of them since yesterday… DiHoovsie and this ‘Doctor’ are not about to make a scene during an event of this--”

“When else would they? If they want to cause trouble, then this would be the ideal time. DiHoovsie was too spineless on his own to do anything… but Doctor Right and their other accomplices… Astrolia knows what they are capable of.” He snorted angrily at the memory, made to look like a foal in his own studio. “I have worked too hard and waited for too long to have this night ruined.”

“Maestro, perhaps it would behoove you to... get some sleep before the exhibition begins? You look rather…” the Critique started, his concern genuine as he noted the bags under the sculptor’s eyes.

Thank you, Castagno.” Graphis dismissed the unicorn with a wave of his hoof.

“Very well... Happy Birthday, Maestro…” The small unicorn bowed slightly, pulling back a few steps before turning away.

Whether the grey noblepony did not hear him or didn’t respond, the Critique was unsure. But, as bid, he went back to preparations as the Maestro moved up the steps to his office.

Maestro’s Office, Studio de Eterna Magnificenza
The Pony City-state of Roan
27th of Summer, 1491 A.R., 1:01 p.m.

Dozens of papers and leaflets littered the normally clean floors of the office of Graphis Denarius, the grey pony pouring over them as he anxiously paced the floor.

Had he realized just what the crazy inventor had been cooking up in that shack of his, Graphis would have done this years ago, the whispers of the common ponies and the Noble Houses be damned. The work was brilliant. Beyond that, they were original, that much was certain. Half of these designs... Graphis was pained to admit he couldn’t even bring himself to fully understand them.

Thankfully, the half-breed mule was too stupid and shortsighted to realize what he had. It would take time… but he would find a use for them. He knew he would. A use that would turn a profit and bring even greater fame to the Denarius name.

His head pounding and his eyes feeling like lead weights, the Maestro considered for a moment that perhaps Castagno was right… Perhaps he should get a bit of rest before…

"They are just statues," he had told himself.

"Whatever helps you sleep at night…" the lilting tone mocked him.

Graphis’ eyes shot open as he shook his head violently. No! No, he didn’t need to sleep… He just had to get through this… just get through the exhibition… then he could rest.

Looking up, the Maestro noted the glimmer of sunlight had dimmed in the stained glass windows of his office, a cloud perhaps having drifted over the sun and casting a shadow over the city.

This observation was cast aside, however, as a cold chill ran down his spine and a shudder escaped his lips.

“Is… is it you?” He turned slowly in place, looking about.

“Graphis… You didn’t tell me it was your birthday…” a soft, pleasant mare’s voice touched his ears, although he still couldn’t make out the source. “I would have brought you a present.”

“Where are you?” The noblepony cast his eyes around the office, his already strained nerves fraying further as the chill in the air threatened to make him shiver on the spot, in spite of the fact it was the middle of summer.

“Now, now, then.” The disembodied tone chuckled quietly. “Close enough, I assure you... I heard you had a bit of… bother yesterday. Trouble?”

“Trouble? Oh, no… No trouble at all.”

“Good… I would hate to think that perhaps my assistance was wasted on a colt whose ambitions outstripped his abilities.”

“I… assure you, My Lady… everything will go smoothly. The guests have all sent word of their guaranteed attendance.”

“You mean your dear father will be coming? Oh, Graphis… however did you manage that?”

Graphis turned away, shuffling uncomfortably on his hooves. “He… always visits on my birthday.”

“Oh, how very clever of you, then… Well, as you seem to have things well in hoof, I won’t keep you any longer.”

“I will… see you there, my dearest patron?” The Maestro moved forward hopefully. “None… none of this would have been possible without your gifts and instruction. I do so look forward to meeting you... face to face.”

“Oh, Graphis. My darling Graphis…” The voice smiled to him, the chill lifting ever so slightly from his skin as she spoke. “I wouldn’t miss it for all the gold and jewels in the Twelve Cities.”

Graphis huffed proudly, holding his head high.

“There is only one more boon I would ask of you…”

“Of… of course, My Lady… Name it.”

“You met a pony recently, have you not? A stallion… marked with an hourglass?”

Graphis’ blood went cold as his jaw locked up. “Y-yes…”

“When you see him next… give him this.”

Out of nowhere, an envelope appeared in a puff of blue smoke, fluttering down to land on top of the pile of DiHoovsie’s work. Nothing was written upon it, but it bore a wax seal with the mark of an hourglass.

“O-of course, My Lady.”

“Oh, do cheer up, Graphis, my dear…” the voice crooned to him, though he still saw nothing from his mysterious, magical patron. “It’s your birthday, after all. And I promise you this… It will be a night that nopony will ever forget.”

Ch. 8: By Invitation Only

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Chapter 8: By Invitation Only

Back alley, Lower District
The Pony City-state of Roan
26th of Summer, 1491 A.R., 11:00 p.m.

The full glory of Astrolia’s Moon shone brightly over the city of Roan; a far more pleasant evening than that of the storms that had plagued the late hours of the previous night. But to the pair of nervous pegasus guards standing watch in the middle of an unremarkable-looking alleyway, the silvery moonlight was not nearly enough to see by, and a flickering torch set into either of their shoulder mounts served to illuminate the area they had been ordered to keep watch in.

“I don’t get it, Quickus Stride.” One guard tapped a hoof nervously at the stone ground, scanning both sides of the alley. “There’s no point in standing around after dark in the Lower District.”

“What’s the matter, Cloud Burst?” the younger, more eager of the two asked, his slightly taunting tone belying his own concern. “Afraid of the dark?”

“No… but I’m not fond of the idea of being out here in the open for the... Vampire Bat.”

“Vampire… Oh, for the love of-- You’ve been listening to Flame Stoker’s blasted Lost theories again, haven’t you?” Quickus shook his head. “You know we’re not supposed to talk about that sort of thing.”

“I know, but think about it… Ponies vanishing at night... no traces left behind. You know how they say that one nightwatchpony, what was his name…? Silveris Mane… Deserted, they said. But nopony ever found him or saw him leave the city. All they found of him was his lance lying in the street. Why would he do that unless he was attacked by something? Something… big… with fangs…”

“Gossip and Pony Tales, you suspicious old goat,” Quickus dismissed his friend's ridiculousness. “Next, you’ll be saying you actually believe that garbage about the box just vanishing right out from under Kickback’s nose.”

“But I know the guards that were talking about it…”

“Yes, and they all got relieved of duty for head trauma. I mean, it’s obvious what really happened.”

“Oh? And what’s that?”

“Ol' Tyrant Kickback fell for some sort of conpony’s tricks. So, of course he’s going to be all, ‘Oh, it’s dark magic… I’m not really an incompetent mule.’”

The two guard ponies snickered for a moment.

“Shouldn’t be saying that sort of thing out loud. I heard Kickback has had ponies transferred to the Wild Frontier for less.”

“Ugh… Don’t remind me. I would rather your Vampire Bat show up right now and crunch on both of us than ever go out to that uncivilized, monster-infested…”


The unexpected noise snapped the two guardsponies to attention as their frayed nerves gave way and a large, dark shadow descended on them.

“AAAAAHH! VAMPIRE BAT!” the two gasped in unison, jumping back to grasp one another as the dark shape fell a bit faster down into the alley with them... and revealing itself to be a very tired-looking olive green pegasus hitched to a sky-cart, panting heavily as sweat ran down his flanks and brow, all armor forsaken save for his helmet.

The two guardsponies deflated as the young pegasus tried frantically to catch his breath, apparently on his last legs, while they looked to one another and quickly broke their "tactical huddle."

“P…Private… F-Fair… Feather… Returning as... ordered… with the requisitioned… supplies!”

“Whoa… Easy, Private.” Cloud Burst shook his head, moving up beside the pegasus. “What requisition?”

“Commander… Kickback… He wanted this... for the…” Private Fair Feather looked around the alley. “Wait... Where’s the box...? I thought that… Oh, no... Don’t tell me I went through all this for nothing...! This cart weighs a ton!”

“What do you have here, Private?” Quickus stepped past the pony and tried to look into the wagon, putting his torch over.

“Whoa! Careful with that!” Fair Feather pulled himself free of the sky-cart's harness and rushed to grab the torch from Quickus’ shoulder with his teeth, tossing it away. “It’s blasting powder!”

“Oh!” Cloud Burst took a step back, eying the cart with worry. “I’ve heard of this stuff. Put a flame to it and it can blow solid stone apart.”

“Yeah…” Fair Feather nodded. “Commander Kickback wanted all of it that the quarry had... Took some doing... They had to dig it out of this mineshaft and out from under a ton of sandbags and such... They seemed glad to be rid of it.”

“Well, the Commander’s not here anymore, colt.” Quickus stepped back, shaking his head. “And if this is supposed to be for the ‘magic box,’ that’s gone too.”

“Awwww… Slag it!” The Private stomped a hoof, still looking quite exhausted. “What am I supposed to do with all of this, then?”

“Dunno…” Quickus shrugged. He felt bad for the colt, but really, this wasn’t his problem.

“You'll want to get it somewhere that they won’t bring so much as a candle near it. That stuff is a disaster waiting to happen,” Cloud said sagely.

“There is no way I’ll make it back to the quarry… I barely managed to get this up over the wall as it is…” Private Fair Feather slumped to the ground, looking drained and defeated by the immensely heavy load.

The two higher-ranked guards could sympathize. Exchanging a sigh, Cloud and Quickus both traded a glance.

“Alright, Private… don’t worry. With all the other dreck in his trough, I bet Kickback forgot he even sent you for this. We just gotta get these sacks out of sight and out of mind.” Cloud Burst moved and set a fatherly hoof on the pegasus’ shoulder. “Don’t worry, I usually do security in the Royal District. I know just the place where this will be safe and nopony will ever let even a tiny spark near.”

-Suspended outside of space-
27th of Summer, 1491 A.R., 2:45 p.m.

The first thing that came to Leonard’s mind as he began to emerge from the sweet embrace of sleep was a defined pounding soreness that ran up along his horn and down his spine. Opening his eyes slowly, he found himself in a strange bed. That made twice in as many days that this had happened.

Unlike the previous morning, however, this mild unpleasantness was accompanied by a tired sort of satisfaction as he pulled himself up, shaking the cobwebs from his head as the covers fell away.

Looking about, a slight rush ran through his chest as he realized he was alone, turning to look around the "guest room" (as the Doctor had called it, though the accommodations were certainly comfortable enough for any noble) and pausing as he looked to the nightstand where his beret sat. A small sheet of paper caught his attention, and his horn illuminated as he lifted the note to his eyes.


Didn’t want to disturb you. Went to assist the Doctor in the console room. Could use your help when you wake up.


The blonde pony’s eyes and expression softened as he looked below the flourishing signature to what looked like a quick, but masterfully done sketch of Twilight waving towards him.

Taking a breath as he pulled himself out of bed and properly onto his hooves, Leonard flattened out the front of his outfit and, with a slight glow of his horn, brought his beret up and into place on his head. He waited for it to inevitably shift at an angle against his horn, before striding to the door with a new and bolstered feeling of confidence.

Some time later

“What the hay are y'all doin'?” was all that Applejack could think to ask as she took in the scene that awaited her down at the base of the stairs leading back into the TARDIS' control room.

She had been at a point beyond exhausted the night before, that much she had come to admit. Finding herself drawn to a particular room that she opened and found to be an almost exact replica of her bedroom back home, she had set curiosity and wonder aside in favor of pulling herself onto the firm mattress and falling into the deepest, longest night’s sleep she could ever remember.

Not bothering to keep up appearances, she took off the coarse, itchy shirt as she woke up, favoring only her hat as she moved towards the control room, bright eyed, bushy-tailed -- so to speak, as she didn’t have her comb -- and ready to do her part to put things right.

Although first, she had to process exactly what was going on.

Rainbow Dash had been moved around the side of the console, still frozen and in the same position that Applejack had seen her in the night before, but now had wires and all manner of devices hooked up to her that were as alien to her as the controls of the TARDIS itself. Monitors beeped and lights of some of the panels alternated in bizarre shapes that she couldn’t even begin to comprehend.

And a few feet from the petrified pegasus stood something almost as curious. Once and again as tall as a normal pony, the device looked somewhat "thrown together" to Applejack’s untrained eye. A collection of cables, wires, and wheels set into a pole-like frame with an opening at the bottom of it, from which a pair of brown pony hind legs were sticking, turned around into a sitting position inside as the Doctor seemed to tinker away, his tail swishing back and forth all the while.

Atop the pole was a ball that reminded Applejack immediately of the "mirror-ball" that Pinkie Pie sometimes used to add a bit of spice to her larger parties. A simple orb covered with what Applejack thought might be mirrors at first, but upon closer inspection, appeared to be dozens of tiny crystals.

A pale glow of violet and yellow illuminated several more crystals that were lifted into the air, being pushed into grooves around the ball and set carefully in place at odd angles around the orb. This drew the cowpony’s attention to Leonard and Twilight, the two unicorns pacing around and looking up with a determined, focused gaze.

Slightly away from them stood Oreo, his shirt stripped away to leave him just with his trousers around his hindquarters, leaning over an open box. A jeweler’s glass was over one of his eyes as he put a hoof in, drawing out a small crystal and looking it over before tossing it back and to one side.

“Hey, Applejack. Glad you could join us. Not like you to sleep in.” Twilight nodded to her, distracted for only a moment before looking back towards the Doctor’s legs as they wriggled with movement. “Doctor, how about now?”

“Getting better… I think we’re close… Can you and Leonard incline the third median to… let’s see…” the Doctor’s voice came from inside the odd machine as Applejack moved down the stairs, trying to figure out the setup before her. “...another two degrees?”

As Applejack was about to ask again what was going on, Twilight and Leonard looked up, horns aglow as a line of crystals moved shifted position.


A cascade of sparks exploded from inside the pillar, accompanied by a flume of smoke and a slight kicking and spasming of the Time Pony's brown legs and tail. “Ooooww, ow ow ow!”

“Whoa! Y'all okay, Doc!?” Applejack jumped back in surprise.

“I’m fine… Afternoon, Applejack. Ahem... Twilight?”

“Yes, Doctor…?” Twilight winced sheepishly.

“Two degrees in the other direction, please.”

“Well, it’s not as though you specified.” Leonard smirked, his horn aglow as an aura of yellow magic fixed the issue, tilting the crystals ever so slightly into a downward slant as the Doctor squirmed awkwardly to pull himself out.

Blinking a few times in the light, Applejack had to stifle an amused snort in spite of herself as the Doctor’s head emerged, covered in a fine black soot, his hair singed on the ends. He raised a pair of goggles away from his face, revealing two large, clean spots of brown with blue eyes.

“Well, that sure was invigorating.” He shook his head for a moment as he pulled his goggles into their resting place above his ears. “Am I missing an eyebrow?”

Applejack let out a sigh of relief. She didn’t know why, but she had been really worried for a second, there. “Nah, yer mug’s just as ugly as before.”

The Doctor turned to her with a smirk. “Oh, is that a joke? At my expense, of course... I was wondering when you would loosen up a bit, AJ. Looks like you really did need that bit of sleep.”

“Well, maybe…” Applejack nodded in admission of this a moment before looking past the Doctor towards the strange device. “So… what’s all this, then?”

“Well…” The Doctor looked the ball on the pole over, nodding to Leonard. “With any luck, this is what will return Rainbow to the land of the ambulatory.”

“Shouldn’t we try ta get 'er unstoned before we take ‘er anyplace else, Doctor?”

The Doctor huffed in amusement as Twilight lifted a line of new crystals into place, setting them at odd angles while she held her tongue at the corner of her mouth.

“Careful… Careful… Aaaaaand right there!” Leonard watched with a definite sense of pride. “Perfecto! That should do it.”

Applejack was almost stunned when, rather than blushing at this praise, Twilight pulled herself up proudly with a grin.

“I hope so, because that was the last one. The rest of these have striations in them,” Oreo called from the side, pulling the jewelers loop from his face and rubbing his eyes, having obviously been at it for some time.

“An’ this is what Ah get fer sleepin’ in…” Applejack huffed slightly. “Ah don’t got a clue what’s goin’ on. Will somepony please fill this mare in on what y'all are doin’?”

“Photo-prismatic Petrification. Or rather, the cure for it,” the Doctor answered with a slight flourish, moving around the device and looking it over as if trying to discover any remaining flaws.

“What the hay does that mean?” Applejack asked, tilting her head to the side in confusion.

“Well… Photo means an intense flash of light,” Twilight jumped in at the speed of "smart" as the Doctor continued his walk-around. “Prismatic is the description of a color effect caused by the refraction of light through a crystalline or lensed structure, such as a prism. And petrification is the transmutation of any substance into a harder stone-like form either magically or through the introduction of carbon and silicates into--”

“Ah know what the words mean, Twi. Contrary ta rumor, Ah did finish school,” Applejack interrupted her friend, trying not to feel insulted about the unicorn assuming her limited vocabulary. “What Ah mean is, what the hay does it all mean?”

“It’s how gorgons turn their victims to stone,” the Doctor explained as he pulled a small shutter down on the hatch he had been in a moment before. As he backed away, he had a strange device with a single button on the top, balanced in one hoof. “From what Twilight figures, the inner lining of Marr Bell’s hood has a crystalline structure that absorbs light and then directs it into a flash of magical energy. Think of it like a magical sunburn.”

“A sunburn?” the farm pony queried. She was of course very familiar with this hazard of spending too much time under Celestia’s daylight. Part of the reason she started wearing her hat was to save her nose and brow from the burning every summer.

“Right,” the Doctor confirmed quickly, moving over to Rainbow and unhooking the various devices. “But instead of a reddening and slight burning of the skin you get with sunlight, the light from a gorgon’s hood causes things to turn rigid and solidify while remaining completely intact. The effect digs from the outside in. Inanimate objects are converted completely into stone, but living cells resist. So, while the insides are solidified into stone, the pony’s mind is put into a very deep unconscious state to protect itself and keep from being completely petrified.”

“But wood reacts differently to light than ponies and other materials do,” Twilight took over as she and Leonard stepped back along with Applejack. “Trees feed on sunlight and turn it into food, so any wood that is used by ponies has been subjected to so much light in its time that it doesn’t react to the gorgon’s.”

“I still don’t see how this helps your friend,” Oreo chimed in for a moment, moving to join Applejack. “I mean, I helped you build it, but I still don’t know what the hay it is.”

“Leo’s theory…” The Doctor motioned to the beret-wearing artist, who nodded proudly. “ that if exposure to magic-driven prismatic light of one configuration can cause petrification, then an exposure to an exact polar opposite of that spectrum can undo the effect. Which is how we came up with this. We call it the 'Pris-sphere.'”

There was a moment of silence.

“That’s… a terrible name.” Applejack shook her head, raising a brow.

“Yeah, when did we agree on that?” Twilight huffed. “I think it should be called the ‘Photo-prismatic Polar Optimizer.’”

“Not to criticize, Twilight,” Leonard interjected. “But in my experience, long names explaining function are redundant. What about something simple? ‘The Spectrum Orb.’”

“I don’t know… I rather like Leo’s. What do you think, Twilight?”

“I stand by my choice, Doctor.”

“Well, how ‘bout--”

“What is wrong with you ponies?” a Phrench accent broke the sudden debate, the harsh tone bringing the four back down to reality. “Mon Dieu! Nopony cares what it's called! Call it Lewie, for all it matters! The question is, will it work!?”

After looking to the dappled Phrench pony for a moment, Applejack, Leo, and Twilight all looked to the Doctor, who took a few steps back, pulling his goggles down as he set the device in his hoof to the ground.

“Quite right, Oreo. Well, one way to find out, isn’t there? Now, let’s see if we can’t get Rainbow back on her hooves.”

“Doctor, do… do we need goggles, too?” the farm pony found herself asking suddenly.

“Nahhh,you’ll be fine… Just don’t look directly at the ball. Just in case.”

The Doctor stepped down on the button in the center of the control, a faint hum and tingling filling the air and growing quickly inside the device. At this point, Twilight had a sudden revelation. “Doctor, wait. If this is supposed to be like a gorgon’s hood, couldn’t it turn us into stone?”

“Oh, don’t worry, Twilight…. That probably won’t happen.”


“Aaaaand smile for the birdy!”


Four ponies winced as the orb illuminated, sending a shower of colors in all directions. A beautiful pattern of broken rainbow swirls that would rival any kaleidoscope washed over the whole console room, overpowering the ambient light from overhead for just a few seconds. Then, as quickly as it had started, it was over. The light from the device cut off suddenly as the humming faded to nothing.

Opening one eye, Twilight reached a hoof up to make sure that her body was still soft and furry before letting go of her worried breath. Although, as the five of them immediately realized, the statue standing right in front of the device remained a statue.

“What? But, the Illumination Charm went off… There was ample power going to it… The prisms were aligned to channel the charge… What went wrong?” Leonard stomped a hoof in frustration as he approached the device again, while the Doctor raised his goggles from his face.

“From an artificer’s and enchanter’s standpoint, this isn’t that difficult a build. It’s a simple trio-set of spells, all firing at once when a charge is introduced…” Twilight joined the artist, also looking over the device for some sort of flaw. “It should have worked.”

“I was afraid of this.” The Doctor shook his head.

“Afraid a' what?” Applejack asked.

“The principle is still sound, but the crystals have to be precisely… absolutely the opposite of Marr’s hood… apparently with no margin for error.” The Doctor wiped a foreleg over his head. “Anything less is just a light show.”

There was a moment of silent concern as the Doctor looked to Rainbow, his expression solemn.

“It's alright. Science is often like this. So we will reconfigure the crystals and try again. It should only take a few minutes.” Leonard nodded, staring up towards the prisms lining the orb as if one would jump out and reveal itself to be in error if he stared at it hard enough.

“We don’t have time for that,” the Doctor argued.

“But, Doctor…” Twilight started.

“There could be a million billion possible combinations here. A hair off on one crystal could mean the difference between Rainbow being a pegasus or a garden fixture. And we could spend years testing for the variations.” The Doctor shook his head, his amusement gone now as he considered the failed test run. “Years that none of us have. We need to get a better look at the original prism.”

The four ponies looked to the Doctor as he sighed, admitting something that he seemed to have suspected since the beginning.

“We need to talk to Marr Bell again.”

Marr's Lair, Denarius Quarry
Outskirts of Roan
3:12 p.m.

The still quiet of the caverns under the Denarius Quarry was disturbed suddenly as a slight breeze was kicked up, accompanied by the gasping, lyrical music of the TARDIS appearing only a few feet from where it had sat hours ago at the end of the corridor. And with a deep thump, the time machine fully materialized, the breeze dying down as the echo faded from the cavern.


The door of the box opened cautiously.

“Marr…? Hello? It’s the Doctor. Are you alright?” The Time Pony stepped out, looking around cautiously.

“Doctor, I should go with you,” Twilight stated in the doorway, just out of view.

“No. Marr will connect you to Leo. That won’t help us appeal to her better judgment.”

“Well, she ain’t met me yet. Maybe Ah can win ‘er over with mah honest, earthly charm?” Applejack offered, pushing forward from the doors.

The Doctor hesitated for a moment. “Are you sure, Applejack?”

“No, but Ah gotta do sumthin’ ta help Dash.” Applejack pushed slightly past Twilight and out the doors of the TARDIS. “And ‘sides, if y'all get stoned, there goes our ride.”

“Fair enough.” The Doctor nodded, looking back to the three ponies in the TARDIS. “Now, this time -- and I cannot possibly stress this enough -- but pleaseStay here.”

“Alright, Doctor. I get it.” Twilight looked away, still obviously concerned after her last encounter with the gorgon. “We’ll wait… I promise.”

The Doctor nodded to Twilight, then to Applejack, before starting forward, taking two steps before stepping on something that felt soft and familiar.

“Oh, my coat! She just left it here… Hmm, battered, but no tears… Should be easily repairable.” The Doctor reached down and grabbed the Harsh Tree fabric in his teeth, flinging it over his back. “Could come in handy.”

“Hope we don’t need ta use it.” Applejack looked around, her eyes quickly adjusting to the soft light of the stone around her as she examined the area, now scarred and pitted as if gauged out by an enormous pair of claws. “Whoa, doggie… she tore this place up.”

“Given her strength and the random fashion of destruction on the stone, I would guess this is the gorgon equivalent of a temper-tantrum. Just stay sharp, AJ,” the Doctor instructed, searching about as he tried to walk without his hooves clopping loudly on the stone. “If we’re lucky, she’s calmed down by now… but Marr could come out of anywhere down here. Any wall, floor, or ceiling.”

Applejack nodded, gulping out of worry as she felt the tense bite of suspense and fear run over her chest. But in spite of this, the brown stallion moved away from the TARDIS, going deeper into a place where no sane pony would dare to tread.

And Applejack followed without hesitation.


“No sign a’ her…” Applejack shook her head after about half an hour in the tunnels, her eyes having long since adjusted to the moon-like light as the pair again came up to the large cavern where the many statues of the Lost were set. “Is that good or bad?”

“If she was home, she would have to know that we are here by now,” the Doctor answered, no longer bothering to keep his voice down.

“Yer thinkin’ she went inta Roan ta… what? Pick up more ponies fer this?”

“I don’t think so… She was very shaken up and confused when we spoke to her last.” The Doctor looked around the room, taking a moment to look over the statues. “The poor thing...”

“Yeah. These ponies got families that are missin’ 'em… and there's no tellin’ how long they've been down here.”

“Not them. I was talking about Marr.”

“Come again?” Applejack reached up a hoof and pushed the hem of her hat back. “All the trouble she’s caused and yer worried ‘bout the gorgon?”

“You’re not?” The Doctor seemed surprised.

“Look, Ah’ve run inta monsters before, Doctor. A manticore in the Everfree Forest, a hydra in Froggy Bottom Bog... Shoot, we once had an Ursa Minor come stormin’ right up the middle a' Ponyville one night. Critters like that… there ain’t no reasonin’ with ‘em. They jus’ cause trouble for the ponyfolk.”

“Do they?” The Doctor sounded less than approving of her words.

“Ah get that Marr here ain’t no animal, but she ain’t no pony neither. Ah get that she can talk, and it sure is sad what happened ta her, Ah admit. But ya gotta agree, all this… The pony statues… takin’ ‘em off the street… Whether she was tricked or not, it points ta the fact that we’re dealin' with a monster, ya know?”

“So, since she’s not a pony… Marr Bell is a monster, then?”

“Not meanin' no offense ta her, but kinda, yeah…”

“What about me?”

Applejack paused, turning to the brown stallion, whose expression was far from his usual jovial self. His eyes were not angry, but sad… as if what she had said had hit a frayed nerve.

“Wha… You? No… No, ‘course not!” Applejack shook her head. “Y'all ain’t done nuthin’ like this. An’ yer with us tryin’ ta stop it.”

“Are you so sure about that?”

The Doctor was quiet for a moment, looking away as Applejack took a slight step back. “Doctor… Ah didn’t mean that…”

“I’ve been there before.”

“Huh?” Applejack drew back in puzzlement. “In the cave, yeah, a few hours ago. When she tried ta smash y'all inta the corridor.”

“No, Applejack. I mean I’ve been where Marr is right now, emotionally. So alone and angry at everything. Trying to make sense of what I’ve done wrong and why I’m still around. I know exactly what it is she wants… what she needs.” The Doctor sighed heavily as Applejack listened. “Her only fault is who is fulfilling that need. She was not as... fortunate in her friends as I turned out to be.”

The Doctor took another breath, shaking his head before looking up to Applejack.

“Y'all wanna save 'er,” Applejack realized. It wasn’t a question. And it seemed enough to jar the Doctor out of his moment of philosophical debate.

“Oh, dear… I’m waxing sentimental, aren’t I? Sorry. Old as I’ve gotten… seems to be happening a lot for me, lately. Must be another quirk this time around. I just mean to say…” The Doctor half-sighed, half-huffed. “...are you sure you know who the monster in this scenario is?”

Applejack opened her mouth for a few seconds, then paused before she closed it again. The Doctor then moved towards the statues as Applejack looked down to the ground, feeling like a filly who had just been scolded for something that seemed fun at the time… and turned out to be not only silly, but quite dangerous.

But as her eyes were downcast, she caught note of something on the floor off in the corner.

“We could wait for her here. She’s bound to come back sooner or later, and I don’t fancy moving the TARDIS around too much to look for her. There’s not enough power,” the Doctor said aloud as Applejack moved towards the side of the wall, finding an overturned wicker basket set atop a leaf of thin parchment.

“I don’t know how happy she’s going to be to see us. We should probably tell Twilight and the others to make themselves comfortable if--”

“Doctor…” Applejack called for the Time Pony’s attention. “Ah think Ah know where she’s gone off to…”

The Doctor turned and moved over to Applejack as the farm pony picked the paper up in her mouth, displaying it to him. After a moment of reading, his eyes went wide.

“Oh, no…”

Studio de Eterna Magnificenza, Royal District
The Pony City-state of Roan
8:25 p.m.

As the final colors of dusk began to fade over the walls of the city of Roan, the sound of music could be heard playing throughout the streets of the Royal District; a jovial and fancy tune that echoed against the stone walls down the back alleys and byways clear into the surrounding Craftspony District.

And at the center of it all, the gilded stones of the Studio de Eterna Magnifizenza were awash in the light of more than a hundred magical lanterns; balls of compressed sunlight that banished the dark from around the studio itself both within and without. At every possible point of access, the Roan Guard stood as sentries to protect perhaps the single largest gathering of the nobility in the history of Roan, while Centuri-pegasi flew drills overhead to ensure that no trouble could befall this auspicious occasion.

But while many of the city’s most affluent citizens were so accustomed to protection that they did not bat an eye at the immense security, few among the Guard themselves understood precisely why such extreme measures had been called for.

Descriptions had been given of course for the possible threat of very specific troublemakers, and judging by the sheer stress that seemed to burden Commander Kickback, the unicorn stallion in charge of security, the host of the event was taking this threat quite seriously. The invitations had been required to be sent out beforehoof for entry, which, thankfully, they had been able to collect upon without incident.

So, as the door guards remained in place, armor meticulously shined and fur perfectly groomed, they took a careful and serious accounting of the two latecomers that moved past the outer guard with a polite nod.

The earth pony stallion, his face a black and white dapple common of the Baguette Province, wore a fine-looking wrap of silks that were tied snugly around his body in a fashion only possible by having multiple attendants. Their purest shade of white caught the guards’ eyes almost as much as the polished stone pendent that hung around the pony’s neck, bearing an insignia of Prance’s House of Earth.

At the stallion’s side, wearing a slightly more worn, but no less elegant toga wrap of deep purple to match her violet coat, a unicorn mare walked with a singular purpose, her nose in the air in a haughty fashion.

Typical of so many noble fillies and gentlecolts, they attempted to move straight past the two pegasus guards without a word.


Blocked by a set of wings, the two were forced to pause, causing the earth pony to step back as his accompanying mare stood resolute. “Vous êtes sûr que ça va travailler, à droite?” the Phrench pony asked, his accent lilting and precise.

“Bien sûr, juste regarder importante,” the unicorn replied before turning to the pegasus guard with a Phrench accent coloring her otherwise understandable speech. “Excusez-moi, we are expected, kind sirs.”

“Apologies, milady, but all arrivals must present invitations. There has be a recent rash of conponies impersonating ponies of import,” one guard informed them bluntly, causing the purple unicorn to roll her eyes slightly at the news.

Mercí… Is there no decency on Equis anymore? Oui, oui, I understand, sirs…”

“Cela ne va pas travailler... Il n'existe aucun moyen, c'est aller travailler,” the dappled stallion started again.

“Juste rester calme et regarder s'ennuie,” the unicorn replied before reaching into the top of her toga. “Apologies, sirs. My lord has had a difficult journey and is quite anxious to see what all of the fuss is about.”

Pulling a small black case from the folds of fabric, the unicorn opened it.

Focus on what you want them to see… she told herself, trying to maintain a look of boredom as she concentrated with all of her might on the black case. Focus on what you want them to see…

“I present my lord, Sir Merens Prance, Lord of the Township of Oreo,” she said, doing all she could to steady her heart as she focused on the case, opening it carefully to show the guards. “I am his personal assistant and translator, Crépuscule Pétillent, here at the behest of House Denarius for this monumental occasion.”

The guards looked at the paper for a moment as Twilight Sparkle tried to keep breathing naturally. She had always had doubts about this trick, ever since she had first seen it used by the Doctor, and was still clueless as to how it worked, exactly. But they had few other options available to them now.

“Hmmm…” The pegasus guard tilted his head slightly as he regarded the paper.

“Is there a problem, sir?” the unicorn asked.

This had to work. She focused as hard as she could on the slightly psychic paper, practically screaming the concepts of "Invitation, Merens Prance and Guest," in her head.

“No, Lady Pétillent… there is no problem.” The guard nodded, with Twilight nearly letting out a sigh of relief as the two guards lowered their wings. “We must be on guard at all times, you understand.”

“Of course, kind sirs. Astrolia’s blessing be upon you.” Twilight nodded her head in a dignified manner before starting forward, the white-clad, dappled pony following alongside.

“Je ne peux pas croire que travaillé!” the stallion noted as they moved into the exhibition.

“Vous me dites...” the mare responded in an equally disbelieving tone.

As the two pegasi went back to their duty, the guard that had spoken with them huffed slightly.

“What?” his companion inquired as he looked to his side.

“Sir Prance must have some reputation with the fillies,” the guard replied with a smirk. “The invitation clearly said they weren’t together as a couple.”


“Aristocrats. Name one that isn’t.”

“True enough.”

And the guards fell silent as they resumed their duties.


Trying to calm her pounding heart, Twilight Sparkle moved to the side of one wall near the door, wedging herself between a set of tables that held two magnificent ice sculptures and large bowls of drinks for the passersby, and looking over the studio with a cautious eye.

The inside was quite well packed with ponies of all sorts, including servers with trays of food set into holsters along their shoulders with various flowers and bits of food, and crowds standing around large framed portraits and beautifully crafted sculptures that dotted the floor with a prestige as great as any museum that Twilight had ever been to. Gold and scarlet streamers ran from the large chandelier that hung from the roof. Brand new by the looks of it, given the Doctor’s tale of what had happened there the day before.

This exhibition had the same feeling as the Grand Galloping Gala: Far too much pomp and circumstance, nowhere near enough substance. Unlike the Gala, however, Twilight and Oreo had a far more important and dangerous task ahead of them than spending time with the Princess.

Bringing a hoof up to one ear, Twilight brushed her mane back and away from what looked like an ear clip. “Doctor, can you hear me? We’re in,” she whispered.

“We heard everything. Good work.” The Time Pony’s voice was in her ear, sent to her by a magic that she was intensely curious about that the Doctor called "Cellular Signal." “I get the feeling I’m being a bad influence on you. But you’re quite the performer on your own.”

“I took a study of acting method at Canterlot Academy. Our instructor was Phrench. And yes, you are. You do realize that if there wasn’t so much at stake, I wouldn’t be doing this.”

“I thought my heart was going to explode, mademoiselle…” Oreo nodded and smiled to a passing pony that looked him up and down approvingly, speaking through his teeth with an accent, denoting to Twilight that he was speaking in his native Phrench. “They run ponies out of cities with torches for what we just did. And we managed that with a white bed-sheet, a broken piece of stone armor, and a piece of magic paper?”

“Careful, Oreo… Some of these ponies are bound to speak Phrench. Don’t rely on it in here. And you volunteered for this, remember?” Twilight said before turning her attention back to the voice in her ear.

“I was feeling much braver in your magic box with your Doctor talking me into it,” the dappled pony huffed. “What are they saying?”

“Shh… If you want to know, you should've gotten one too instead of refusing the ‘magicky stuff.’ Sorry... No, that was Oreo. Can you say that again?”

“I said I would do it myself, Twilight, but they are sure to recognize me in almost any disguise after the stunt I pulled yesterday,” the Doctor’s disembodied voice told the unicorn. “Just avoid Castagno and Commander Kickback and you should be fine. Nobody--”

“NOPONY!” Applejack’s voice shouted over the earpiece. The sudden increase in volume resulted in the device whining sharply in Twilight’s ear, causing her to cringe at the feedback.

Fine, fine, fine… Nopony else has seen you and nopony even knows about Oreo,” the Doctor advised, causing Twilight to look around worriedly. Thankfully, she could make out neither of said unicorns in sight.

“I don’t see them. I think I see Graphis at the far end of the exhibition hall, though. It looks like he’s entertaining somepony.” Twilight huffed as her eyes scanned over the crowd. “No sign of Marr.”

“Well, she isn’t likely to walk in the front door on her hooves and hope nopony notices the rest of her,” Leonard’s voice spoke in her ear. “Don’t forget, she can swim through any stone there.”

“Yeah, and there are at least a dozen unicorn and pegasus guards in here… If she came out, it wouldn’t go well for anypony.”

“Leonard’s right. She’s not going to come into the open if she can help it,” the Doctor agreed. “And really, that is the last thing we want. She’ll probably wait for Graphis someplace only he would go.”

“His office?”

“That would be my guess.”

“Okay. We’ll head up there.”

“Twilight… be careful.”

“Don’t worry, I won’t do anything you wouldn’t do.” Twilight nodded with a slight smirk, her heart pounding in excitement.

As frightening as it was, Twilight had to admit this also had a thrill to it as she milled around, moving up and into the crowd of ponies as she moved along with the nobles with Oreo in tow. Nodding and turning to a moment’s small talk with another mare that held her up to compliment her dress, Twilight missed the Doctor’s low response over the earpiece.

“That's hardly comforting...”


“A grander turnout there could not have been!” Graphis Denarius beamed proudly, looking out over the scene of his studio at the collection of nobility that had gathered, all in appreciation of his work. “Your compatriots, the Duke of Storm Rush and the Dutchess Sweet Grass. From the Matriarch of House Sky to the... ahem... 'noble' Magistrate of the Downs… Some of the fiercest rivals and closest allies, coming together for a single event.”

The grey stallion turned to his side, a large smile to his face as he looked to his personal guest of honor. The Duke of Roan, Grand Denarius, however, did not share in his offspring’s amusement.

And he was never one to mince words.

“Great… A hundred or so ponies, one half of which despises the other half, crowded in a room with rocks and canvas for the better half of a night,” the Duke replied dully, unaffected by his son's excitement. “If you can be congratulated on nothing else, at the very least they haven’t stampeded one another into the ground yet.”

Graphis’ grin faltered slightly. “Padre… It is in the interest and investment of the arts that they respect.”

“Ah, I see…” Duke Denarius nodded. “In that case, the congratulations go to them… for going along with it.”

Deflated, Graphis shook his head as a pair of assistants moved to the Duke’s side, one of them a pegasus offering him a drink, while another, a smaller white unicorn filly, brought a leaflet to the Duke’s attention.

“Padre… The city will not crumble if you take one night away from the matters of state,” Graphis implored as the elder Denarius looked over the paper. “If you would fancy a tour, I can show you the--”

“Paint on parchment and rocks shaved to look like ponies, Graphis.” The Duke shook his head bluntly. “There’s nothing beyond that. Besides which, this whole affair isn’t about ‘the Arts,’ my colt… It never has been.”

“Padre…” Graphis’ tone turned from imploring to pleading. “I am simply attempting to show that--”

“What you’re attempting is to show off, Graphis. Like you always have, ever since you were a foal.” Grand Denarius sighed heavily, waving the attendants away with one hoof. The unicorn in particular looked quite relieved to get out from between the two of them. “Your brother joined the Guard and worked his way up the ranks from a Private. Never asking for aid, never having to drop my name… and he eventually joined the Rainbow Sentry.”

“Where he fell in battle with a dragon on the Wild Frontier,” Graphis huffed, not at all caring for the turns this night was taking.

“And your sister, Astrolia rest her soul, found a life that made her happy, and a good stallion to share it with.”

“She married a ground-pounder and died of a colic outbreak in Fillyenze!”

Grand snorted harshly, his expression hardening as Graphis winced at the realization of his misstep. “Still your tongue, colt!” Grand held himself in check as the younger Denarius tried to hold his ground. “Victus Bray may have been an earth pony, and he might not have been blue-blooded... but he was a good pony, through and through.”

“And suffice it to say that I am not?”

“Oh, Graphis… We are not doing this tonight, are we?” The Duke rolled his eyes slightly before bringing a hoof to his forehead, already feeling the oncoming migraine approaching.

“As if there is any other time, Padre…” Graphis remarked bitterly. “I do not understand how you cannot appreciate everything I’ve done! This studio has all but supplanted the quarry’s income. It practically saved Roan from financial ruin!”

“A ruin caused by the mishandling of the quarry’s assets by its current administrator,” the Duke countered, putting a hoof to his chin for a moment in mock thought. “Who was that, again? Who was given that responsibility, and completely ignored it in favor of this gilded charade?”

“I built this studio from nothing. You gave me a depleted field of useless rock, Padre. That quarry was a waste of my effort, time, and abilities… I’m simply better than that.”

From nothing? You don’t appreciate what 'nothing' is, colt. That quarry was what gave our family everything we have, Graphis.” The elder Denarius’ tone grew more severe as he spoke. “And as for your ‘abilities,’ you had the chance to prove that… but I was under the impression that ship had sailed when they kicked you out of the Academia.”

“That was a serious miscarriage of--”

“Oh, don’t give me that, colt. Paying off the Critique to expunge the record and grant a title doesn’t make it any less true… Using funds from the quarry to start and supplement this lavish ‘art’ empire, calling what this place produces ‘art’… does not make you a self-made pony.” The Duke’s voice dropped even lower, and the imposing pony bent his neck to look down and meet his child's eyes with his own. “And using our family name and influence to settle petty qualms with somepony that has enough backbone to stand up for himself in spite of this mockery you’ve made of his profession -- all while you think I’m not looking -- does not make you a Duke.”

Graphis pulled back slightly at that last comment, with the Duke’s face a mask of sternness that had led the city of Roan for more than forty years.

“Nothing happens in this city without me finding out about it eventually, Graphis. But all of that I can forgive… except for one thing. You didn’t earn any of it… and perhaps that is my own fault." Grand paused in his scolding to look up again at the assembled ponies, before going back to the other unicorn. "But in case you have not heard, this city… my city… our city… is facing other crises. So you will forgive me if I have better things to do than to pat my colt on the back for flaunting what everypony else has given to him.”

“GAH!” Graphis exclaimed, stomping both front hooves for a moment and drawing attention from some of his guests as he snorted with a barely contained anger. “No matter how high I rise, you always… always seek to drag me down again. Blast it, Padre! Is there no pleasing you!?”

“And that’s what you never could understand,” the Duke replied calmly, holding the younger Denarius’ gaze without turning away. “You never should have tried in the first place, Graphis.”

Holding the Duke’s gaze for just a moment, Graphis turned suddenly and noted several of the guests watching, only to turn away when they realized he had noticed them.

“I think it is best that I go… mingle…” Graphis Denarius managed to contain himself as he bit his lower lip.

“I believe so, colt,” Duke Denarius agreed. “Go and reap what you’re so proud of sowing.”

The two held a tense stare for a few seconds before the younger Denarius rotated on the spot, his fine purple cape fluttering slightly behind him as he moved perhaps a bit faster than he should have, grinding his teeth with every step.

He paused in his minor tantrum only when something he did not expect reached his ears.

“Maestro, is this one incomplete?” a younger, slim-built pegasus asked, drawing Graphis’ attention towards her.

The white-furred mare was quite attractive, a shimmering golden shawl and gown accenting her nearly flawless coat as Graphis turned to see what had caught her attention: one of the gallery's statues.

The grey pony statue had no base or plaque attached, and for a moment Graphis found himself wondering when this particular piece had been brought in for the show. Standing on two hooves, the odd positioning of her back seemed to suggest she was seated at an awkward angle, before he came to a sobering realization.

It ended against the floor, seeming to blend right into the stone. Looking up at the thick, coarse stone mane and facial features, a filly with her slightly-too-big eyes closed, Graphis’ heart all but stopped.

“Oh… This one… Ahem... What’s this doing out here…? Thank you… so much, Lady… um…”

“Rainy Sky. You know, Maestro… perhaps we could--”

“Some other time, perhaps. If you would… please…” Graphis’ tone was rushed and harsh as he moved between the pegasus and the grey filly statue. “I need to... tend to my work. Excuse me!”

The white-furred pegasus’ expression soured a bit, the abruptness of the "celebrated Maestro" clearly defusing any positive impressions she had about him as she moved away.

And so Graphis turned his attention to the strange statue, just in time for it to open its eyes and take a breath, her slitted green irises glowing eerily in the bright light.

Across the street from the Studio de Eterna Magnificenza
A short while earlier

“Can she hear us?” Applejack asked, her hooves clopping crisply on the glass floor of the time machine as she passed behind the Doctor.

“No, I turned off our side. We can hear Twilight, but she can’t hear us. That would be very distracting for her, and she needs to keep up appearances.”

“I don’t like this.” Leonard paced around the control panel as the Doctor pulled the scanner display around, the wavy lines on it moving in time with the background noise and sound of Twilight’s voice as she seemed to be pulled into a moment of conversation with everypony between her and the stairs leading up to Denarius’ office. “I should have gone with her.”

“She’s doing fine, Leonard,” the Doctor assured the blonde pony. “Besides, if you had gone, you wouldn’t have made it past the first guard.”

“Ah still don’t see why she had ta go with Oreo,” Applejack complained, pacing in the same direction as Leonard so that they walked behind the Doctor at different times.

“Because she wouldn’t be speaking Phrench or any other language without someone to direct it at, and there’s no way she’d be able to pass herself off as a local noble,” the Doctor answered as she went by, trying to listen to the background noise.

“It’s still dangerous. Are we even sure that Marr Bell will be here? I mean, it seems a long leap to that conclusion from just one piece of paper,” Leonard pointed out as he took his turn.

“Leonard, this exhibition is the best lead we have. If you have any better ideas, I am all ears. And if your plan works out, I promise I’ll take you to a planet were everyone is actually all ears.” The Doctor paused as Applejack walked behind him, her expression puzzled at what she'd heard. “Actually, I wonder if that planet is still around in this universe. I’ll have to go take a look at some point… It would certainly be an interesting trip, and…” The Doctor’s expression fell as Leonard passed behind him again. “Would you two please stop that? Like a pair of buzzards, you are.”

“Ah can’t help it, Doctor.” Applejack broke away from the roundabout pacing and found herself shifting on her hooves as she turned back towards the Time Pony. “She’s out there, and Ah’m in here doin’ nuthin’ ta help... Ah shoulda gone with 'er. Ahm sure Ah coulda done sumthin’.”

“Uh-huh.” The Doctor shook his head, pressing a button and turning one of the panels towards Applejack. “This plan requires deception, Applejack. Something that, from what I understand, you are not very good at.”

“Dunno know why we can’t jus’ tell them ponies what’s happenin’.”

“I understand that you are not from this place or time, Lady Applejack, but the nobility are a panicky lot. If we inform them of Marr Bell’s existence, they are almost certain to send the Guard after her.”

“And that won’t end well for anypony,” the Doctor agreed, pausing as he saw the orange earth pony turn towards him, eyes wide. “...What?”

Applejack merely smirked at him.

“Oh... Ohhh...”

“Maybe we don’t gotta keep correctin’ ya, after all.” Applejack kept smiling approvingly. “Jus’ keep it up, and soon, y'all 're gonna be jus' like any a' the other pony folk.”

“I rather doubt that, AJ.” The Doctor shook his head, amused at her taking his lack of a tongue slip as a significant sign of change.

“Aw, come on, Doc. What’s the matter, afraid ya might like it? Hey, tell ya what! When we get back ta Ponyville, y'all can try a hoof at real, honest earth pony work. Get up ta Sweet Apple Acres and buck some--” Applejack kicked back a leg in a mock bucking motion.


Much to her surprise, she impacted something solid.


Applejack turned her head just in time to realize that she had carelessly gotten a bit too close to the device that the Doctor and the others had built as she had been moving around, and had hit it with that light kick. And considering her prodigious strength, a light kick was all it took to send it toppling to the ground.

“LEO! CATCH IT!” the Doctor cried out, but only too late as the orb fell over on its side.


As the colored light filled the console room in a brilliant flash, Applejack winced and looked back to the Doctor. “Ah’m so sorry! Did ah break it!?” she apologized hurriedly, rushing over to try and push the device back upright.

“No… I don’t think so…” Leonard assured her, rushing over to help as the Doctor moved from the panel to look it over.

“We have to be careful with that thing. If the prisms are broken we won’t be able to use it on Rainbow.”

“Uh... Use what on me? What is that thing, anyway?”

“It is a device we threw together to get you unpetrified so that you wouldn’t spend the rest of your life as a statue, Madonna.”

“Yeah, so are y'all gonna give us a hoof to get it back up or are y'all gonna jus’ stand there, Rain...”

Applejack and Leonard stopped, both looking in unison towards the Doctor, who was looking to his side in amazement. And then next to the astonished-looking stallion to see a drowsy blue mare, rubbing her eyes.

“Unngghhh... My mouth tastes like sand… Does anypony have a glass of wat--”



“Whoa!” The cyan pegasus had no warning whatsoever before she was bowled over in a tremendous hug by her earth pony friend, the cowpony going so far as to lose her hat in the sudden rush.

“Yer okay!” Applejack held her winged friend for a long couple of seconds as the now very much awake mare tried to take in her surroundings.

“Well... yeah, of course I'm okay. I’m… always okay.”

“Huh… So that’s what it needed.” Leonard smirked as he watched the reunion, with the pegasus trying to squirm out of the earth pony’s vice grip, but not having much success.

“What’s that, Leonard?” asked the Doctor.

“A little of what my mother used to call 'good old, earth pony luck,'” the blonde artist answered, causing the Doctor to give a huff in amusement, watching as Rainbow finally managed to pry Applejack off.

“Okay, okay! Slow down, AJ! So there's hugging... in the TARDIS… A big whatchamacallit... Leonard’s here… Uh... Did I miss something?” Rainbow Dash asked, looking between the three ponies with a worried expression.

Exhibition Hall
Studio de Eterna Magnificenza
At that exact moment

Graphis Denarius’ blood ran cold as the glowing green pair of eyes turned to him, a soft smile on the face of the ponyesque creature.

This was beyond bad. This was even worse than his father’s blunt and callous denial of his abilities and sacrifices.

This was something straight out of his worst nightmares.

“Marr! What are you doing here!?” the grey unicorn whispered through clenched teeth, as much out of a need to quiet himself as it was the simple fact he just couldn’t relax his jaw enough to move it. His head snapped back and forth frantically, worried how long it would be before somepony else noticed this particular, unremarkable corner of the exhibition.

“Well, that’sss a fine hello, love.” The gorgon tilted her head coyly. “Sssorry if I’m late, I was trying to--”

“This isn’t a game, Marr! I said never to come here!”

The grey-furred filly’s expression faltered a bit, obviously not expecting the urgency or the panic that was in his voice. Much to his horror, the gorgon’s slitted eyes narrowed as her own concern grew.

“You invited me...” Marr said simply, her tone unsure as those green eyes looked Graphis up and down. “Is sssomething the matter, my love? You feel… odd.”

Graphis’ eyes went wide in shock as one hoof moved to his neck, and he swallowed reflexively.

“Your heart is racing… Graphisss, what’sss wrong?”

“A… A matter of some urgency, Marr... Just… I need you to go… Just… go home… I’ll come by tonight, just…” Graphis stammered in spite of himself.

“Is sssomepony threatening you?” the gorgon asked, very confused by the reaction she was feeling through the stone floor. “If I didn’t know better, my love… I would sssay you were ssscared.”

“Just…” Graphis looked over towards a small procession of guests, led by Castagno, who was now going over the various works with the knowledge and grace of a Critique, and moved forward to put his hoof to Marr’s face, closing her eyes. “Stay here. Just stay put… Don’t speak to anypony. Don't look at anypony. Keep your eyes closed and be still... I’ll be right back… and… I’ll explain everything. Just... stay... here.” He backed away quickly, suddenly dashing back into the distracted crowd and away from the gorgon.

For a moment, she remained as she was told. Eyes closed, imitating the statues that stood at each side of her.

The statues... of ponies...

Sleeping ponies she had posed... in order to save the city... That these other ponies lived in… and had parties in...

Statues that were not currently gracing the caves of the Northern Griffin Roosts.

Marr’s eyes opened slowly, though none of the ponies milling around her noticed. Nor did they notice when she silently sank back into the floor, as though she had never been there at all.

Maestro's Office
Studio de Eterna Magnificenza

The office of Graphis Denarius was dim this evening, the magical orbs of light that often illuminated the nights of the Maestro having been pulled out to add to the splendor of the display outside.

So there was no way to miss the purple charge of energy when it ran over the door.


The large door popped open as Twilight Sparkle and Oreo quickly pulled one another inside.

“I can’t believe that the Guard posted none of their stallions on that catwalk.” Oreo shook his head, absolutely stunned that they had gotten so far with almost no resistance at all.

“Why would they?” Twilight breathed a sigh of relief, glad to have finally gotten away from the crowd and having slipped unnoticed up the stairs leading to the second floor catwalk, and then up the set leading to the third floor office. “All the guards that are inside are trying to talk to every noblepony they can in order to improve their own stations. After all, with the heavy security outside, how would any troublemakers get in?”

The dappled pony smirked. “With a Phrench accent, a bed-sheet, and magic paper, apparently.”

“Well, we’ve also been lucky,” Twilight admitted as she looked around the room. “But not lucky enough… No gorgon up here.“ As Oreo moved in towards the desk, Twilight brought a hoof up to her ear again, tapping on the alien device clipped to it. “Doctor, are you there? Can you hear me?”

“Hey, Egghead. What’s happening?”

Twilight almost jumped for joy right there at the voice that rang in her ear. “Rainbow! You’re okay!”

“And not made of stone! Time out is over! This mare is back in the game and ready to bring the rain!”

“Well, a little less rain for now and a little more looking around,” the Doctor interrupted the conversation, his voice even and serious. “Did we hear you right? Marr’s not in the office?”

“No, she isn’t… So, how did you get Rainbow out? I thought the device didn’t work.”

“Ah fixed it,” Applejack’s voice, slightly fainter than the other two, came over the line.

“I’ll tell you all about it later, you’ll get a kick out of it,” the Doctor said. “But the important thing is that now we have a sure way to unpetrify those ponies. Now all we need is to get through to Marr Bell. Do you see anything out of place in the office itself?”

“Not much. The place is a real mess, though... There are papers and things everywhere.”

“That doesn’t sound like Graphis at all,” Leonard’s voice came through the earpiece. “He was always one for keeping his workplace clean and efficient. It’s just the way he is.”

“Wow…” Oreo suddenly spoke up, looking over a page on the desk. “Why aren’t these down at the exhibition? This is vastly better than the paintings on display down there.”

Looking up, Twilight moved over to Oreo’s side, inspecting the page in the dim light from outside. On its surface were sketches of a pegasus' wings that the learned unicorn could identify immediately.

“That's... Leo, he’s got your work up here!” Twilight said urgently. “Everything, by the looks of it… Sketches, blueprints, concept drawings, manuscripts… Everything.”

“WHAT!?” Leonard shouted, before several very unkind Roanan expletives followed close by. But even as she tried to tune all that out, something else caught her attention… Something with a glimmer to it.

“That’s… impossible...” Twilight uttered as Oreo pulled up another sheet, looking over Leonard’s work.

“Not really, Twilight. We know that Graphis was stealing other ponies’ ideas. It makes sense that after you ran he would--”

“Quiet, Oreo. Doctor, back in Marr’s cave, when you were looking at Rainbow’s memories...”

“Wait… You were looking at my what?” Rainbow sounded shocked and more than slightly disturbed.

“Okay, never mind, I’ll ask her myself. Rainbow, in Graphis’ office, did you find a crystal pendant?” Twilight asked, carefully reaching out a hoof to slip underneath the chain wrapped around what she had found.

“Oh, yeah… Weird-looking thing. Kinda like a number three with a check-mark,” Rainbow answered.

“Wait, I remember seeing that before,” Oreo spoke up as Twilight lifted the object cautiously with her hoof. “Graphis was wearing it at the quarry when Applejack and I were hiding from him.”

“Doctor… there is something seriously, seriously wrong here.” Twilight held the pendent at forehoof’s reach, as if afraid it was going to bite her.

“What gave it away? The lovesick gorgon, the pony statues, or the crazed wannabe artist?” the Doctor replied sarcastically.

“No, Doctor, you don’t understand. I know how he managed to fool Marr… Graphis Denarius has a Still-Heart Charm!”

“A what?” The Doctor was taken aback. Not surprising, given his lack of expertise in this universe.

“It’s an alchemical charm made for unicorns. Run a magical current through it and it creates a calming effect for the wearer; quiets the heart and nerves, soothes the mind, and relaxes all of the senses. It’s like… tranquility as an accessory. It also allows for intense focus, doubling or even tripling a unicorn's spell power.

“And Marr can feel a pony's heartbeat in order to tell if they are lying… so Graphis got himself something to keep his heart from speeding up,” the Doctor concluded.

“That’s not all, Doctor.” Twilight’s tone was layered with worry. “Still-Heart Charms are illegal in Equestria because they're Dark Magic. Tranquility is addictive, and calming the nerves for the short-term causes all sorts of nasty long-term side-effects.”

“Like what?” Rainbow asked as Oreo suddenly prodded Twilight’s shoulder, but the unicorn waved him off.

“Irritability, paranoia, mood swings, delusions, and impaired judgment, to name a few. But that’s still not the worst of it.”

“Twilight, get to the point, already.”

“Doctor, Still-Heart Charms haven’t even been invented yet!" Twilight said quickly, again brushing Oreo’s prodding to the side as she explained her legitimate concern. “They won’t be invented until late in Celestia’s Reign! Maybe fifty or sixty years before our time! This should not be here!”

“...And neither should you.”

Twilight looked up at the new voice… this one not in her ear, but right in front of her.

The grey-furred stallion stood on trembling legs, his flanks all but heaving with anger as both his horn and the door to the office began to glow, and the latter snapped shut with a resounding slam. As prim and proper as he tried to pass himself off before, the dull light from the outside of the office cast a pallor over him, dulling the flamboyantly bright noble's clothes and giving the angry pony a far more sinister look.

“G-Graphis Denarius…” Twilight uttered aloud, still holding the Still-Heart Charm out at a distance.

“Oh, dear. This isn't good. Twilight, keep him talking!” the Doctor said shortly before a slight "beep" cut out his voice.

“I should have guessed… I should have known old Leo would send a harmless filly…” The artist’s eye twitched slightly as he held an aggressive posture on his hooves. “Just like him. Always putting something new out there… always thinking outside the mainstream… Hiding behind Master Vero, hiding behind the old Critique, hiding behind that wretched pegasus and Doctor…”

To most ponies, the maniac gleam in his eyes, and the aura of power and aggression that he put forward, would have been an intimidating sight. But much to her own surprise, the purple unicorn found that she was not afraid in the slightest.

She was Twilight Sparkle. She was the wielder of the Element of Magic.

She had charged Nightmare Moon herself. She had stood her ground against an Ursa Minor. She had been held in the clutches of a gorgon and outsmarted a full-grown hydra, and in every case, survived to tell about it.

She had changed the fate of all of Equestria for the better, rewriting history itself to prevent her own rise to power and descent into madness.

And what she was now facing couldn’t measure up to any one of those.

“Those are my friends,” Twilight said defiantly before holding up the charm on the chain. “And these are dangerous, Graphis. But you already know that. Look at you; you’re falling apart under the stress. How long have you been using this thing? Where did you get it?”

“It is mine! All of it!” Graphis snarled and snorted, rearing back on his hind legs threateningly. “My charm! My studio! My city! Do you think you can just trot in here and tell me what to do with what is mine!?”

Obviously enraged beyond the point of reason, the horn of the grey unicorn exploded into a frenzy of pale power, lifting a stone bench effortlessly and flinging it at the desk. Twilight and Oreo had half a second to duck as the heavy, slow-moving projectile went crashing against the stone wall behind the desk.


“Oh, you want this? Fine.” Twilight held up the Still-Heart Charm for a moment, catching Denarius’ attention before tossing it with a feeble throw towards the window. “Go fetch!”

The charm had only left her grasp for a second before it was suddenly surrounded in a grey aura of magic.

“You stupid mare. Even if you threw it out, that’s crystal! No physical force is going to even scratch it. Did you really think that was going to work!?” Graphis shook his head with a mixture of annoyance and incredulity.

“No, I just didn’t want to touch it directly with my own magic and let it work its charms on me.” Twilight shrugged before her own horn lit up. “Thanks for insulating it.”



Graphis cringed as the bolt of purple magic impacted his own, overwhelming the Maestro's aura and striking the charm itself with what must have been the equivalent of a dozen spells' worth of raw energy. Overloaded to such a degree, the charm never stood a chance, shattering to a million pieces.

The shock on Graphis Denarius’ face lasted only for a moment. The outrage that replaced it was instantly directed at Twilight as Oreo moved up beside her, emboldened by the unicorn's bravery with a new-found courage in his steps.

“We know about the Lost, Denarius!” the Phrench pony objected as the anger rolled in waves off of the noblecolt. “And we are going to tell everypony.”

“Oh… is that so?” Denarius’ eye twitched slightly as his horn glowed again. “Tell me how you will possibly accomplish that... seeing as you won't be leaving this office... alive.”


The three ponies inside the office atop the studio were suddenly showered in a rain of stained glass as the window over the desk burst inward dramatically. In the chaos, a winged figure holding up two others with some difficulty flew through the newly made opening, dropping her cargo to the ground.

Applejack and the Doctor landed on the floor with ease, Rainbow dropped down on the other side of Twilight and Oreo, and Graphis suddenly found himself seriously outnumbered.

“YOU!?” Graphis’ eyes went wide as he recognized the rainbow mane of the pegasus. “No… You were in the cave! You were a statue! I saw it!”

“I got better.” Rainbow smirked, drawing a hoof up defensively as the five ponies stood against the single unicorn.

“It’s over, Graphis!” the Doctor declared victoriously.

The Maestro's eye still twitched madly and his nostrils flared as he sharply exhaled every breath he took during the stand-off with these five ponies.

Then, for a moment, just a moment, his horn flashed a dull grey...


...and the five ponies felt themselves sink without warning into the stone floor, their hooves caught in what felt like thick mud.


Very suddenly, the liquid surface of the floor hardened, rendering the intruders utterly trapped as the unicorn who cast the spell breathed a steady sigh of relief.

“Yes... it is over... for you,” Graphis Denarius sneered.


Just outside the studio

“Did you see that!?” The guardspony standing at the front door of the Studio de Eterna Magnificenza was almost blown off his hooves by the sheer speed of whatever had dove over his head and into the window above.

“No, but I heard it!” his compatriot agreed, also looking up. “Whatever it was, it slipped past the Air Patrol. We should check it out.”

“One of us has to guard the door...” The first pegasus guard shook his head as he looked back to the closed entryway.

He had been specifically told that after sunset, they were to close up the door and allow no other admittance. Lord Denarius had been quite specific on that, and he was the one in charge.

“I’ll go, you stay. I’ll shout if there’s a problem.” The second guard nodded, his concern mounting with each passing second as he pushed his wings to get him airborne despite his heavy bronze armor. Moving up as quickly as he could given his heft, the guard was barely ten feet off the ground when he realized something was wrong. His wings were sluggish… and his mind was getting… fuzzy.

Before reaching fifteen feet, the guard’s wings ceased to flap and he unceremoniously fell to the ground.

“What the? Alabaster!” The first guard started to race from the door towards his fallen friend before a sudden weight seemed to pull on his limbs as well as his eyelids. “Are you… are… alright…”

The guard crumpled in mid-stride, collapsing to the ground with only a bit of momentum to get him out of the direct path of the door.

Then, even as they lay in their forced slumber, both guards shivered with a sudden chill.

Slipping from the air, wisps of blue smoke coalesced and gathered, their form intangible, but very much alive as they danced through the air towards the doorway. Pressing up and against the large stone doors, the flowing mass seemed to sink into the structure itself.


With its size reduced by half, the smoke moved with the speed of the wind around the building to the far more oft-used backdoor. Once leading to the artists’ area, the doorway now served as a secondary exit.


Or rather, it used to.

As events unfolded three stories above, and the unwitting nobleponies milled about for the sake of appearance on the ground level, nopony was any the wiser of the danger they were now in.

The bait had been set…

The prey had been lured…

The trap had been sprung…

And things were about to get very interesting.

Ch. 9: A Night to Remember

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Chapter 9: A Night to Remember

Maestro's Office, Studio de Eterna Magnificenza
The Pony City-state of Roan
27th of Summer, 1491 A.R., 9:20 p.m.

The light from the full moon gleamed off of the broken pieces of red and blue stained glass that now littered the stone floor of the famed studio’s third floor office, adding a strange sort of sparkle to a dire situation that was unfolding on this most fateful of nights.

Graphis Denarius, Genius and Maestro Sculptor, breathed heavily, fighting off the intense pain running down the back of his head from the intensive spells he had cast in such a short succession. But the pain was worth it as he watched the five ponies before him struggle, futilely attempting to lift their legs as realization set in that their hooves were trapped in the floor.

“Ignorant little things,” Graphis sneered with a superior air, his muscles still tense, clenching his teeth at every pause. “I know stone. I understand it... Even before my rise to prominence, I could lift and manipulate it like no other! Did you really, honestly think that you could stage this little revolt against me in the middle of my city!?”

“Uhhh, yeah?” Applejack shrugged offhoofedly as she continued to try and pull against the stone anchoring her hooves in place. In spite of her strength, unfortunately, she simply could not get the leverage to break free.

“Not so much a revolt as an intervention,” the Doctor, standing at the orange earth pony’s side, clarified, having ceased his own struggle to stand tall, facing the grey noblepony. “But it looks like he got us. Girls… Oreo… just calm down. No sense in getting all worked up.”

“I just got out of being a lawn ornament,” Rainbow declared, flapping her wings violently as she tried to lift herself from the restraint and causing her knees to pop with the strain. “No way am I gonna get grounded again by this primp little--”

“Rainbow, he’s right. Calm down,” Twilight said quickly, focusing her gaze at their captor.

It went against her better judgement, but hearing Twilight, the pegasus’ wings ceased to beat and she relaxed in place. “Hope you eggheads know what you’re doing...”

“I just want to know one thing, Graphis,” Twilight said, ignoring Rainbow for the moment and attempting to hold the noblepony’s eyes. “Why?”

“Why what?”

“Why did you do it? Why manipulate a naïve gorgon to petrify perfectly innocent ponies? For bits? To be famous? Just so other ponies could call you Maestro!?”

“You know about…” Graphis’ anger was overwhelmed by shock for but a moment before his tone became clipped and harsh again. “Of course… You're the ones who sent that foalish snake here. Such a bold plan… trying to expose her to the nobles. But it won’t work.”

“It weren’t us,” Applejack corrected him, her own voice edged with defiance. “But even if it were, it would serve y'all right! Y'all walkin’ 'bout with them fancy rich nobleponies while the less fortunate ‘re standin’ right in front of ‘em. Baskin’ in the spotlight while ya have Marr doin’ yer dirty work! And yer lyin’ ta all of ‘em!”

“You think you’re so noble, don’t you? The lot of you. Commoners trying to be heroes. Playing pretend!” Graphis shook his head in disgust, stomping a hoof. “Like Leonard, you pathetic ponies need to learn your place! The herd exists to better the situation of those that guide it! That is the way it has always been! Earth ponies are beasts of burden suited to grow food and pull wagons! Pegasus freaks are meant to be thrown into battle to die for the advancement of their betters! And it is the place of the unicorn to lead the way and reap the spoils! We are the true power and might of Roan! That is the natural order of things! The common pony is just another resource to be harvested and used, like the stone of Roan itself! So what if the herd is clipped by a predator in the night!? Nopony who matters cares. In fact, those poor wretches should be thanking me! They are worth far more on the auction block then they would ever be, milling about the dirty streets!”

Twilight reeled back in utter disgust, as if Graphis' venomous words would leave a stain on her fur. She had known of some unicorns in Canterlot that had whispered these sorts of things; an ugly throwback from a darker age. But those were subtle and private murmurs, spoken only in the lowest of tones for fear of immediate and fierce reprisal.

Equestria had been founded on the idea that all ponies shared a common bond and were on equal hoofing, so to speak. And now, she was beginning to see why this had been such a radical development for all of Equis.

“So you took advantage of the gorgon’s ability in order to put yourself at the head of that herd. All for your petty ego.” The Doctor gave Graphis a sideways look. “But nopony else knew about the gorgon in the quarry. To have her so confused, playing so expertly on her fears, and keeping her in the dark for so long. Such a clever scheme…” The Doctor’s eyes narrowed. “You couldn’t have done this alone.”

Whatever composure Graphis Denarius had regained in his victory was lost in that moment, replaced by an almost raving drive as he stomped his front hooves violently.


After the artist's almost ear-splitting tirade, there was a moment of silence that was nearly as deafening, broken only by the panting of the outraged pony as he stood on trembling hooves.

“What about Marr Bell?” the Doctor asked, his tone as neutral as his face was.

“What about her!? That stupid beast eats out of my hooves and will believe anything I tell her! A valuable tool in my rise to renown, but a tool, nonetheless!” Graphis snorted dangerously. “A tool to be discarded when there is no more need for her, just as I have no need of you!”

Graphis broke his eye contact with the Doctor’s cold blue gaze to look over the faces of his captives, expecting to relish in their fear and intimidation before his undeniable supremacy. But as he did so, the crazed sneer on his lips slowly melted away.

The expressions on those faces were not ones of fear and helplessness as he had thought... but instead ones of mute shock, concern... and a touch of genuine sorrow. Hardly the reaction he would have expected from some ponies whose days were--

“D...did you ever love me...?”

The question did not come from in front of him, but from behind.

Graphis turned around so violently, one might have thought his neck would have snapped from the whiplash, his victorious smirk gone in an instant as he laid eyes on the trembling form of a grey-furred mare, her emerald eyes brimming with pearly tears.

“M...Marr… I was… It was…” Graphis stammered.

“I trusssted you…” The gorgon’s tone fell as she lowered her face, the coarse grey locks of her mane falling over her eyes.


“Twilight…” The Doctor turned his head to the unicorn, his tone hushed as the stone around them crackled under their hooves. “Got any spells that can cushion a fall?”

“Yeah.” Twilight nodded, remembering having studied for just such an occasion after that terrifying plunge at Froggy Bottom Bog.

“Get it ready…”

“It… It was a trick… Just… the unicorn putting words in my mouth!” the grey noblepony spat out as he took a shuffling step back away from the gorgon. For a brief moment, his eyes darted back past the still ensnared ponies towards the broken window, clearly calculating the odds of him successfully making a break for it.

He turned back just in time to see Marr’s head snap up. With fresh tears still streaming down her face, the black slits of her eyes narrowed almost to the point of being invisible, and her lips pulled back in anger.

Under their captured hooves, the five ponies could feel something pushing against the stone, buckling and straining on their restraints as something large seemed to be pulsing underneath them. It was at this point that Twilight and her friends realized that Marr’s backside was melded into the floor itself and the rest of her serpentine body was unseen.

Now they knew where she was hiding it.

“HISSSSSSSSSSS!” Marr’s long forked tongue slipped from her mouth as she pulled herself up and her hooves left the floor. The rest of her body followed, and she towered over Graphis wearing an expression of the purest outrage. “YOU’RE... LYING!”


Then, just like all of the lies and illusions, the floor fell apart and crumbled away.

Exhibition Hall
Studio de Eterna Magnificenza
A few minutes earlier

“Your Lordship… If I may…” The beige-colored and robed Academia pony, Castagno, stepped up towards Grand Denarius.

Taking note, the larger grey unicorn let out a small sigh, then waved a hoof, sending the noblepony’s attendants backing away after a moment. “I would rather you didn’t, Critique, but I get the feeling you are going to, anyway.” Duke Denarius rolled his eyes a bit.

“I only wished to say that your colt has gone to great lengths to win your approval on this night. And the other nobleponies are... talking. Do you think perhaps that the handling of this matter may have been a bit… harsh?”

Grand was quiet for a moment, seeming to ignore the other unicorn as his horn glowed, bringing a scroll up to his eye level to read. He had to squint slightly to do so, as the blasted chandelier kept swaying to and fro on the ceiling, causing shadows to dance on the paper.

“Do you have children, Critique?”

“No, My Lord. Not as such. But I have overseen the education of--”

“It is a very difficult thing…” Grand interrupted the other unicorn. “You try to instill a sense of right and wrong. You try to teach a sense of self-reliance and drive. And perhaps you push too hard for excellence when they are young and you realize far too late that they are not intended for excellence. That they are better suited for the more practical and vital of tasks.”

Castagno grew quiet.

“But instead of accepting that, the colt continues to drive forward, looking for the praise of anypony who will give it, regardless of if it’s well-deserved or not. Cutting corners and taking what he wants without any respect for what goes into creating it. Ambition turns to arrogance… Drive turns to pride… And he ends up in a gilded cage trying to achieve something he was never meant for.”

“Graphis is only trying to impress you, My Lord.”

“I know…” Grand nodded solemnly, not looking away from the scroll. “And that is what makes it another of my own failures. Perhaps my greatest.”

The Duke of Roan looked up from the paper, his piercing, experienced eyes locking on Castagno’s and making the artist pony cringe.

“And that is my burden to bear. Not the gossip of the nobility, and certainly not a matter for you to criticize, Critique.” Grand’s tone was harsh and direct. “My family is not an art gallery and I am in no mood to play games of intrigue. I have not been... for a very long time. Now, if you’ll excuse me, I have real matters of concern to attend to, and they do not involve whatever my colt has paid you to say to me.”

The Critique drew back slightly, unsure what it was that gave him away to the Duke, and it was obvious that his own intentions had deafened his ear to the beige unicorn’s normally silver tongue. Still, composing himself as a noble might, Castagno bowed his head and backed away respectfully as Grand went over the scroll given to him.

The Duke’s shoulders slumped as he read over the latest report of the continued disappearances and growing unrest in his city. The Lower District had already grown "vocal" at the vanishing of the artist, DiHoovsie, and there was an ever-mounting concern not that he had joined the Lost, but that he had been driven away or imprisoned by the Guard. A concern given weight by the mobilization of large numbers of House Denarius’ own Guard in the Lower District, and whispers of a hunt against the one mad unicorn that the common pony had grown to trust in this dark time.

Rumors were spreading of the nobility’s lack of interest in the problem, and tensions had never been higher. Worse yet, there were whispers that the lack of attention, meant to try and soften the concerns of the panicky, superstitious common-folk, was equivalent to an admission of guilt and involvement in whatever conspiracy had taken their loved ones away. Rumors that were growing bolder, as it seemed innocent bystanders and witnesses to these abuses of power were being taken away and imprisoned.

His own inquiries and attempts to bludgeon through the Guard’s protocols and bureaucracy to find this "Miss Keeper" mentioned in his agents’ reports had not yet been successful, but he was intelligent enough to know that if this allegation was discovered to be true, the resulting outrage would only fan the flames.

Grand Denarius looked up at the still ongoing "exhibition" -- (or, as he saw it, "birthday party" -- and wondered how many of these so-called nobles realized just how precarious their positions of wealth and power were… and how quickly the sky might come tumbling down on them.


As his eyes darted upwards, enormous cracks were forming in the roof towards the front of the exhibition, above which the separated office of the Maestro was kept. The sound of it overpowered the din of conversation, immediately catching the attention of all of the attending ponies.

The Duke didn’t expect the oncoming fate for the nobility to be upon them quite that quickly, or that literally.


The elegant calm of the exhibition was replaced by chaos. Soft and clipped conversation replaced by screams. And dainty walks replaced by panicked gallops as the ceiling came tearing down, the stone breaking apart as if it were thin ceramic tile.



A burst of purple energy danced across the studio as the falling stone, poised to crush any ponies underneath it, suddenly slowed, its descent halted by a sparkling purple field. Using the few precious seconds this bought for them, the nobleponies in harm's way wasted no time in running for safety.


But as the chandelier impacted the floor, the magical light that had filled the exhibition hall and the outside was extinguished, having been linked to the glow of energy cast off not from flame, but from a well-executed spell of illumination. The room was plunged into near complete darkness; the only source of light being the streams of dim moonlight coming in through the broken third floor window.

Confused, the panic grew by leaps and bounds as the darkness encroached, a situation that was not helped as what was on the floor above came down heavily to the ground.



The magic wore out as the stones neared the ground, a perceptive eye able to make out multiple pony shapes struggling to pull themselves upright to shake off the fall. The quickest to recover dove away from the mess, the now-familiar silhouette of a caped, beret-wearing pony pulling himself out from the rubble with a speed often attributed to a pegasus in full flight.

“GUARDS! GUARDS!” Graphis Denarius shouted at the top of his lungs.

Then, a new terror set in as a large, thick coil drove out through the stone debris, reaching out and only barely missing the hind-legs of the fleeing pony with a powerful lash. The gathered ponies, guard and noble alike, watched in horror as something slowly rose up from the rubble... Something large.

With clouds of dust and shards of stone falling off its frame, the long, snake-like form with a pony's body at its top brought itself up to tower over the room with its presence. Bright green eyes, slitted like a dragon’s, glowed menacingly in the dank as Duke Grand Denarius felt a pang of fear cross over his own heart even at his distance.

Astrolia help us…” The Duke of Roan pulled back slowly in a shock and fear he had not felt since his own days of youth and action, fighting on the Wild Frontier.


Any remaining thought of poise and pomp among the gathered nobleponies was gone in that instant, replaced by the frightened panic of foals in the face of something more terrifying than their worst nightmares.

Then, the gorgon dove forward.

Across the street from the Studio de Eterna Magnificenza

“DOCTOR! APPLEJACK! TWILIGHT! SOMEPONY ANSWER ME!” Leonard DiHoovsie stood at the control panel of the TARDIS, terrified of the sounds coming from where he had heard the exchange between Graphis and his friends. The tense situation was now overcome with cries of shock and a loud hissing that he was more than able to recognize.

He didn’t know if they could hear him, but now alone in the Doctor’s impossible machine, the artist’s fear had reached a fever pitch.

What on Equis is going on in there!?

Rushing to the door at a full gallop, Leonard grasped and pulled it open, dashing out of the blue box to look across the street towards the Studio de Eterna Magnificenza.

The lights surrounding it had gone out, driving the entire area into near darkness that he had to squint to peer into as Leonard saw multiple stallions racing towards the doors. There was no procedure or organization to their movements; just a panicked frenzy as the doors refused to yield.

In spite of the stone walls, which normally muffled all but the greatest of sounds, Leonard could hear the cries from inside the studio. Outside, a pair of unicorns was trying to pull the doors open with great strain while two pegasi dove skyward, obviously intent on the broken window gaping open on the top floor.

To the artist's horror, both of them fell to the ground before making it halfway up, crumpling and crashing almost directly atop another pegasus pony that had clearly suffered the same fate before them.

“Oh, no… Oh, no no no…” Leonard shifted on his hooves in concern as he watched the impotent attempts a moment longer, realizing better than any of them the severity of the situation.

His friends, as well as the whole nobility of Roan, were trapped inside Graphis’ studio… Trapped with Marr… And if the hissing he could still hear over the "speaker" (as the Doctor had called it) was any indication, she was even more angry now than she had been when he met her.

And he was outside, told to wait in the safety of the TARDIS while Rainbow carried the Doctor and Applejack to Twilight and Oreo’s rescue.

Leonard bit his lip as he tried to keep tears from welling up in his eyes. Again, he was held back, told to stay out of harm's way. Not just by the Doctor, but by his own fears and cowardice as these amazing, heroic mares and the mysterious stallion with the magic box. even Oreo, a mere quarry worker, dove forward into danger.

All the while, he watched from the outside… grinding his eyes shut as he cursed himself for being so weak.



Exhibition Hall
Studio de Eterna Magnificenza

“Unnnghhh…” Twilight shook her head, the pain running down her neck warning her of her own limits as her friends pulled themselves up out of the rubble.

Unicorn magic was very powerful and had many uses, but every unicorn also learned early on that repeated use of intensely powerful spells, particularly on the scale she had been casting over the last few days, was difficult to keep up without rest. Her endurance was certainly top-notch given her age, but even she was beginning to reach her limit.

But that wasn’t her immediate concern, as Marr dove forward into the crowd of ponies, who scattered in fear as the gorgon chased after Graphis.

“Everypony okay?” she asked quickly, turning around.

“Ah’m good. Come on, Oreo!” Applejack helped the black and white dappled Phrench pony to his hooves, almost having to shout over the chaos of the room as ponies nearly stampeded to get out of Marr’s way.

“Oooww, I think I landed on my wing…” Rainbow winced as she rolled over, trying to stretch out her left wing. “No breaks, that's good.”

The Doctor rolled to his hooves a bit clumsily, looking around the dimly lit room and taking in the situation in a moment as his blue eyes moved to Twilight. He wasted no time on confirmation, instead focusing directly on the immediate issue. “Okay! We have to get these ponies out of here! Applejack, Rainbow Dash, try to slow Marr down! She’s beyond reasoning while she’s this emotional! We have to calm her down!”

“Gotcha, Doc!” Rainbow dove like a bolt of lightning after the pony-serpent.

“We ain’t gonna be able ta do much, but we’ll do what we can!” Applejack nodded, although she found herself seriously wishing she had a length of rope for this task as she moved after her friend.

“Right. Twilight, Oreo, come on!” The Doctor dove in the opposite direction, Twilight only giving a slight moment of hesitation before following after him, having expected him to also go and try to stop Marr’s rampage.

Shrieks of terror rang and echoed off the stone walls as one of the guards managed to get a bead on the large serpentine creature moving across the room, with Marr confused and disoriented by both anger and the random vibrations caused by the panicking ponies stampeding wildly around her in an effort to get away. It was not until a pegasus descended on the gorgon that Marr came to realize she was under attack, a sharp kick across her jaw from the lean pony snapping her attention up to him for a moment as the pegasus hovered in position.

“Hold, beast!” he cried out over the din, retaining his trained discipline as he held himself upright and pointed a hoof directly at the serpent-pony. “In the name of Astrolia, Lady Lunar, you will stand do--”




A green-coated noblepony rushing past came to a screeching halt as the guardspony suddenly plummeted to the ground, his form a solid marble white and his face frozen as one of demanding authority. Gasping for breath, the noble pulled himself back in shock…


...only to be caught in yet another burst of prismatic light, replacing a green coat and lovely purple cape with dull grey stone. Marr brought her tail around, intent on sweeping the distractions out of the way as her eyes scanned around wildly for her target.

“INCOMING!” came a voice from above, catching the gorgon by surprise as she twisted about to see a streak of blue move past her head, dropping something where she had just been looking. A something that impacted her a fraction of a moment later, catching just above where her serpent body began and falling into her back. Before she could react, a set of of forelegs grasped around her shoulders, pinning her hood down along her neck. Shocked, the serpent pony hissed in anger and thrashed about, sending a set of tables flying and giving a few moments for those near the snake-like creature to rush away.

“Marr! Sugar! Ya gotta settle down! Don’t do this!” Applejack shouted, holding on for dear life as the gorgon bucked around wildly, thrashing from side to side in an attempt to dislodge the orange farm pony.

A feeling of Déjà vu was not lost on the rodeo-winning cowpony, of course, but this time, Applejack had some idea of what she was getting into. Marr’s upper body was still hard and her fur was coarse, but it was much easier to hold her there rather than along her craggy back as she had two nights before at Leonard’s shop.

But even with a firm grip, the cowpony knew she was just biding time as Rainbow whipped around quickly, diving down to push ponies out of the way before the gorgon’s tail could come crashing down on them. Unbidden as she felt the gorgon shift and thrash under her hooves, Applejack found herself realizing that in spite, and perhaps because of their obvious fear, the ponies in the studio were simply rushing around in circles.

Unfortunately, she couldn’t spare the time to wonder why, as Marr began to corkscrew, violently squirming to throw her off.


“PUT YOUR BACKS INTO IT, YOU FOALS!” Commander Kickback, in his dress armor, was looking far less the part of the respected military commander than he had intended this evening, as he barked at the two unicorns bucking their back legs into the door. They were feebly attempting to break the heavy barrier down as four more guards tried to hold back a crowd of nobleponies making for that exit.

“It’s no good, Commander! It won’t move--”


Kickback didn’t know what this thing was that had dropped in on the exhibition, but as his attention was drawn to a bright flash of light, he found that he had no desire to find out. His posting here was supposed to have been strictly ceremonial. Perhaps he could have found the chance to impress a rich filly with tales of dashing and daring during his service to Roan. And it had all been going to plan before that monster had appeared.

“HARDER!” he shouted, looking back towards the nobles pushing against the guards under his command, who themselves also seemed to be on the edge of insubordination as fear grasped their own hearts. Only a few dozen feet away, the creature had caused a new spark of panic and the ponies in back struggled with increased fervor as there were cries to be let out. With a frustrated snarl, Kickback turned to address the frilly upper-crust. “Everypony remain calm! We have everything under control!”

“Well, if this is you having things under control, I would hate to see what you would call a disaster.”

The hairs on Kickback’s neck stood on end as he recognized that voice, turning with a snapping motion as one of the guards yielded and allowed the brown stallion past the line when faced with a small black case held by the purple unicorn.


“Last I checked, it was.” The Doctor nodded, moving past the unicorn without hesitation as Oreo and Twilight followed. “There have been a few times I wasn’t quite’ me, but at least I have the benefit of not being you right now.”

“WH-- NO! THIS IS YOUR DOING, ISN’T IT!? GUARDS! SEIZE THEM!” Kickback raged, his throat starting to grow hoarse. When his soldiers didn't immediately rush at his command, he turned around to see the reason why he was being so blatantly disobeyed.

To one side, a set of unicorns were gasping for breath, close to exhausted from trying to physically knock down the door, while the rest of his guards were holding back the rows of ponies from the door to prevent them from stampeding themselves into the blocked entryway.

Grinding his teeth, the commander of House Denarius’ Guard was very much out of his element, causing him to turn back to the two ponies that had escaped him the day before.

“FINE! I’LL DO IT MYSELF!” The unicorn stomped in frustration, taking an aggressive stride toward the pair. “In the name of House Denarius, you are under arr--”



Kickback was sent tumbling to the ground with a sharp kick to the head from one side, having not even taken note of the dappled black and white pony that had come up beside him.

Incompétent,” Oreo huffed in frustration.

“Bit drastic don’t you think?” the Doctor asked as Twilight moved to the door, her unicorn magic holding the black case open in front of the fatigued quartet of unicorns, who fell back immediately from whatever they saw on the psychic paper.

“Not really,” Oreo remarked, looking down to the prone form of the Commander and grateful that none of the soldiers around them seemed at all concerned with punishing him for his impertinence. “Denarius’ guards make a hobby out of harassing immigrant workers. He’s had that coming for a long time.”

The Doctor shrugged slightly, moving to Twilight’s side at the door as she pushed her shoulder into it. “What’s the holdup?”

“I’m not sure… I don’t think it’s barred from the outside, and the lock isn’t in place.”

“Maybe it’s pull to open?”

Twilight gave the Doctor a blank look, amazed at how he could make jokes given the gravity of the situation, punctuated by a loud hiss heard from over the shouting panic of the nobleponies.

“...Bad time?” the Doctor deadpanned.

“Yeah, bad time.”

“Alright, then, let’s get this open. Stand aside, Twilight. If there’s one thing that I know how to do…” The Doctor whipped his front-right hoof forward, the sonic screwdriver snapping into place. “’s how to open doors.”


The crystal top of the sonic screwdriver glowed with a prism of colors as the brown stallion pointed it directly at the lock. But after a moment, the look of confidence on the Doctor’s face was replaced by a surprise that filled Twilight with dread for some reason.

“That… that can’t be right…” The Doctor flicked his hoof up, looking at the device a moment before trying again.


“That’s impossible!”

“What is it?”

“The doors…” The Doctor’s tone was astonished, something that made Twilight very worried as he looked up to the heavy stone doors. “They’re deadlock sealed!”

“I thought the sonic screwdriver could do almost anything.”

“With two exceptions: It doesn’t affect wood and it can’t open a deadlock,” the Time Pony explained, utterly baffled. "How can this door be deadlocked!?"

“Doctor… Twilight…” Oreo’s voice tried to cut between them as he kept an eye on the exhibition hall.

“Okay, hold on, let me try.” Twilight ignored him, her horn igniting as she turned to the door, thinking perhaps magic might work where the Doctor’s advanced science had failed.


The spell charged as she expected, but when she reached out her focus on the door and the lock, Twilight's magic was stopped dead. Her legs locked up and her eyes opened wide, pupils dilating as her mind suddenly brushed up against something hidden deep within.


*Sharp… gnashing… teeth*

*Cold… high… familiar laughter…*

*Devoid of joy… Empty… Hollow…*


“AGH!” Twilight's spell backfired, pain surging down her spine and through her entire body like a wave as lights exploded in her eyes. The sheer recoil caused her legs to give out as she was blown back.

“TWILIGHT!” The Doctor rushed to her side, setting his flank against hers to keep her from completely crashing over to the side and helping guide her down to a resting position. He was no expert in this universe’s laws of magic yet, but even he could guess that the fact her horn was smoldering and letting off a dark purple smoke was a bad thing. “Twilight! Are you alright? What happened? What was that?”

Twilight Sparkle fought back tears as she tried with all her might to open a single eye. Pain continued to sear her nerves, the violent magical surge wreaking havoc on her already strained body, and her mind reeled from her encounter with something she had once considered pure myth. A concept that she had read about only in the darkest of Pony Tales and the most fringe theory of ethics. Something so dark, so unknowable, that it had no name.

She gasped for a moment, struggling to think of any word that came remotely close to describing what she had felt.



Oreo’s shout tore the two ponies back to reality as both of them looked about, realizing the crowd of nobles and the guards that had been holding them had scattered out of the path of the gorgon that was moving closer. Now she was crashing into the walls and carving deep gouges into the floor as she wildly flailed, still held tight from behind by the orange farm pony who had long since lost her hat during the wild ride and was now holding on for all she was worth.

They had only a few seconds to take note of Marr’s powerful body recoiling from a strike against one wall, the stone melding like clay around her form and jumping back as her tail came slamming down on the floor atop the trio.

With no time to act, Twilight closed her eyes as the Doctor held her tightly. Oreo cringed, bringing up his forehooves to protect himself.




Then the darkness took her, as exhaustion won out over determination, and Twilight Sparkle slipped away into unconsciousness.


Marr’s tail came down like a hammer on an anvil as the gorgon recklessly did what she could to throw the cowpony off of her shoulders, carving a deep groove down into the area in front of the door as a dozen ponies rushed away, seeking some new shelter from the rampaging monster.

One thing that was abundantly clear was that, in her rage, Marr seemed to give no pause or thought to the decorations and trappings of the studio. Her tail swept off and crashed into tables, flipping them and their contents over to send bowls of punch, bottles of expensive wine, and large ice sculptures crashing onto the stone floor, adding yet another hazard to the ponies trying to escape her as many of them slid over the wet surface in their desperate attempts to flee.

Applejack knew she couldn't hold on much longer as the few guards left tried to regroup, breaking away from whatever tasks they had been assigned by the now out of commission Commander Kickback and moving to engage the creature with magic and on wing.

“No, you idiots!” Rainbow Dash tried to contain the situation, rushing into their way and hoping to cut off their assault from the air. “Stop! Don't attack her! You're just making her mad!”

Unfortunately, Rainbow’s cries fell on deaf ears as the armored ponies moved past her with enough force to make her spin slightly in the air. Building up momentum quickly in the enclosed space, they tightened into an attack formation, the unicorns on the ground taking stance with their horns flaring to life in a variety of colors while the pegasi engaged from above. Marr was hit by a combination of magical energy blasts and fly-by aerial tactics that Rainbow could remember reading about in Flight School.

But as the magical bolts impacted the gorgon’s snake-like stone body, they didn’t even scuff her scales. One stray bolt, however, was the final straw for Applejack as the tired rodeo champion took a blast intended for the back of Marr’s head, sending her flying off before Rainbow managed to catch her.

With nothing left to hold back her most potent weapon, the gorgon twisted around to face her attackers with renewed fervor.


Cries were silenced in an instant as Marr shifted around wildly, her hood open wide. Many of the panicked ponies had no time at all to see glimpses of the beautiful crystalline structure under her hood before the burst of light rendered them petrified. The guards’ attacks stopped, not out of fear or strategy, but simply due to an inability to move as pegasi in flight came crashing to the ground and unicorns in heavy armor tumbled over from their momentum. Some cracked, and others smashed into tables and other debris as they impacted the floor.

“GRAPHISSS!” the gorgon screamed, the distractions now suitably dealt with. Her tail tossed several of the statues aside to clear the way as she slithered about searching for her intended target.

As Rainbow and Applejack came to ground, standing among more than a dozen new statues, they watched Marr tear through the exhibition, many of the remaining ponies cowering in corners or breaking down in tears right on the floor. Several pegasi lay motionless on the floor, not petrified, but rather, asleep, as it seemed they had attempted to fly up and out of the large gaping hole left near the front of the doorway and then crashed down from exhaustion when they crossed the third floor’s threshold.

“Now what?” Rainbow panted, her wings aching and sore. “How do we beat something like that?”

Applejack shook her head, her ponytail torn free and her mane hanging loose down the back of her neck as sweat soaked her flank and brow. Every muscle in her body hurt from holding on and only sheer stubbornness held her upright as she asked herself aloud, “What would the Doctor do?”

"Talk her to death, probably."

"Heeey... There's an idea..."


“Wh…what just happened?” Oreo blinked, shocked, as all he saw was darkness and the burst of violet light faded from his eyes.

“Well, that was… strange. Better than time travel without a capsule, worse than a trans-mat beam. But still, all things considered… probably a better option than being crushed. Amazing thing, this magic. Teleportation Spell... I’ve seen her use it before. I didn’t know she could do groups. ‘Atta girl, Twilight. I’m not used to being saved so often. Wait, that’s a bit of a lie. Now…” The Doctor paused, shaking his head a bit, his eyes having some difficulty adjusting to the sudden darkness as the smell of paints and oil-based chemicals wafted to his nose. He could barely make out the limp form of Twilight, the purple unicorn clearly having gone over her limit and passed out. “She’s alright, don’t worry. The strain must have been too much for her. Not surprising; she’s been doing so much to help.”

“So, we’re not dead?” Oreo asked, having trouble keeping up with the Doctor’s mile-a-minute speech. “Where are we?”

“No. Being dead doesn’t usually feel this drafty… or this smelly…” The Doctor wrinkled his nose as he tried to gather any information to answer Oreo’s second question. “If I had to hazard a guess, I would say we were underground. ”The chestnut pony moved forward, feeling a wall at his side and setting his ear to it. “And close by. I can still hear the cries from the studio… above us.” The Doctor furrowed his brow. “Wait, above us? I didn’t know this place had a basement. Hmph! Some tour guide Graphis is. Must be some sort of storehouse for…”

The Doctor stopped talking as something wet dripped onto the back of his neck, sending a chill down his spine. He looked up, his eyes beginning to adjust as… No, it was something else… There was light coming from somewhere, a pale glow that began to seep into the darkness, growing slowly brighter.

“Wait, this is like that mine.” Oreo turned about, surprised. “Glowing light stones…”

“Phosphorescence,” the Doctor concluded. “Must be magical in nature. The burst of light from Twilight’s spell must have drowned it out momentarily. Maybe now we can find a way out and figure out what is going on outside the…” The Doctor paused for a moment as if something occurred to him, clopping a hoof down. “I forgot! Blast it, I’ve gotten thick! Next thing you know, I’ll be messing up simple interstellar probability algorithms and forgetting where I’ve put the TARDIS key!”

“What? What is it?” the Phrench pony asked, alarmed by the Doctor's sudden change in tone as he knelt down next to Twilight's prone form.

“We have a pony on the outside! I should have remembered we had-- Ah, here it is… Come on… There!” The Doctor gingerly managed to pull the small comm device from Twilight’s ear, a clip that looked on the outside almost like an earring, and with some difficulty managed to clip it to his own.

“There we go. Leonard, can you hear me? Press the red button and flip the blue switch under the speaker grille,” the Doctor instructed as the ambient light continued to increase, slowly but surely giving the two ponies a better look at their surroundings.

The Time Pony winced at a bit of feedback as the transmitter had its receiver signal restored, the artist pony’s voice on the other end in mid-sentence. “--ere have you been? Where’s Twilight!? What is going on in there!?” Leonard demanded, his tone frantic.

“Graphis broke Marr’s heart and now she’s taking it out on everypony in the studio,” the Doctor explained quickly. “We’re safe for now. Twilight managed to get us out of the way, but I think the strain of all the magic she’s been using made her pass out, she’s here with me now. What's happening out there? We tried the door but we couldn’t get out.”

“It’s chaos,” Leonard replied, breathing a sigh of relief at hearing about Twilight. “It looks like every guard in Roan is out here trying to break the doors down with no luck. Several pegasi have tried flying in through the roof, but something’s wrong. They’re all falling asleep before they can make it to the window. I’ve never seen anything like this before!”

“We’re seeing the same thing. Something is trying very hard to keep us contained…” the Doctor reasoned. “Something clever and powerful enough to deadlock the doors and block off any escape route, trapping the nobility in with Marr… But why?”

“Doctor…” Oreo’s voice was soft, but concerned.

“Political coup d'état? No, that’s unlikely; these ponies are the political elite, and Graphis was bragging that they would all be here,” the Doctor thought out loud. “To destroy Marr? Also doubtful. She’s more than able to handle herself. Besides, she could escape any time she wants; the stone walls are no barrier to her.”


“Wait… It’s stopping ponies from getting in as well as getting out… But we got in through the top windows, and that was before...” The Doctor’s eyes went wide. “We got in…”

“Of course... You're the ones who sent that foalish snake here. Such a bold plan… trying to expose her to the nobles. But it won’t work,” were the words Graphis had said up in his office.

Marr’s presence had been a complete surprise to him; a set-up. Something else had put that invitation in Marr’s lair, luring her to the exhibition. The Doctor had seen the guards still in place when Rainbow, Applejack, and himself had left the TARDIS, moving to save Twilight.

Something had waited until after they moved into the studio before it cut off all escape routes, boxing everypony inside with Marr… and had somehow known exactly how to defeat the sonic screwdriver and also prevent a magical exit.

The Doctor shuddered in a moment of frightful clarity. He had missed it… It had all been right there. All of the clues, right in front of him, and he missed it.

It was a trap.

A trap for them.

But… why just lock them in there? It didn’t make sense. If they could only calm Marr down, or even if she did manage to get her coils on Graphis, they weren’t going to stay in there forever. And they already had a means to unpetrify the ponies turned to stone. He was missing something.

Traps were meant for two things… To capture... or to destroy.

“DOCTOR!” Oreo snapped the Doctor’s attention back to reality. “Look!”

The Doctor followed the direction that Oreo pointed to, the light having now grown bright enough to make out the shapes and shadows of objects in the room. It was a storage room, that much was certain. Tables and large tubs of paint set to the side, enormous rolls of canvas and frames propped against the wall, and brushes set into large bowls and soaking in mineral spirits to clean them. But both of the Doctor’s hearts skipped a beat as he took notice of something else, piled into a corner and slightly away from all of the other materials.

Several dozen large burlap sacks sat innocuously in that corner, each one stamped with the symbol of House Denarius. A few along the top had been deliberately cut open, spilling out a coarse, black, grainy-looking powder.

“You have got to be kidding me.”

“Doctor… That’s… That’s…”

“I know…” The Doctor steeled himself as a whole new set of considerations and consequences ran through his mind, upping the stakes considerably. “…Blasting powder.”


“GRAPHISSS!” hissed Marr Bell, still angrily searching for the target of her ire.

That pony, Graphis Denarius, was hiding behind one table that had been flipped over, its appetizers and trays of drinks all spilled out on the floor. With his heart pounding wildly, he tried to figure out where everything had gone wrong.

This was that Doctor pony’s fault, surely! He had goaded Graphis into saying those things, knowing that the gorgon was sitting there. Of course she would turn feral! That monster may have played at being a pony, but in the end, without him to guide her, it was obvious that the situation would devolve to this. If that purple heifer of a mare hadn’t broken his charm, he could have soothed her and talked her down.

Everything that was happening here was because of their interference!

And Leonard! This whole situation stunk of that pseudo-unicorn's twisted genius. What was all this? Some new spell the half-breed had made, intent on punishing him? Some sort of ruthless peasant idea of justice? Locking the doors, how dare he!

When I get out of this, there will be a reckoning! Oh, yes... I will--

“What did you do!?” came a heavy shout from the last pony that Graphis wanted to hear from right at this moment.

“Padre! Keep down!”

“No! Right now, colt! I want to know exactly what you did!” Grand Denarius’ lip was curled back in anger as he looked to the grey Maestro.

“No, this wasn’t me! This was… It was that Leonard!” Graphis quickly spat out, his fear moving from the gorgon to the equally formidable stallion standing before him, feeling like a foal again under those scrutinizing eyes. “It’s obviously the precursor to some sort of revolt! The peasants have always--”

“THIS ISN’T A GAME, GRAPHIS!” Grand lost his temper, stomping violently on the stone floor as he showed his teeth and bore down on the younger Denarius. “And I am not a foal! Do you think I don’t see how familiar these statues are!?”

“Father, she’ll hear…”

She?” Grand’s tone grew even darker. “So you do know what this is!?”

Graphis cringed, feeling far more trapped by the Duke of Roan’s eyes than by the locked and apparently immovable backdoors.

“Everything I’ve ever done was for us…” Graphis whispered, his bluster and bravado broken down by the harsh glare coming from his sire. “For House Denarius… A mark on history… A...”



The table was swept away suddenly with a single motion from the tail of the beast that had all but devastated the studio. Their cover now gone, both unicorns could now see the crowd of lifeless statues littering the room, their mouths wide with terror though the screaming had long since been silenced.

There was only a moment to spare as the gorgon drew herself up, her tearful eyes locked on the Maestro, and opened her hood.

MOVE, COLT!” Grand shouted, a wedge of magical energy surging forward from his horn and impacting the smaller unicorn squarely to send him sliding back on his hooves.


Graphis couldn’t get to his hooves or turn his head fast enough to see the actual impact of magic, but as he stood now, its effect was obvious.

Where his father once stood, there was now a perfectly white, marble statue of the Duke of Roan.

“Padre… No…” Graphis was frozen in place, unable to tear himself away.

A moment of hesitation that proved far too long as Marr’s tail swept around with such speed and agility that most would never have believed could come from a creature of her size.

Before he could even grasp the situation, the grey-coated unicorn was pulled off the ground, wrapped from his forelegs down in the rough, knobby gorgon’s scales as her coils squeezed and ground against his clothes and fur. Before the shock of seeing his father’s current state could even wear off, he found himself eye to watery eye with perhaps the most dangerous creature in the history of Roan.

“It was all a lie, wasn’t it?” Marr uttered, her voice strained as her upper legs trembled. “From the very beginning.”

“Marr… You don’t understand, I needed to--”

“The griffins, the demands… All of it, a trick! I trusssted you… And all thisss time, you never even…”

“I was--” Graphis started, but was interrupted as the gorgon shook him violently, holding his weight aloft with ease.

“What was I to you!? A tool!? A pet?! Jussst a means to an end!? These were your ponies! Your own kind! And you made me…” The gorgon seethed angrily, murky tears streaming down her face, and brought Graphis back in front of her as she bore down on him.

“I didn’t ‘make’ you do anything. As I recall, you volunteered. Finding you...” he attempted to speak, trying to clear his head as his body ached all over. “…was a stroke of pure luck. But I should have known better, dealing with a monster… It was too good to last.”

Marr reeled back slightly, her anger replaced by cold certainty. She could feel through their contact that, finally, he was telling the truth.

“I suppose now I'm to join this little statue garden you’ve gone and set up… It’s just as well. It’s not as if I could stop you at this point.” The Maestro crossed his forelegs over one another. “Go ahead.”

Marr Bell’s lip rose up in a sneer as the slits of her eyes narrowed even further. “Monsssters… don’t put ponies to sssleep and turn them to ssstone, my love...” the gorgon hissed, her tone dangerously edged.

“What are you talking ab-- ANNGGHH!” Graphis’ aloof posturing ceased as the gorgon’s lower coils began to squeeze, constricting his legs and lower body painfully.

“They eat them…”


“Blasting powder!?” Leonard’s voice came over the Doctor’s earpiece, clearly expressing his confusion at this revelation as the Time Pony stepped out from under the drippy ceiling. “My blasting powder!? What is that doing there!? It’s supposed to be in safe storage at the quarry!”

“I don’t know.” The Doctor moved up towards the sacks. “But it doesn’t matter. What does matter is that it's here now.”

“...How much?” Leonard asked fearfully.

“Several sacks. I’d say ‘round about…” He reached out and lifted one sack with a hoof, feeling its heft. “...a hundred and forty kilograms' worth, give or take a few grains.”

“Astrolia help us… That’s everything that was left… Five times what was used in the test run at the quarry.” Leonard’s concern was apparent in his voice. “That much will easily obliterate the entire studio!”

“What does he say?” Oreo asked the Doctor, feeling quite left out of the conversation.

“Oh, just that this is his blasting powder, everything that the quarry had, and if it goes off, it’ll blow this place and everypony in it sky high,” the Doctor told the Phrench pony casually.

Really? Wow, powerful stuff he cooked up, here.” Oreo nodded, feeling as if nothing else that happened that day could surprise him anymore. “Don’t worry, this is probably the best place for it, as long as we don’t light a candle. Nice and cool and damp.”

“Damp? Did he say damp!?” Leonard all but shouted over the comm as the Doctor winced at the sound, just then noticing that one of his hooves was dipped in a shallow puddle of water.

“Yes. Quite damp, actually. That’s strange… I wonder what--”


“Why? What’s wrong?” the Doctor questioned, concerned at the artist's rise in volume and urgency.

“That powder was a new formula, to safely use in the mines where digger ponies could accidentally light a spark at any time! Fire isn’t the catalyst; water is!”

The Doctor’s eyes went wide as he took his dry hoof and dipped it into the sliced open sack, bringing it up and tasting it. He turned his head and spat it out as soon as it touched his tongue. “Sodium.”

“What’s sodium?” Oreo asked.

“It goes ‘boom’ when it gets wet.”

“Wet...? Um, Doctor…” Oreo was looking up as the implications ran through the Time Lord’s head at nearly the speed of light.

Not bothering to ask, the Doctor followed the Phrench pony’s eyes and took note of the cracks in the ceiling where drops of liquid were dripping through. The stallion then stuck out his tongue to catch one as it fell just within reach. “Punch… Watered-down punch.”

“We have to get everypony out of here, now!” shouted Oreo.

“How? We can’t get the doors open!” The Doctor looked around, his mind racing as he tried to find the way out. “We have to think of something else.”

No situation was ever hopeless... There was always a way out.

“Wait… I have an idea!” the voice in his ear exclaimed.


Broken chunks of ice sculptures and overturned bowls of punch lay pooling around the cracked and scarred floor of the exhibition hall, which had grown strangely quiet in the last few moments as dozens of new statues stood or lay about. Some were located in the place they had been formed, while others had been swept aside and knocked over.

And towards the back of the studio, the creature responsible held the esteemed Maestro in its coils as he cried out in pain.

“I told you how I made my food before you came along, didn’t I? Jussst get the right sssorts of ssstones, crush them down, and you can make crude diamonds…” Marr’s tone was harsh as she seemed to be putting no effort into her coils while Graphis pounded on her body frantically. “Tassstelessss and bland… Jussst... like... you.”

“AGHN! STOP! MARR! STOOPP!” the grey unicorn pleaded, his eyes full of tears as he gasped for breath, and well aware that any more pressure than he was already under would start crushing bones.

“Give me one… good… reason…” Marr drew her snout down and almost touched Graphis’ own while he grimaced in agony.

“Here's one... Y'all ain’t a monster, Marr Bell.”

The voice coming from her side was a familiar one, though she had only heard it shouting before. Turning away from the stallion in her grasp, Marr’s slitted pupils widened just a bit as she felt the presence of a small orange earth pony.

“The grabby pony… from the other night. What… Who are you?” Marr’s tongue flickered out of her mouth cautiously while her coils loosened just enough to allow Graphis to gasp for breath. “How do you know my name?”

“Mah name is Applejack, and Ah’m a friend a' Twilight Sparkle 'n the Doctor,” Applejack said plainly.

“And... what? You’re here for another ride? What was it you sssaid…?” Marr sounded a bit sarcastic as she brought her hoof up to her cheek for a moment, trying to remember from before. “'Yee-haw! Ride 'em, cowpony! Y'all jussst try ta buck me off, missster!'”

The gorgon repeated the line that Applejack had whooped and hollered about two nights previous, holding on for dear life in Leonard’s studio and riding a high she was more than familiar with in her work herding and working the rodeos of Ponyville. But the farm pony was neither fazed nor surprised.

“Yeah… that was me,” she admitted bluntly. “But right now... Ah’m jus' here ta say mah bit and ask y'all one question.”

“Oh? And what’sss that?” Marr crossed her forelegs, her expression one of doubt and skepticism.

“Is this really whatcha want?”

“What?” Marr was stunned by the question, drawing back a bit as those four simple words sank in.

“Y'all ‘re angry. Ah understand, Ah’ve been there… Ya loved ‘im an' he done broke yer heart,” Applejack continued. “But look around… Do ya honestly think all this'll make ya feel any better?”

Marr drew back further, looking about at what Applejack spoke of… statues standing and laying all about… scars torn into the walls and floor... the whole place littered with furniture and debris from overturned tables and art pieces that had been thrown off the wall during her rampage.

As her eyes fell over the remaining ponies that had escaped the fate of their immobile compatriots, their reaction was clear; cringing back in terror, one all but bursting into tears as she turned their way, scared beyond reason.

The green of Marr’s eyes narrowed and her irises widened, an expression of horror growing on her own face as she surveyed the damage.

“None a' this is gonna help, Marr.”

“Yeah…” a second voice spoke up, one that shocked the gorgan as she turned around to see the rainbow-maned pegasus hold position almost level with her. “And speaking as one who’s already been there, the whole stone thing? Not really all that bad. Coulda been a lot worse, is what I'm saying. But this…”

Rainbow Dash fluttered around and motioned to Graphis, who was still struggling against Marr’s coils.

“He’s an arrogant jerk, yeahAnd he lied to you and used you, yeahAnd he probably deserves everything you wanna do to him and worse…”

“Rainbow!” Applejack scolded from below.

“…but he’s not worth it.” Rainbow shook her head. “Look, you got a raw deal. No doubt about that. But crushing him down into a teeny tiny pile of mushy goo won’t help anything.”

Marr looked to Graphis, who had stopped struggling long enough to look up, vigorously nodding in agreement with the pegasus even as his heart continued to hammer away.

Looking back up, Marr realized that the rainbow-maned mare had moved up closer, now within easy striking distance, but she she wasn't afraid in the slightest. There was no doubt in Marr’s mind as she looked on in amazement: this was the same pony she had put to sleep the day before when she had tried to visit Graphis in his office.

“I forgive you,” Rainbow said plainly, offering a hoof. “We cool?”

Marr, in spite of being so much larger than this lean mare, drew back fearfully, the corners of her mouth trembling as her heart sunk in regret.

“Y'all ain’t a monster, Marr Bell.”

She turned back towards Applejack with a fresh batch of tears forming in her eyes.

“There’s yer reason. Hope it’s good ‘nuff.”

Slowly, Marr lowered her coils, unwrapping them from around Graphis and setting the stallion to the floor where he promptly fell over. “I… I never wanted to…” Marr gasped for a moment, eyes locked on her forehooves as if they were stained red with blood. “I didn’t mean to… I…”



The gorgon and the ponies all snapped to attention as a part of the studio's wall suddenly exploded inward, rubble flying everywhere, accompanied by a strange, lyrical sound. Every eye in the room that was not turned to stone could now see a large blue box sliding across the ground and skidding to a halt with a slight tilt, before stopping on a dime and standing up straight.

“WHOA!” Rainbow nearly fell out of the air while everypony else watched on in shock, as the doors of the box opened inwards.



Emerging from the blue box, hefted up by a pale yellow magical aura, the ball and pole device that Applejack and Rainbow recognized immediately was levitated out and planted firmly in the center of the room, followed quickly by the blonde inventor, who ran up behind the device and turned about as he reared back his hind legs and bucked hard against it.



The resulting burst of light was blinding in intensity and dazzling in color, causing Marr to shield her face with one foreleg, her coils reflexively drawing around her in a defensive position.

What was this? Some sort of weapon? Had she been foolish to drop her guard?

As the light faded, Marr twisted back around, taking in the scene for a moment before her jaw dropped in mute awe.

Dozens of ponies were pulling themselves up, many looking quite disoriented, confused, and a few of them appearing injured, but very much awake and alive as the blonde pony nodded satisfactorily. And not only where the nobles restored, but so were those now falling off of the pedestals lining the room, either wrapped in finery or in an embarrassing lack of dress. For a few seconds, there was a simple stunned shock as if the whole city had taken a collective breath.

“Leonard!?” Rainbow dropped to the floor and ran over to the stallion. “How did you--”

“Horizontal inertia manipulator,” Leonard answered shortly, drawing a confused glance from the pegasus mare before looking around at the crowd of confused ponies with a sense of urgency. “Everypony out, now! RUN FOR YOUR LIVES!”

The shout brought the assembled ponies to their senses, it seemed, as guests and captives alike, petrified both figuratively and literally just moments earlier, rushed suddenly for the enormous hole opened up by the strange blue box. In their flight, they neither questioned nor cared about the circumstances that had given them this opportunity.

“Whoa! Hold it, Leo!” Applejack shouted over the cries of panic as the crowd rushed for safety. She threw her hoof at the gorgon, who had settled back on her coiled tail with a look of hopelessness having come over her face. “It’s okay! Marr’s fine! The crisis is over!”

“No, it isn’t! This place is about to be blown to pieces!” Leonard informed her, pushing past the farm pony before she could ask him to elaborate, and moving to the one stallion that had, until a short time ago, been one of the most intimidating obstacles in his life.

“Padre!” Graphis set his shoulder against the flank of the Duke, attempting to steady the elder pony as he wobbled on uncertain legs. “Come on, we have to get out of-- UMPH!”

Graphis shuddered, his own body still having hardly recovered from the "squeeze" Marr had inflicted, when Leonard planted a forehoof firmly on the noblepony’s chest and caught his eye.

“Where’s the door to the cellar!?” Leonard demanded, his usual withdrawn and gentle nature taking a backseat to urgent outrage.

“What? Why would--”


Graphis drew back at the artist pony’s urgency, having long since realized that he had lost all control over the situation.

“O-over there…” The noble gestured a hoof to one side. Leonard then rushed off without another word and allowed Graphis to limp away with his still-disoriented father pressing against his side for support. For one brief moment, Graphis looked back to Marr Bell, the creature that had been both the secret to his success and very likely the death knell of his artistic career.

She did not bother to look back, simply sitting coiled with her head bowed sadly as the youngest foal of the Denarius Family worked to pull his father away.


Ponies of all types, noble, Guard, and a few undressed commoners, rushed from the hole in the wall of the Studio de Eterna Magnificenza as events reached their fevered pitch inside. Guards that had been trying to break down the doors rushed to aid as some tripped and were nearly stampeded, while those with wings took flight and immediately made for the nearest safe haven.

But in spite of the chaos, and unnoticed by any of the ponies currently mired in it, a single, fancily designed covered carriage moved down the street and towards the scene, coming to a sudden stop as the situation came into view.

Quietly, the door to the carriage opened, and a single black hoof, clad in a sparkling silver cuff, stepped out.


“TWILIGHT!” Leonard rushed to where Graphis had pointed, his horn glowing with a yellow aura as he grasped a large throw rug with magic and flung it away unceremoniously to reveal a heavy stone trapdoor with a metal ring run through one side.

Hefting again with magic, the stallion strained for a moment before the door was flung up and back on its hinges with a crack, allowing the scent of paints and canvas to escape.


“We’re alright! Although we won’t be if we stay for much longer!” the Doctor’s voice was heard a moment before the brown stallion found the stone steps and moved up them at a quickened pace, followed by Oreo, who had managed to pull the purple unicorn up onto his back.

“Is she alright!?” was the first question, asked simultaneously by Leonard, Rainbow, and Applejack, as the Doctor looked around to see the last few ponies rushing out the opening and into the city night.

“She will be, but only if we go now! Everypony, into the TARDIS!” the Doctor ordered quickly. “Those sacks could reach critical saturation any second! Go!”

Applejack and Rainbow looked to one another for a few seconds, but seemed to think questioning this was a moot point before both making for the still-open door of the time machine. Leonard and Oreo moved a bit slower, sharing the load as Twilight remained unconscious and the Doctor followed up behind them.

“Leonard! The Pris-sphere--”

Lewie.” The inventor nodded as Oreo pulled himself and Twilight into the TARDIS' doors.

The Doctor was momentarily thrown off, despite the gravity of the situation, as Leonard’s horn glowed, the tall device lifting and then turning on its side before smoothly floating through the open doors of the TARDIS. An action that would have looked quite impossible from an observer on the outside.

“Lewie? Really? When did we agree on that?”

“Doesn’t matter what you call it, right?”

“...I suppose not.”

As the artist pony stepped past the threshold again, he turned back and nodded to the Doctor. “Alright, that’s everypony! Let’s go!”

“Not everypony…” The Doctor shook his head, flicking his hoof up.




“Doctor!?” Leonard stepped back as the TARDIS door suddenly slammed in his face.

“What’s he doing!?” Rainbow asked, moving up next to him.

“I don’t know!” The stallion threw his shoulder into the doors, attempting to dislodge them, but they were well and truly locked.


Marr Bell remained coiled where Applejack and Rainbow Dash had left her, her head hung low as the frantic shouts and pounding hooves faded away in the distance.

She hadn’t looked up since the strange box had come crashing through the wall, wrapped up as she was in her own thoughts and memories of all she had done. For years she had been living in a daily lie, hanging on the every word of a pony she was foalish enough to fall in love with.

Where had it all gone wrong? Was it when she believed him? When she didn’t question his explanations even though they made no sense to her?

Was it when she stopped seeing ponies in the street as living beings, and merely as casualties necessary of her work?

This realization pained her the most. It didn't matter if she thought she was doing the right thing; somewhere along the line, she had convinced herself that it didn’t matter who these ponies were, whose lives she was stealing to meet some enigmatic quota based on a few random drawings. How could she have even once believed anything was worth more than the life of an innocent pony?

To put such a value on something so precious... and deaden herself to the consequences...

Only a monster in the truest sense of the word would be capable of something like that.


There would be no hiding now, she knew that much… These ponies would know what she had done. And they would come after her… just as the griffins had come down on her colony so long ago.

She couldn’t run; her quarry was the only safe place she knew, and no matter where she went, the ponies wouldn't rest until they were sure she would never hurt them again. She'd might as well just wait here… and hope that it was quick.

Maybe, just maybe… it wouldn’t be so bad on the other side.

“Marr…” The tone was soft, sad, and right beside her. A voice that shook her from her thoughts as she brought her head around to look to the brown stallion sitting back on his haunches next to her. “You have to leave.”

“I can’t…” the gorgon replied softly, finally emptied of tears in her depression. “There’s nowhere for me to go.”

“There’s always somewhere,” the Doctor told her, his tone calm and steady. “Someplace better… Someplace you can be happy.”

“...Happy?” Marr Bell would have laughed if the thought wasn’t so crushing. “I can barely remember what it felt like to be happy… A dream that’sss long sssince faded away… In a world where you’re sssupposed to be ssso dangerousss... Where everything fears you for what you are, if they even know you exissst at all… Do you have any idea what that feels like?

The Doctor was quiet before he responded patiently. “...Yes, I do.”

Marr was silent for a moment, feeling the twin heartbeats thrumming through the stallion’s hooves and into the stone beneath her. Despite the alien sensation, there was no doubt to her that he spoke the truth. “You can’t help me... Nopony can.”

“That's not true,” the stallion said resolutely, a sad urgency to his voice and eyes as he reached one hoof over and patted along the side of the gorgon’s serpentine form. “I’m the Doctor. I help everyone. And I won’t leave you now--”

“HISSSSSSSS!” Marr twisted, hissing angrily as her hood flared open in a deliberate and transparent attempt to startle the pony.

The stallion kept his ground, not even flinching.

“Do not ask me to stand by and watch the completion of a genocide, Marr Bell… because I can’t… I won't.” The Hourglass Stallion’s tone pitched higher, to a stronger force akin to the declaration of a universal absolute. “Whatever it takes to put things right, to make life worth living... I swear to you that I’ll do it.”

Marr Bell looked to the pony as her hood flattened down along the back of her neck. The pupils of her eyes were perfectly round circles now, taking him in fully, and she felt a curious sensation... as if it was him that was towering over her with his presence, and not the other way around.

“...Why do you care…?”

“Because…” The stallion’s tone dropped. “...there was a time when I was where you are now; everything I cared about gone, all hope lost... I had given up... and someone special risked everything to save me.” A single tear rolled down the Time Lord’s cheek as a cascade of memories threatened to crash into him again. “Now it’s your turn. Let me save you,” he pleaded, reaching out his hoof in offering.

Marr focused intently on him, new tears starting to form even as she thought she had no more left to give. With a trembling foreleg, she slowly reached out towards the pony who would risk everything just to keep her safe.

Then, she felt something powerful… unrelenting... rushing through the stone as a crackling force seemed to ignite out of nowhere. It sent ripples of energy reverberating up her stone body and caused her to falter as she felt it growing into something horrific.

With only a moment to react, the gorgon dove forward.




Ponies for miles around pulled themselves to the ground in fear, some rushing for shelter as they heard what surely must have been the heavens themselves opening up. Those closest to the spectacle were all but thrown off their hooves by the shock-wave, with fear rendering them unable to watch the sheer explosive power of the blast that split the stone walls of the Studio de Eterna Magnificenza apart and sent pieces of the building flying into the air.

Graphis Denarius, having already pulled his delirious father from the scene where they were reunited with his two attendants, winced in pain as the two smaller ponies assessed their lord's well-being. All around them, pegasi and unicorns of the Guard were doing all they could to either intercept the falling debris, or ward away anypony unfortunate enough to be in its path before it came back down to the ground.

It was a tense few moments. Those who were not fleeing for their lives watched in mute awe as the ensuing fireball and column of hot smoke rose from the ruins of the studio like a phoenix taking flight.

Then, as the minutes passed, the smoke and debris settled, leaflets of paper fluttering to the ground as far as the eye could see. His face painted with disbelief, Graphis soberly realized that little more remained of his once-magnificent studio than a few blackened walls and a pile of dirty rubble.

The scene around him was beyond disastrous; many of the most influential ponies in Roan either overcome with fright and shock to the point of tears, or demanding an explanation from the guards that were trying feebly to keep order. His own allies, Castagno the Critique and the unicorn Guard Commander Kickback, were incapacitated it seemed, one apparently a victim of the gorgon’s petrification while another was unconscious from an injury unknown to Maestro Denarius.

And perhaps most horrifying to Graphis himself, several of his ‘conversational pieces’ were milling about, either in the fur or dressed for their parts, completely and utterly dazed and confused as the Guard tried to sort their matters out and attend to their patron houses, themselves unsure what had transpired.

Then his heart took a leap.

Nopony really understood what had happened… He could salvage this… he knew he could.

There was no sign of the gorgon, or DiHoovsie, or any of his mysterious conspirators.

Yes, things had been quite chaotic, but he was certain he had not seen them leave… and surely no living creature could have survived being inside the studio when it went up. He didn’t understand how exactly that had happened, but there was always some explanation he could come up with; some way he could turn this around. After all, those nobles that had not been frozen in stone had seen the creature attempt to crush him. He was the victim here, surely they would all see that.

If he played this right, he might even be able to come out of this looking like a hero. He just had to--


Graphis’ ears perked up as he turned to the pile of debris, noticing the shifting of stone being pushed upwards, and his heart went from a leap to a dead drop into the icy pit of his stomach.




Ponies all around gasped in shock as a slab of stone was hefted and tossed away with some difficulty. The grey form of an enormous, pony-headed serpent rose from the debris, straining mightily as she pulled herself out.

Her scales now scarred and pitted with large cracks running up and down the length of her body, even the most imperceptive of observers would have been able to tell she was clearly hurt. Her forelegs trembled as she pushed herself up and onto the pile of debris, her tail wrapped around itself awkwardly as the rest of her body slowly followed, dragging up a wrapped knot of an area around her midsection. Then followed the rest of her tail, which hoisted up something large and blue that she clearly was having trouble with.

Crying out in pain and fatigue, the gorgon brought the blue box to the top of the pile. Completely unscathed despite the fact that it appeared to be made of wood, it stood proudly upright, the windows on the sides and the lamp affixed to the top glowing brightly.

Then, untwisting herself, the creature revealed what she had been protecting in her coils: a brown pony with a dark, spiky mane. The stallion rolled out onto the pile of rubble, gasping for breath, before the gorgon itself could give no more, and dropped limply to the ground with a defeated groan.

There was a moment of silence, broken only by the gasping of breath from the monster and the brown stallion pushing himself to his hooves, before shakily waving a hoof towards the upright wooden object.



The door to the blue box opened, and while revealing very little of its inside, several ponies pushed out, nearly falling over one another as they came into view. The foremost of them was the tan-coated artist in his red beret.

His eyes wide in horror, Graphis gritted his teeth angrily, refusing to allow his one shot at salvation to slip through his hooves. “GUARDS! SPEARS AND CROSSBOWS READY! PUT THAT THING DOWN, NOW!” he shouted at the top of his lungs, directing a hoof towards the exhausted gorgon as she lay atop the rubble.

Uncertain, several guards started to pull themselves up as the nobility of the city bore witness to the event unfolding before them. Then, everything became still as the small blonde unicorn rushed out in front of the monster.

“Over my dead body.” Leonard stood his ground, giving the armored guards pause.

“And mine!” Applejack was at his side in an instant.

“You’re not touching her!” Rainbow took to the air above them, rearing back aggressively as a dappled black and white stallion moved to Leonard’s left, saying nothing as he too joined in the defiant standoff.

“YOU! THIS! ALL OF THIS IS YOUR FAULT! GUARDS, SEIZE THEM! THEY ARE IN LEAGUE WITH THE MONSTER!” Graphis raged, stomping his hoof while small droplets of spittle could be seen flying from his mouth. As he panted, looking about, the armored pegasus and unicorn guards watched him, uncertain. “I GAVE YOU AN ORDER! YOU WILL OBEY IT!”

“It's over, Graphis! The lies stop here!” the Doctor rebutted, bringing the Maestro’s attention back in front of him as the brown stallion pulled himself up. It took him only a second to shake off his daze, and he then took a few determined steps up to the enraged Maestro. “I promised that I would bring this place down around your ears for what you did to them. Perhaps that turned out a bit literally than I intended, but you need to consider that when I say you need to stand down. For your own sake, stop while you can… before I bring the rest of your world crumbling down with a single sentence.”

More than the audacity of this Doctor’s claim, it was the calm nature in which the ultimatum was given that set on Graphis Denarius’ already frayed nerves. He was torn away from any semblance of restraint as he rushed forward, raving at the top of his lungs.

“YOU STUPID GROUND-POUNDING PEASANT! I AM GRAPHIS DENARIUS! With my father’s injuries at the hooves of that… that… monster, that makes me DUKE OF ROAN! THE GUARD! THE ACADEMIA! THIS CITY! THEY BELONG TO ME! This city was floundering in debt, in absolute economic shambles before I brought it back from the brink! I PUT ROAN BACK ON THE MAP! ME!”

“And all it cost was the lives of your citizens,” the Doctor replied calmly, holding the grey pony’s eyes. “How many innocents have suffered through what some of these ponies felt for just a few moments tonight!? How many are still frozen in stone so that you could claim mastery over what is not yours!? How many, Graphis!?”

“So what if I cut a few corners to make a profit!? Do you think that ANYPONY who matters CARES if a few worthless, dirty, common ponies disappear!? I WALK AMONG THE ELITE! YOUR BETTERS! AND ALL OF THESE PONIES KNOW IT! DO YOU THINK THEY CARE HOW IT’S DONE AS LONG AS IT IS DONE!? DO YOU THINK, FOR ONE MOMENT, THAT THERE IS ANYTHING YOU CAN POSSIBLY SAY TO CHANGE THAT!?” Graphis raved, gesturing around wildly. “WHO DO YOU THINK YOU ARE!?”

The Time Pony waited for a pause as he watched Graphis with a mixture of pity and disgust plain on his face.

“I’m the Doctor.” The stallion took a step back, looking slightly behind Graphis for a moment as the noblepony glared holes into him. “And I have only one thing left to say tonight.”

Much to Graphis’ shock, the brown pony suddenly fell to his knees, his forelegs spread out in a kneeling fashion as he bowed in a gesture of submission.

“...Good evening, Lady Astrolia.”

Graphis’ hot-blooded fury instantly turned to ice in his veins. With his eyes so wide they nearly popped out of his skull, he took his gaze off the Doctor for the first time since he had started talking, and looked to his sides.

Guards, nobles, and peasants alike, from the haughtiest of the upper-crust to the lowest and most humble of the commonfolk, had all quietly fallen into similar bows. While still positioned before Marr, Leonard and his conspirators seemed to be standing in complete and utter awe of something Graphis had so far been ignorant of.

His eye twitching slightly, Graphis twisted about on the spot and nearly fell back over himself at the sight.

Standing directly behind him, her fathomless purple mane flowing with the light and beauty of a starry night sky, stood a black-coated mare of unearthly beauty and poise that easily towered over the unicorn. Her crest was topped with a gleaming silver tiara that fit down along her head and held a sparkling diamond at the bridge of her snout, with a hole allowing her large ebony black horn to show. A shining silver chest piece was draped over her front, emblazoned with the relief of a crescent moon holding a fiery sun, completing a full circle inside of a seven pointed star. Silver cuffs fastened around her hooves, ending in points almost at her knees, while an elegant silver cape ran down between her folded wings, fluttering in a breeze that was not there.

And, almost as if it had been staged, the bright white disk of the full moon hung in the sky behind her, shining down like a spotlight and making her seem all the more imposing by contrast.

But the most striking feature of the dark alicorn mare at that moment... was the barely contained anger apparent on her face.

“So…” she started, speaking in a dark, gentle voice layered in centuries of wisdom and which spoke of boundless patience. Patience that had apparently run out. “I leave Roan, my most stable city and home, in capable hooves, certain that things will be handled appropriately in my absence while I attend to the needs of my subjects abroad. Surely, I thought, if any matters that need my attention should arise, I would be notified.”

“M-Milady, I… I can explain!” Graphis stuttered frantically, trembling not in anger, but in pure fear.


Lightning crashed overhead despite there being no clouds to produce it, the sheer force of the Night Empress’ voice almost enough to barrel the unicorn over as his mane was thrown back. His purple beret was suddenly wrested from its place for the first time that the Doctor had ever seen, and sent flying towards the rubble of the former studio.

“So your father sends letters, informing me of a terrible predicament befalling the ponies under his care. That it keeps him awake at night, and that nothing he has done has managed to discover the cause. When I was begged to return in order to set this horrible thing right… I was concerned,” Astrolia continued as she started to pace about, sparing a glance at the kneeling and kowtowing ponies. “However, I trusted that this matter would be resolved quickly on its own, as the ponies of Roan were surely the brightest and bravest amongst all of my cities.”

The alicorn turned again, glaring at several of the gathered guards with her stern purple eyes, none of whom dared to raise their heads.

“It was… like watching a foal attempting a task for the first time,” she went on. “They must succeed on their own, or they will never learn… So, I kept my distance, watching, wondering what might be taking so long. Wondering why I was still receiving summons to come and sort things out. Wondering why my agents in the city reported that the situation was not getting better, but was in fact, growing worse. That ponies were so afraid they were unable to speak of their problems. That the Guard ignored the needs of the citizens and the Noble Houses dismissed the constant claims of disappearances.”

“She knew?” Rainbow Dash whispered.

“Dash… Shush,” Applejack hushed her friend.

“And so I was concerned. But does anypony other than the Duke ask for my aid...? No…? How very odd. Do any of the other eleven cities hear of their ally’s needs and send ponies to investigate...? No…? Why, one might start to think that perhaps there are those who don’t wish me to be informed of the situation.” The alicorn’s tone grew all the more agitated as she spoke. “Does the Critique, my own academic elite, sworn to serve the best interests of Roan, bother to put their educated minds to the task of unraveling the mystery, studying the attacks, realizing in their study what was behind it...? Why, no! They are far too busy playing merchant kings!

Another fork of lightning again crossed the sky, the heavens themselves mirroring the anger of the alicorn as she glared at the guards and nobles and academics gathered, who cowered as the ground rumbled at their hooves.

“In all of my years as your Empress, I have never been so disappointed-- Nay... disgusted by my own nobility! In a single decade of my absence, with the exception of Grand Denarius, you have all completely lost touch with your purpose!” Astrolia shook her head, clearly seething as she scolded these powerful nobleponies like so many ungrateful children. “So, in the end, who stands for the ponies you are sworn to protect? Who takes it upon themselves to do the duties you have so callously neglected!? Who, dare I ask, finally brought these events to light!?”

He did,” a steady voice rang out, bringing the alicorn’s attention spinning around to the chestnut brown stallion who his hoof directed to one side...

...directly at the blonde unicorn who could only stand in shock as the alicorn’s bright purple eyes then fell over him.

You defeated this monster?” Astrolia asked plainly, looking to Leonard, who found himself suddenly the center of attention.

“Monster?” Leonard turned to look over his shoulder, noting how the gorgon cringed slightly, clearly as intimidated as he was by the demigoddess standing before them. The artist stallion turned back to face her, swallowing hard. “No… she is no monster, Milady. She is as much the victim here as anypony.” Leonard arched his back and stood tall, a confidence not his own pushing him forward. “There is only one monster here tonight, Milady… and he is standing right in front of you.”

The dark-coated alicorn followed Leonard’s eyes, before resting on a completely disheveled-looking Graphis Denarius.

“What? I… N-no, I was…” the unicorn blubbered like a foal as Astrolia’s piercing eyes narrowed on him, and it seemed as though the light of the moon behind her grew all the more searing and intense. “M-my father was… I mean… it was s-something we were b-both concerned about, and…” Graphis’ voice trailed off.

“Sentries, to me.” Astrolia ordered, three words that immediately derailed Graphis’ already tenuous train of thought.

The Maestro looked around wildly for some inspiration of any sort, anything to reinforce his non-existant defense... when his eyes caught hold of another pony standing tall and staring at him harshly. The unicorn cringed visibly, almost more pained by the disappointed glare of those eyes than he was by those of the godlike Lady of the Night.

And as Duke Grand Denarius turned his back on his son, unable to watch any longer, Graphis felt his voice fail him completely. Just then, two armored stallions, each wearing encompassing bronze plate armor stamped with insignias of two different Noble Houses and with manes dyed in a multicolored pattern much like Rainbow Dash’s, moved to Astrolia’s side, immediately standing at attention.

“As of this moment…” Astrolia fought to keep her tone civil in spite of her obvious outrage. “...I am placing this entire city under investigation. My Rainbow and Starlight Sentries will be summoned here immediately and all of the Roan Guard are hereby relieved of duty. Any member of the nobility, Guard, or Critique that desires the chance to redeem themselves will cooperate and be completely forthcoming as to the events that took place during my absence.”

There was not even a hint of disagreement or malcontent at this declaration, as the Night Empress’ eyes scanned over the gathered herd.

“Any who fail to do so will answer to me… personally,” she finished, the threat hanging in the air with the weight of any death sentence. “Sentries, seize him.”

“Wow… Talk about supreme executive power,” the Doctor uttered as the two rainbow-maned guards moved to either side of the grey unicorn and pressed their shoulders into his, forcing him to walk along with him as they moved the disgraced Denarius away.

“Doctor…” The alicorn nodded to him pleasantly after walking up to meet him, her tone immediately sending up a red flag to the brown stallion.

“Oh, I’m sorry, Your Majesty. Have we met?”

The dark alicorn looked the Hourglass Stallion up and down for a moment as her stern glare gave away to a knowing smile. “Not yet, apparently,” she replied cryptically. “But I do ask that you remain until morning while I untangle this... ungainly situation. I wish to speak with you before you leave.”

“I get the feeling this is not a suggestion,” the Doctor noted, his inflection making it no secret that he did not care for the sense of authority that was inherent in the Lady Astrolia’s tone. “By the way, who said I was going to be leaving?”

“You are the Doctor, are you not?”

Astrolia smiled a bit more broadly, not elaborating any further before she turned away and started taking charge of the situation as the Doctor watched on, both curious and incensed at the unbidden familiarity the alicorn had shown him.

Meanwhile, Graphis and his detainers paused as they passed by Leonard, who still stood between them and Marr Bell with his friends at his side. His face carrying a grim pallor, and his eyes dull and empty, it took a supreme effort for the former Maestro to raise his head in Leonard's direction. And yet, even still, he just couldn't bring himself to look the blonde artist in the eye.

“...I just wanted to be remembered…”

With another forceful nudge, the two Rainbow Sentries quietly encouraged the unicorn to keep walking.

As Leonard, Rainbow, Oreo, and Applejack watched the grey noblepony be led away, there was no sense of victory or pride in the event; just a sad concern that was set aside as they turned to tend to the injured gorgon while the Doctor ran over the implications of his meeting with Astrolia in his mind.

“No, no, no… Bad idea. I promised myself I would never get wrapped up with royalty again after that thing with Liz the First,” he berated himself, not caring for how out of his depth he felt as he looked to the ground.

Then he paused, as something caught his eye.

Laying nearby, a flat white envelope lay on the ground, a simple folded rectangle that would have been completely unremarkable except for two things: First, it had a wax seal on it… a seal that bore the mark of an hourglass, much like the one that now stood out on his flank. Secondly, it was a flat, rectangular envelope; an innovation that required dexterity and fine manipulation to open in a land where scrolls and easily unrolled parchments were the norm for a hooved population.

Intrigued, the Doctor reached down and picked up the envelope in his teeth, moving to the side to set it into the satchel still tied at his flank. The current situation called for him to wait until morning to satisfy his curiosity.

Ruins of the Studio de Eterna Magnificenza
The Pony City-state of Roan
28th of Summer, 1491 A.R., Dawn

It had been some hours since the explosion that rocked the city of Roan, and the first light of day brought on a renewed hope veiled by an overcast of hazy clouds. Already, the news was spreading across every district.

Lady Astrolia was back, and a terrible monster had been captured, ending the reign of terror that had gripped the lower class ponies as dozens of the Lost had been released from their stone captivity in the quarry lair of the creature. They now returned home to their families, giving hope to others that had long since given up on seeing their loved ones ever again.

Already, word had gone out that all statues in the Twelve Cities, in any and every collection, which bore the Denarius seal were to be turned over to the Starlight Sentries for immediate inspection to determine if they were, in fact, petrified citizens of Roan.

In the Royal District, the cleanup had been slow as the Night Empress continued her work; organizing relief, learning what she could of Graphis' dastardly plot, and tending to the needs of the city as more of her loyal Sentries arrived by the hour to assist in her attempts to bring order to the situation.

And all but forgotten in the scramble to find out the circumstances of this dire chain of events, was the blue box sitting atop the rubble of the studio, its occupants busying themselves with another important task.

“Hisssss...” Marr bucked a bit as she felt a warm paste being slathered along her side. She couldn't help but wince while Twilight’s trowel scraped against the sensitive scarring.

“Sorry, sorry… You okay, Marr?” the purple unicorn asked as she pulled back.

“Fine… fine… it jusssst stings.” The gorgon tried to keep the displeasure out of her voice.

“So, what did he call this stuff?” Rainbow put to Leonard, dipping her hoof into the pasty concoction that the four of them had been mixing up and putting over the gorgon’s wounds before the Doctor had gone off to speak with Lady Astrolia.

“He called it ‘concrete.’ I don’t know where he learned to make such medicine, but it seems to be working,” Leonard answered, looking over to where the Hourglass Stallion, now standing once again in his newly repaired vest, spoke in private with the ruler of the Twelve Pony City-states. “What do you think they are talking about?”

“No clue.” Twilight shook her head, moving up beside Leonard as Rainbow went back to join Applejack and spread more of the salve-like paste along the gorgon’s injuries. “I’m sure they’ll figure it out. At this point, I’m just glad we haven’t all been thrown in a stockade or a dungeon or something.”

“It’s almost as if... she knows him, somehow.”

“Yeah, he says that kind of thing annoys him. What with him being a time traveler, it means that he might do something in his future that involves her past. It gets complicated when things happen out of order for him.”

“I can’t wait.” Leonard smirked slightly.

“For what?” Twilight asked, turning her head.

“To see what happens.” Leonard nodded, looking to Twilight with a grin. “I mean, if this is a regular day for you, I can’t wait to see what happens next!”

Much to the blonde unicorn’s shock, Twilight Sparkle did not return his grin. “Leo… No…”

“W-what?” The artist drew back a bit, his smile fading at the concern in her voice. “But… I thought…”

“I know, and… I wish that...” Twilight took a breath, obviously pained as she looked into his eyes. “You have to stay.”

“But… But, how can I?” Leonard looked over towards Marr, Rainbow Dash, and Applejack a moment before bringing his attention back to Twilight. “After all this, how can I just go back to… No, I can't. I won't!”

“Leonard DiHoovsie…” Twilight met his eyes again, this time with tears welling up in her own. “Brilliant… amazing… bold Leo… Remember what I said back in your workshop?”

Leonard took a step back, his mind racing over the whirlwind of events from the past few days. “You said… I was going to change this world… for the better.”

“Of course, I want you to come, Leo.” Twilight looked away, closing her eyes. “But you can’t… Just like I want to stay.” She opened her eyes, looking back to her two friends, who were trying unsuccessfully to lift Marr’s spirits, the gorgon still quite morose, given her situation. “But it was never meant to be.”

Leonard huffed, trying to compose himself as the unicorn mare and stallion shared an awkward silence. “Seize the moment… but be prepared to let it go when it passes.” Leonard shook his head.


“Something the Doctor said.”

“Oh, I hate it when he does that.” Twilight smirked with a hollow laugh as she looked to the amazing artist.

“...Will I ever see you again?” he asked.

“I don’t know.” Twilight admitted truthfully. “I want to say yes… but, I just… don’t know.”

There was quiet between them for a moment longer before another voice broke the shared regret.

“Hey! Back off!” Rainbow’s shout brought Twilight’s attention back to reality as she turned, taking note of the two Rainbow Sentries now hovering over Marr Bell with a large net stretched out between them.

“Miss, if you could please move aside…” one of them asked politely, his tone disciplined and clipped.

“Wait! Where are you taking her!?” Twilight Sparkle demanded as another pair of rainbow-tressed earth ponies moved to either side of the still-weary gorgon, each eyeing the dangerous creature cautiously.

“The Wild Frontier. We have our orders, Milady.” One of the soldiers bowed, with Marr putting up no resistance as they gently laid the net down over her head.

“No! Leave 'er alone! It ain’t 'er fault!” Applejack started, clearly testy as she stood in defiance.

“She can’t stay here,” a royal voice came from the side as Astrolia and the Doctor moved back towards them. “The nobility is in disgrace, but calls for the gorgon’s removal from the city is unanimous among the Houses… and I expect I will hear the same from the representatives of the Lower and Craftspony Districts as well.”

“But this is her home! She was here first!” Twilight objected, looking back towards Marr, who lifted herself slightly and hissed in soreness as she allowed the two guards to wrap the net around her upper body as a measure to restrain her hood.

“Twilight Sssparkle…” Marr shook her head morosely. “She is right. What I’ve done… cannot be forgiven… I have to accept the punishment.”

“But… the Wild Frontier… that’s monster country.” Twilight was aghast at the implications as she looked from Marr to Lady Astrolia, an alicorn reminding her more and more of Nightmare Moon with every moment spent with her. “You can’t…”

“Twilight, it’s not our decision to make,” the Doctor said flatly, his tone booking no argument. “We’ve done enough… It’s time for us to go.”

“But, Doctor… What about…?” Applejack started.

“What if we…?” Rainbow interrupted.

“Girls… Time… to go,” the Doctor repeated.

There was a moment of silence as three sets of eyes went wide at the inflection in the Doctor’s tone.

“Oooohh…” Rainbow tried to hide a smirk.

“Uhhh… alrighty, then… Can Ah at least say goodbye ta Oreo?”

“The Phrench stallion? I will deliver the message, as he is currently on a task for me, and you don’t have very long.” Astrolia nodded, waving to the two Rainbow Sentries. “I don’t believe Miss Bell will be a bother. Would you two kindly fetch Monsieur Oreo and his new assistant for me?”

“At once, Your Majesty.” The two Rainbow Stallions saluted without hesitation before starting off and away from the ruins of the studio.

“Don’t worry, Marr… you’ll be alright,” Rainbow said comfortingly before flying off, heading for the blue box and disappearing inside its door.

“See ya soon, sugarcube.” Applejack set a hoof to the gorgon’s shoulder, drawing a perplexed look from Marr before she too started away.

“Marr, don’t worry… it will all be okay,” Twilight finished up before turning back to Leonard. “Leo…”

“Goodbye, Twilight,” Leonard said quickly before turning away, causing the purple unicorn to do the same.

“...Goodbye…” She lowered her head, her pace dragging as she too moved to the blue doors of the TARDIS.

Leonard sighed quietly, shaking his head as he fought to maintain his composure before making a pained admission. "...I love you."

“Well, let’s try to keep things platonic, here, Leonard. After all, I think I’m a bit too old for you.” The Doctor nudged the blonde artist, his tone surprisingly upbeat as he turned to the still-lounging gorgon. “Marr, we have to go. Promises to keep and all that. Try not to move too much until those patches harden. Doctor’s orders. Anyway, I think that’s all… Your Majesty, Leonard, ta-ta for now. Hi-Ho, ponies!”

Speaking at top speed, the Doctor moved to the doors of the box and pulled himself in with an almost dance-like step of complete carefree joy.

“Doctor! Wait! There’s one thing I don’t understand!” Leonard rushed forward, setting his hoof to the door just in time to keep the brown stallion from closing it.

“Only one? Well, you are clever, aren’t you? Alright, you have my attention, make it quick,” the Doctor pressed, keeping his head and one leg outside the TARDIS as he smiled.

“Well…” Leonard stammered just a bit. “Just who are you?”

“Me? I’m just like you,” said the chestnut pony.

“Like… me?”

“That's right! The stuff of legends.” The Doctor pulled himself into the door, closing it shut, and then opening it again a moment later. “Oh, and Leonard, in case you’re wondering, here’s a freebie.” There was a moment of silence as he held the inventor's full attention. “Nopony is ever going to forget you.”

The doors to the TARDIS closed yet again with a light slam as Leonard started away, having to pause as Astrolia moved to his side and set a hoof up against his shoulder in a manner that made the smaller unicorn immensely aware of his surroundings as the most powerful being in Equis leaned down to whisper in his ear.

“Hold on. I love this part…”

A dull thud suddenly reverberated through the air… followed by a lyrical, unnatural, yet hauntingly beautiful sound, as the blue box vanished slowly before their eyes, disappearing into thin air.

“I never get tired of that,” Astrolia sighed, her tone carrying an almost nostalgic air before she shook her head, her expression growing serious again. “Maestro DiHoovsie… Even this early in my investigation, I must say that I am extremely disappointed in the current state of the Academia.”

“I’m… sorry, Milady?” Leonard drew back, uncertain where this line of reasoning had come from as he looked over towards Marr, the gorgon having turned over on her side and resigned herself to whatever fate held for her.

“It’s my own fault, really. I should have kept a more direct hoof in it. The Critique were too wrapped up in their own agendas and profit mongering to truly advance the arts and sciences. It’s only natural that corruption would take root when the nobility wanted their own way. The patronage system is simply too easy to tamper with; not enough oversight.”

“With… all due respect, Milady…” Leonard found himself saying. “Oversight was precisely the problem. There was no room for originality because the apprentices were encouraged to copy and produce, not discover or create. They crafted what the Critique desired with no room for error. Art cannot thrive in that sort of environment.”

“Hmmmm…” Astrolia tapped a silver-adorned hoof to her cheek in thought, looking up to see a dappled Phrench pony approaching with a large stack of papers floating beside him. “I see… Then perhaps you have some ideas on how we can relieve the Academia of this impediment?”

“Well, first it would require completely redesigning the principles of education, Milady. The Critique assumed only unicorns were capable of artistic development. Perhaps a broader definition of art is required…” Leonard started, pausing when he considered who it was he was speaking with.

“You’re suggesting an entirely new education system, Maestro?”

“Well, yes… but… I am sorry, Milady, if there is any confusion, but I am not actually a Maestro.”

“Oh?” Astrolia walked past Leonard towards Oreo, who went to his knees immediately as the Lady Lunar pulled a leaf of paper from the top of the stack that continued to float magically beside him. “I do believe that these beg to differ. They were scattered all over the city in the explosion, but remarkably, most of them are still in rather good shape.”

Leonard drew back in shock as she turned the page to him, revealing one of his own sketches of a pegasus’ wings.

“Your student has already been quite helpful in helping us categorize them, as well.”

“My… student?” Leonard looked over to Oreo, who shrugged slightly.

“Who am I to argue with Lady Astrolia?” the Phrench pony offered by way of explanation. “Besides, it beats poring over rocks all day.”

Awwww… Sis!” a sudden voice came from behind the stack of papers, and the light pink aura surrounding them dropped them to the ground in a neat pile. “I wanted to watch the box disappear!”

Moving out from the side of the paper stack, Leonard spotted a small filly with a snowy white coat. Perhaps six or seven years old, she was already quite lovely without the golden vest that covered her form, leaving only holes for two stubby wings, and the tiara that allowed her horn to show as it held back a mess of bright pink hair.

“Maybe next time, little sister.” Astrolia shook her head as the two Rainbow Sentries returned, moving towards the gorgon with a firm but gentle manner. “Well, in any case, I am off to make an inspection of the city’s jailhouses. Apparently, there are some ponies who have been inappropriately ‘misplaced’ there that need attending to… Maestro DiHoovsie, I shall expect your first thoughts and recommendations by this time tomorrow, and look forward to seeing what you have in mind.”

The Lady Lunar bowed her head slightly, the unicorn and Phrench earth pony dropping to a respectful bow as the dark-coated alicorn departed. She stopped for but a moment to turn and address the adorable pink-maned pony who had called her "Sis."

“Come along, Celestia.”

“Oh, fine…” The filly looked down at her hooves, clearly disappointed as she fell into place behind the greater of the royal sisters.

“I expect great things from you two,” Astrolia mentioned as an aside as she moved away. “Great things, indeed.”

As she moved out of sight and earshot, Oreo pulled himself up to his hooves and looked to Leonard, who was merely smiling. “C'est fou!” The Phrench pony shook his head. “I mean, I have an eye for quality, yes… but… the Lady Lunar, expecting works of art from me? This is… I mean… it’s impossible!”

Holding back a small laugh, Leonard looked back towards the rubble where Marr was being "escorted" away… to the spot where a machine he would have declared impossible a few short days ago had vanished on its way to parts unknown.

“If you take nothing else from these events, Francio Oreo, take this…” The artist set a hoof over Oreo’s shoulder, turning him towards the Craftspony District where they had a new assignment waiting for them. “Absolutely nothing is impossible.”

"The stuff of legends," the Doctor had said.

Leonard could not help but smile.

Not bad for some mixed-species, no account, blank-flank.

Epilogue: Not in the History Books

View Online

Epilogue: Not in the History Books

Books and Branches Library
Ponyville, Everfree Province of Equestria
6th of Summer, 1001 C.R. (Celestia’s Reign), 12:45 a.m.

…that goodbye was without a doubt the hardest thing I have ever had to do.

Twilight Sparkle’s horn glowed as the quill held in her magic scratched against the smooth page of her blue journal. Despite her tiredness, the soreness along the back of her head was just enough to keep her grounded in her surroundings as she poured the experiences of the last few days into the book with all the detail she could remember.

“So, then what happened?”

Twilight shut her eyes, fighting back the tears as she let herself slip out of her writing groove. The real world slowly seeped in as she started listening to the sounds coming from below her loft, rather than tuning them out so that she could concentrate. Apparently, the Doctor had reached the same point in the tale that she had finished writing about and, like any good storyteller, gave his one-dragon audience a moment of suspense.

“And then… we came back, had a good laugh, and made something to drink. Lemonade, I believe. Aaaaand that’s the end of the story,” the Doctor teased, his tone casual and bland to the point of nonchalance.

“Wha-- But… Oh, come on!” Spike could be heard, Twilight not needing to see that the purple reptile was literally on the edge of his seat, leaning forward and expecting more. “What about Marr Bell? And Graphis? What happened to him!? Or Leonard, or Oreo!?”

“Well, if you believe the history books…” the Doctor said, Twilight managing a smirk as she imagined the smug grin on his face and the shrug of his shoulders. “...then Leonard went on to be a famous artist and nopony even remembers anything at all about who else was involved in the events of those three nights in Roan. History goes on, after all. That should be enough, right?”

“No!” Spike sounded astonished and disappointed at the same time, Twilight having to picture his head drooping. “You didn’t… you couldn’t have just left it like that!”

Twilight smiled as she stroked a line across the page she had been writing, preparing for the next segment as the Doctor could be heard again.

“Weeeell… Now that you mention it…”

Western Trade Roads
Outer Province of Roan
30th of Summer, 1491 A.R. (Astrolia’s Reign), 1:57 p.m.

Marr Bell the gorgon had come to a single conclusion in the past two days: She was without a doubt the most miserable creature in all of Equis.

She had spent her entire life denying that she was, in fact, a monster; the sort of creature that ponies told stories about to frighten their foals at night. She had watched Roan grow from the ground up, but had hidden away in her caverns rather than risk a confrontation.

But when she had been drawn out of that home by a terrible blast, she had fallen under sway of something more horrible than anything she could have imagined. She had found a purpose… somepony to care about.

And she had liked it.

For years, she convinced herself she was happy with Graphis, fawning over him in a manner that now repulsed her, and ignoring the nagging feeling that what she was doing was wrong in every sense of the word.

Then, the Doctor came… and everything changed.

She had discovered that the pony she loved held little more than contempt for her; using her unique, cursed abilities to gather renown among his own kind while she had been the unwitting foal, believing she had been helping the entire time. In that time, she had been hurt worse than ever before, and although the physical injury from the explosion at Graphis’ studio was already on the mend, the pain on the inside was so much worse.

The things she had done filled her with so much regret it was painful. She had been completely blinded by rage, attacking an artist she once demonized, only to realize that he was completely innocent of the many accusations that she heaped upon him. Lashing out at the party-goers and guards that night that had been just as in the dark as she had been as to Graphis’ scheme.

How close she had come to crossing that line and becoming what she had always denied herself to be.

Lost in her thoughts, Marr could easily remember and repeat what had been said that night.

“I forgive you,” Rainbow Dash had said… How could she?

“Y'all ain’t a monster, Marr Bell,” Applejack had said… How would she know?

“Let me save you.”

Given the time to think about it, Marr realized that the Doctor had been exactly true to his word. But rather than swoop in and play the hero to her distressed damsel, he had, intentionally or otherwise, given her the chance to prove something to herself.

She could have easily escaped, then. Dove through a wall or down and out into the street. She had the time and the warning… But instead, faced with a moment of choice, she had curled around and protected him; taken the full brunt of a force she had no reason to believe she could survive, all to try and save one pony, then using what strength she had to drag him and the immensely heavy box containing his friends to safety.

And for a time, she thought perhaps she had won what she had wanted for so long, as the five ponies aided and tended to her, covering her scars with a miraculous stony mixture that eased the pain and was even now chipping away as she healed on her own, speeding her recovery and comforting her.

“She can’t stay here.”

It was too good to last, she realized that now. Of course Lady Astrolia, the much beloved Night Empress, would have to think of her city first, and most of them still feared her. With good reason.


Marr was jarred from her thoughts as reality came seeping back in with a bump in the road, becoming keenly aware of the squeak of wheels and the feeling of movement as she was pulled along. It was dark, something she was quite used to, with only a few faint spots of light coming from the air holes set into the top of the crate.

Feeling the weight of the net that had been pulled snug around her upper form, restricting her hood, and the two thick iron chains running over her backside, she sighed. She had remained coiled in very much the same position since she had been moved into this wooden box and set into a large carriage for transport across the countryside, to the western fringes of pony territory; the land they called the Wild Frontier.

The restraints were all for show, of course. She knew that, and her "jailers" had known that. She knew that she could easily break free if she wanted to, and had entertained the idea of breaking through the wooden crate and snapping the iron chains just to prove this point. But the crate and the locks on top of it were more for the peace of mind of the six earth ponies pulling the large cargo wagon than of any belief that she could be held against her will, and she didn’t care to think of the repercussions if news of a breakout attempt reached the merciful, but stern, Lady Lunar.

All she could do now was wait. Wait to be delivered into a forested land of hydras, manticores, timberwolves, and other sorts of creatures too terrible to mention.

She wondered if there would be gems there… What might they taste like...


Marr was again drawn out of her musings as she felt a sudden shift, and the momentum of the cart halted with the stopping of the wheels. They couldn’t have been there already. These wagon ponies worked in shifts to maintain a constant pace, day and night, in order to make the best time.

“Hey! What gives?” she heard a brash voice call out, belonging to a pony she had identified as one of the Foreponies.

What she heard next made her heart jump.

Gooooood morning, gentlecolts! Welcome to the first official Roan Department of Transportation Inspection Station!”

“...Doctor?” Marr squirmed slightly, turning to set her ear against the side of the wooden crate.

“Inspection Station?” the Forepony’s voice came again, clearly confused.

“That’s right! Here are my credentials if you care to take a look… You see, in order to maintain these roads, prevent potholes, and avoid injury to upstanding worker ponies like yourself, all carriages moving along this stretch need to be recorded, weighed and inspected for violations of Roan's transportation laws. Now, firstly, if you gentlecolts would be so kind as to unhitch from your wagon, my lovely assistant here will take your names for the record, and we can be underway. Shouldn’t take more than a few hours.”

Marr listened to the continued prattle and backlash as the Forepony neighed in frustration at the disturbance. About a minute after she heard the sound of the ponies' harnesses being unshackled from the cart, she felt something else suddenly moving nearby: a soft "thump" that drew her attention towards the back of the wagon and away from the Doctor’s voice.

“Psst! Marr, you in here?” she heard a whisper with the distinct scratchy voice of Rainbow Dash, the rainbow-maned mare she had only a few days ago turned to stone. “Give us a sign. Which one is you?”

“Ah reckon it’s the big one marked ‘gorgon,’ Dash,” came Applejack’s voice.

Marr was stunned as she felt a set of hoofbeats move closer towards her crate. She thought they had left her… It was two days ago… What were they--



Marr was shocked, hardly believing what was happening as she felt her crate being pushed against the wooden floor of the wagon. She shifted around in the confined space as she tried to figure out what was going on. Unable to maneuver to get her eye towards one of the air holes without pain from her injuries, she pushed a hoof out to tap lightly on the wall of her crate.

“Ssshhh. It’s okay, Marr. Jus’ stay still,” Applejack soothed quietly, straining as she pushed against the crate with all of her might.

“A-Applejack? What… What are you doing here?” Marr tried to keep her tone down to prevent being overheard, but loud enough to be heard through the walls of her crate.

“Keepin’ a promise,” the farm pony answered. “Careful… Careful, Dash.”

“I got her…”


Marr stifled a cry of surprise as she felt the crate fall a few feet to the ground, the restraints keeping the wood walls from cracking, but with the lack of padding, sending her bouncing a bit against them.

“Okay… So she’s a bit heavier than I thought.”

“Hey! What was that!?” the Forepony could be heard, agitation clear in his voice.

“Hmm? I didn’t hear anything. Now, if you could just sign here… here… here… here and here…” The Doctor didn’t miss a beat as he moved back into the center of attention. “...and initial here, declining the inspection so that you ponies can be back underway, we should be able to get the rest of the forms out to you in no less than three to four months.”

“Come on… Come on…” Marr heard Applejack say as she felt her crate being pushed again, this time more quickly as it scraped over the dirt and stone of the road with the earth pony pressing against the bottom while the pegasus pulled the top.

“If you would like to lodge a complaint, please visit our main office in Roan’s Royal District,” the Doctor could be heard to say, his tone growing more distant as the two athletic ponies pushed hard to slide the crate along the ground.


Marr felt something strange as the foremost edge of her crate suddenly popped up over something. The texture changed immediately from a rough earthy push to a smooth, flat surface that the two ponies pressed into with ease.

“Whew! Okay, let’s get her out of there,” Rainbow exclaimed breathlessly.

“Not yet. The Doc said to wait,” Applejack replied.

Marr heard a sudden rush of hooves clacking against the smooth surface the crate was now on as something quickly came towards them.

“Jeez, talk about a bunch of grumps,” came Twilight Sparkle’s voice as a resounding "slam" followed her. “You’d think they would welcome the break.”

“At least we lightened their load for them,” the Doctor was heard as his hooves quickly brought him around Marr’s crate, where he tapped against the wood with a hoof. “You okay in there, my dear?”

“D...did you jussst… sssteal me?” Marr found herself unable to believe what she was saying.

“Not stealing, liberating. We left a note,” the Doctor explained.

“That reminds me, Doc,” Rainbow interrupted. “How are we gonna return that armor you left the last note for?”

“Let’s focus on one thing at a time, Dash.”

“But… I thought…” Marr muttered, unsure what to think.

“Lady Astrolia said y'all had ta leave the city,” Applejack said, setting a hoof that Marr could feel against the crate. “She never said where ya needed ta go.”

“But, where… What… What are you doing?”

“You didn’t think we were just going to let you take all the heat and the blame for what Graphis did, did you?” the Doctor asked, his voice moving farther away as Marr heard a set of alien sounds; clicks and beeps and chirps that she could not identify.

“Well… kind of…”

“Don’t worry. If these coordinates are right, I think you’ll be pleasantly surprised,” the Doctor was heard, followed by a buzzing sound and a crank.

Then everything went crazy.

The reverberations and shudders in the floor were completely beyond her experience, causing the gorgon’s heart to race as she felt her crate shift and slide along the floor. It felt as if the whole of the world was in upheaval. A violent churning that was more prolonged and chaotic than the explosion at the studio.

Then, just as suddenly as it started, it stopped, accompanied by a heavy thump.

“Doctor, how is the TARDIS doing?” she heard Twilight say as she tried to recover from the shock of the sudden movement.

“Down to nine percent power… She’s running on fumes now. Thankfully, that was just a move in space, so we should still have plenty to get her back to the Anchor. But even so, we shouldn’t stay long.”

Marr, completely confused as to what was going on, shook her head to try and get her bearings before she felt the crate being shoved again, this time in the opposite direction, back the way she came.


She felt the slight drop as the back lip of the crate dropped down over a threshold and started to slide against the…

Marr immediately realized something was wrong. She couldn’t see, but as far as she could tell, she had just been pushed back out through a doorway and should have been sliding on the coarse dirt of the road… but instead, she felt a smooth chipping underneath...


“Ah, here we go. Right there is good, girls. Marr, cover your ears, please,” the Doctor warned as she came to a stop again.

“Cover my…?”


Marr cringed slightly as she felt her entire body rattled by the tones from the wand-like device the Doctor carried, but quickly recovered as the side of the crate popped and fell over, the locks along its edge snapping open.

With the door falling away, sunlight blinded Marr Bell for a moment before she pulled herself out of the crate into freedom.

“Alright, let’s get these off. Aaaaand...”



The chains on Marr's body fell away as she blinked in the light, and what felt like a set of teeth took hold of the clip holding the net around her upper body and peeled it back and away. Blinking a few more times, Marr turned and took in her surroundings.

The four ponies stood before her -- or, in Rainbow’s case, hovered -- with broad smiles as they stood in front of the large blue box on the edge of a rocky cliff. Fluffy white clouds moved against the robin's egg sky and spread light down into a small valley below, revealing the mouths of several caves in easy view. Turning about, Marr looked out upon a vast mountainous region, covered in a labyrinth of craggy canyons and sharp stone peaks where no earthbound pony could think to pass, stretching off into the distance.

As she uncoiled and looked about, a confused wonder in her eyes, Marr Bell listened and felt for the signs of movement she had become accustomed to; the sound of hoofsteps, the reverberation of quarry hammers pounding, the cracking of stone.

And she found nothing but peaceful quiet.

“W-where... are we?”

“Your new home.” Twilight nodded kindly. “Lady Astrolia gave the Doctor directions. She said that you could be happy here.”

“Supposed ta be formed right on top of a gem field, so y'all have plenty ta eat.”

“And I can see at least three waterfalls nearby.” Rainbow put a hoof over her eyes, scoping the scene as she tried to add to the appeal of the location. “So water’s not a problem.”

“She called it Sanctuary Valley.” The Doctor nodded, moving alongside and setting a hoof on Marr’s shoulder in a comforting fashion. “And it’s all yours.”

Marr was absolutely stunned, looking about at what was a completely idyllic setting for her, and her alone.


“I… Th-thank you… I jussst…” She tried her best to express her gratitude, but couldn't mask the tinge of disappointment in her voice.

Twilight drew back, concerned at the gorgon’s reaction. “Marr, what’s the matter? We thought you would like it here. I mean, you didn’t want to go to the Wild Frontier, did you?”

“No, that’sss not it. It’ssss… amazing… Wonderful...“ Marr swallowed hard. “I guessss it’ssss… jussst me, right? You’ll be… going sssoon, I sssuppose.”

“Right away, actually.” The Doctor nodded solemnly. “I have to get these girls back home before our ride runs out of petrol.”

“...Out of what?” Marr tilted her head in confusion.

“Never mind. Just know that I’ll be checking in every now and again, to make sure everything is alright.”

“Couldn’t you jussst stay for…?” Marr stopped in mid-sentence, drawing back with a sigh as she realized that what she was asking was in nopony’s best interest. “I mean,thank you… Doctor, Twilight Sssparkle, Applejack, Rainbow Dash... For everything... Goodbye.”

The ponies nodded in turn as the gorgon took in a breath and sank suddenly into the stone under her, taking them off-guard until they saw her emerge from the valley wall several stories below them, slithering along the floor of the hidden canyon.

“Home sssweet home, I guesss,” Marr muttered as she slithered towards the caverns. Then, she paused as she felt something very strange under her coils. It almost felt like… stone... shifting

“Well, try not to sssound ssso excited.”

Marr Bell jumped in surprise, her hood opening on reflex as her tail curled in shock, and she twisted around in a defensive posture. “HISSSSSS!”

“Whoa! Sssettle down, good-looking.”

Marr’s eyes went wide and her tail went limp, her hood falling flat along her back, as a dull blue-colored colt’s head, topped with a coarse, bluish-grey mane, reared up from the stone under her, looking her up and down with pale, red-slitted eyes. “A little high-ssstrung, aren't you?”

Marr’s heart hammered as the blue colt’s body lifted up, his forelegs folding down against his chest as his color gave way to the slate-blueish grey stoney body that followed, nearly as large and thick as her own. “Y-you’re a…”


Marr twisted again on herself, barely able to draw breath as a dull red-furred young mare, trotting along on her forehooves like a pony while her own rocky backside trailed behind, made her way towards her.

“Back up, you big lump! You’re ssscaring her!” the mare chided as she pulled herself up quickly around and gave the colt a slight shove away from Marr, as well as thumping the back of his head with the tip of her tail. “Filly isn’t here for ten ssseconds and you’re already out here making usss look bad.”

“Ow! Aw, come on, Sssandy. I was jussst--”

“Sssorry about him. It’sss jusst not every day we sssee sssomepony new jussst slither right up into the Valley. I’m Sssan Ssstone. Everypony calls me Sssandy, though.” The red mare nodded pleasantly to the stunned grey gorgon. “The blunt blue rock here is my brother, Ssslate.”

Heeeey…” Slate grinned, giving Marr a wink as his thin forked tongue flickered out slowly. His antics then earned him another thump against the back of his head from his sister’s tail.

“Knock that off, you,” Sandy scolded for a moment before a pleasant smile returned to her snout.

Marr trembled all over, drawing herself down as she looked between the two of them, gasping for breath and feeling silvery tears well up in her eyes. “E… Ev… Every…pony…?” she found herself stammering.

“Well, yeah…” San Stone turned about and looked to the cavern openings.

Following her gaze, Marr Bell all but burst into tears as she took note of more than a dozen serpent forms moving into the mouths of the cliff-sides, each topped by a stallion, mare, colt, or filly form in a variety of colors, shapes, and sizes. Even more emerged from each of the cavernous openings along the floor of the valley.

As Sandy turned back, she realized the state that the grey gorgon had fallen into and her smile faded, replaced by concern. “Hey… Heeeey, it’ssss okay. Come here.” The young mare moved over and put her forehooves around Marr’s shoulders as her tail moved to wrap comfortingly around the distressed gorgon. “You’re sssafe now. You’re among friends… What’sss your name, gemssstone?”

“F-friends…” Marr Bell reached around, hardly believing what was before her. This was a dream. It had to be. “I-I’m… M-Marr… Marr Bell.”

“Whoa… are you okay, Marr?” Slate slithered about, looking down the new gorgon’s serpent body and taking note of the patched scars. “What happened to you?”

“I…” Marr paused, drawing back slightly as she dragged a hoof over her eyes, trying to wipe away the tears. She turned to look over her shoulder, up to the top of the cliff.

There, she watched as three amazing pony mares moved into the doors of the mysterious blue box, and the Hourglass Stallion stood motionlessly watching over the scene below. She couldn’t make out his expression. but somehow, she knew. He was watching her with a mix of joy, regret… and a sad envy.

Marr blinked as pearly tears rolled freely down her cheeks. “I was sssaved… by sssomepony ssspecial. A pony who risssked everything.” She bowed her head, trembling as she closed her eyes.

Then she heard a heavy bass note reverberate across the valley, followed by that sound… That incredible, wonderful sound.

“Thank you, Doctor…” she whispered to nopony as the sound faded… looking up again to see that the magic box was gone. “Thank you…”


…making sure that she would never be alone again.

“So, there were a whole lot of 'em?” Spike sounded amazed at the Doctor’s description as Twilight drew another line, a method she had started to use to try and keep up with the various journeys the TARDIS made.

“A full colony, yes. Apparently, Sanctuary Valley lives up to its name. A place for what was left of the gorgon species to live out their long lives in peace,” the Doctor confirmed before he continued. “Now, all of the flying and jumping around the time-stream had really taken a toll on the TARDIS’ fuel supply, so after that, the four of us either needed to hurry back or start picking out a place to build a house.”

“So, you came straight back to Ponyville, then?” Spike asked curiously, amazingly still wide awake considering how late it had gotten.

“Not… right away.” The Doctor smirked slightly, Twilight taking another breath as she set the quill to paper again. “We had just one last stop to make...”

Manehattan Museum of the Arts
30th of Summer, 991 C.R. (Celestia’s Reign), 8:32 p.m.

“Oh, now really.” Mrs. Orange, the stunning Manehattan socialite, smiled warmly as she nodded to a dark brown, spectacle-wearing sophisticated stallion with an open scroll displayed proudly on his flank. “I insist, you really must come by our townhouse for drinks. It would be the perfect occasion to break out the 932 C.R. bubbly that we’ve been saving.”

“Well, if you insist, then we simply must, I suppose.” The brown stallion nodded to Mr and Mrs. Orange pleasantly, before giving a curious look to the small orange filly standing between them. “Oh, I say… Is this one yours?”

The young orange earth pony, her blonde mane done up in an uncomfortable bun, smiled as pleasantly as she could, keeping quiet just like she was told.

“Oh, this precious dear is my niece, Applejack. Why, she’s come all the way from the rural southeast to stay with us and learn the ways of civility,” Mrs. Orange explained proudly. “Only been in town for a few days and she’s already managed to shake off the mud of the farm.”

“The southern rural? You mean south of Canterlot? Oh, my word… That’s out near that dreadful Everfree Forest, isn’t it? Well, my dear,” the dark brown stallion nodded to the filly as he addressed her. “I assure you, there are far more amazing things here in Manehattan than down there. I should very much like to hear about it over drinks.”

“Why, yes… Of course, kind sir,” Applejack reciprocated, her southern twang suppressed as she followed her Aunt and Uncle Orange, the pair becoming involved in another conversation as they started for the door to leave the exhibition.

Little Applejack stopped short at the exit, her ears perking up as she looked out the corner of her eye. Something was amiss.

She… could have sworn she just saw somepony that looked... familiar.


As the filly started away, another orange pony with a blonde mane ducked back out from behind a wall, watching her leave and quite amazed to note the missing three apples that would soon adorn that filly’s blank flank.

“Awww, you were so adorable,” Twilight commented as they watched the Orange couple and the young Apple filly leave the Leonard DiHoovsie Exhibition.

“This is sooo weird…” Applejack said, shaking her head as she watched… herself… walk away. Knowing that in the early hours of the following morning, Rainbow Dash would perform her first Sonic Rainboom and set into motion events that would put her and her five friends onto their respective paths. “Ah’m still kinda confused, though. How is this not breakin’ Rule Number Two?”

“As long as we don’t interact with her and she doesn’t happen to see you, we’re not messing with events,” Twilight explained as she understood it. “Although I’m still not quite sure why the Doctor felt this stop was worth the possibility of getting stranded. I mean…” Twilight looked at the larger than life banners; a very remarkable likeness of a slightly older Leonard from the one she had left behind just a short time ago, looking out with a bold and confident expression. “After meeting the real thing, this sort of event almost seems like it’s too much.”

“Right here, you see?” Twilight heard the Doctor saying as she broke away from Applejack, smirking as the Time Lord pony waved the black case and blank piece of paper at the security stallion that was eying him suspiciously. “The Doctor and Guests. I’m the Doctor… and these are my guests.”

“Yes, I see, sir… but with you not being on the registry…” The security pony looked unsure.

“Oh, clerical errors, my lifelong foe.” The Doctor sighed, shaking his head with slight amusement. “I know you’re just doing your job, but really, what harm is there in four ponies just wanting to appreciate such an incredible icon of history? I mean, it is a once in a lifetime opportunity.”

“Well… alright, sir.” The security stallion nodded. “Enjoy the exhibition.”

“Gotta be better than the last one we were in,” Rainbow snickered as the stallion started away.

“Now that that’s settled, shall we join the tour?” The Doctor motioned for the others, pointing towards an elderly, bow-tie-wearing stallion that looked quite familiar to Applejack. A feeling given credence when the tour pony opened his mouth to speak.

“Now, this is perhaps one of the earliest examples of a ‘Class Portrait’ in Equestrian history,” the tour pony started in a drone that brought Applejack’s mind reeling back. Pointing out a drawing of six ponies standing side by side, she recognized Oreo on the far left, and next to him, Leonard, with four other ponies: a pegasus, two unicorns, and another earth pony she didn’t recognize. “Mouth-drawn in graphite pencil and credited to DiHoovsie’s student, Francio Oreo, circa 1500 A.R. Francio was the earth pony stallion who later took the reins as the second Chairpony of the Royal Astrolia Society for the Preservation of the Arts, again taking over for his long-time friend and mentor.”

“Excuse me, Professor?” Twilight raised a hoof.

“Um… yes, Miss?”

“I was wondering… before R.A.S.P.A., what was the art and education system like in Roan?”

“Oh, well, that is quite a tale. Many ponies don’t realize this, but R.A.S.P.A. actually replaced an older and outdated ‘Academia’ education model, which tutored DiHoovsie himself but catered only to unicorns. Following a scandal involving several key of the Roanan nobility, we are told that Lady Astrolia herself was advised by Maestro DiHoovsie on a newer approach, which became the forerunner of today’s public education system allowing all foals access to a free basic education. With offers of advanced education to those who do exceptionally well in the fields of science, historical study, art, and magic.”

Twilight smiled a bit as she looked to the portrait of Leonard with his first students, glad to see the satisfied expression he wore as the tour pony moved along.

Various sketches, both familiar and those unknown, caught the four ponies' eyes as the tour guide continued to speak, pointing out the models of flying machines (”He rebuilt them, good for him. They still don’t look like they work, but good for him,” Rainbow commented quietly), the original manuscript of A Study of the Miraculous (”Hey, Twilight, are those drool stains?” Applejack teased, causing Twilight to blush slightly), and a life-sized portrait of the famous model and first female Chairpony of R.A.S.P.A., Milk Ann Oreo. (”Oh, good, he took my advice,” the Doctor noted in appreciation).

As the tour wound down, the four ponies still amazed at seeing what was accomplished by Leonard, Oreo, and their later students, Twilight finally took a moment to ask, “Um, sir?”

The tour pony smiled. “Oh, yes? I do enjoy these questions of yours dear. Go ahead.”

“I was wondering… Have you ever heard the name Graphis Denarius?”

“Oh, I do believe so… A bit of a footnote in the grander scheme of history, but a funny story all the same. Not the sort of thing ponies would normally read about. You must be students, am I right? From the Trottingham University of Anthropology?”

“From the T.U.A… Yeah! O-of course,” Twilight stumbled a bit, while the Doctor kept back as he and Applejack looked over the portrait that had started this whole adventure, a painting entitled: The Impossible Machine.

“Funny?” Rainbow questioned with a tilt of her head.

“Oh, yes. Graphis Plagiare Denarius was the youngest colt of Duke Grand Denarius, who ruled Roan’s House of Unicorn in the early years of DiHoovsie's life. Graphis attended the old Academia alongside the Maestro, and is recorded as fancying himself something of a rival… although surviving records of the period indicated a lack of artistic talent, instead supplemented by using his family’s wealth to purchase works from other artists. He is remembered for exactly one notable contribution to modern Equestrian culture.”

“Oh? And what would that be?” Twilight asked, amazed at how little even a storied expert seemed to know as to what really happened.

“Well, one scandal involving a new form of creative theft was so widespread that it was named after him. That is where we get the word ‘plagiarism.’” The tour pony allowed himself a smile, although neither Twilight or Rainbow shared in the humor.

“That’s… really interesting.” Twilight nodded. “So, what happened to him?”

“Nopony is really sure.” The tour pony shook his head. “Although his one contribution did manage to get somepony’s attention…”

“What do you mean?” Rainbow asked.

“There’s a statue of him in the Royal Gardens of Canterlot,” the tour pony said plainly. “Funnily enough, it’s positioned to be constantly overshadowed by a two-story tall marble likeness of Leonard DiHoovsie. I suppose it’s somepony’s idea of a joke.”

Twilight and Rainbow stood dumbfounded for a moment as the tour pony moved on, both looking at one another in shock.

“Uhh… Twi…?” Rainbow started. “You... you don’t think…”

“No…” Twilight shook her head. “Noooo…

“Twilight!” Applejack’s voice suddenly shook both them from their horrified thoughts. “You’d better come see this!”

Glad to have something else to think about, Twilight rushed over towards the Doctor and Applejack, who were looking up at a canvas nearly half a story tall and almost as wide that dominated the entire back wall of the exhibition.

“Oh, yeah… Yeah, that’s the Mara Lighta.” Twilight let out a sigh of relief, recognizing the enormous art piece present in dozens of books she had read. “Probably the most famous painting in Equestrian history. Leo’s ultimate masterpiece. They say it took him ten years to finish it.”

“Twi… look closer,” Applejack implored.

“What is it, AJ? I’ve seen it before, it’s…” Twilight stopped, examining the painting in closer detail, and her jaw promptly hit the floor.

Against a starry black backdrop stood a perfectly rendered mare, many describing her as too perfect to have been real. Some speculated that DiHoovsie had used Astrolia herself as a model, a concept that had set fire to countless imaginations, considering the rumors of the Lady Lunar and Roan's Genius’ "close" patron/artist relationship.

But Twilight realized now, as she looked upon it with an all new perspective, that this was not the case at all.

The mare in the painting was unclothed, positioned as if she was floating upright with her eyes closed in silent meditation. It was easy to see the possible comparison to Roan's Empress, even if the subject lacked a pair of wings, herself. But Astrolia’s fur had not been purple… and her mane was not flared in such a manner, with a stripe of magenta and pink. A beautiful swirl of bright violet magic emanated from her horn in curls and shapes that accentuated her every curve and form.

Twilight fell back on her rump as realization set in, and her eyes finally fell to something that she had never even noticed in the books before...

The cutie mark adorning the Mara Lighta’s flank... was a six-pointed starburst, surrounded by five smaller stars.

As she sat numb in shock with her friends watching her cautiously, a patron of the exhibition passed behind her and looked her over from behind a fancy pair of glasses.

“Wow, Miss… You know… you look just like her.”


Twilight Sparkle closed the TARDIS Journal, still finding herself unable to sleep as she thought about the things she had seen and done... and the amazing adventure that had unfolded before them.

She thought about how they had come back home, how Applejack and Rainbow had both thanked the Doctor for bringing them along, and how he had joked about it and said that next time it was Rainbow’s turn, as if it were just a lark that they had stepped out for.

How Applejack had been shocked to discover they had arrived back in Ponyville the same day they had left; only four hours after she had arrived with talk of a strange dream and the Doctor had shown off his new suit. She had rushed back home to help Big Mac while Rainbow declared that she was going to find something "JUST AS AWESOME" to be part of her next trip.

But while they had both realized that their trip had led to something amazing... that they had taken part and done something truly good... Twilight was still troubled.

Perhaps Applejack and Rainbow Dash had forgotten, but she hadn’t. She hadn’t forgotten that somepony had sent that invitation to Marr, luring her to Graphis’ exhibition. She hadn’t forgotten finding a Still-Heart Charm in Graphis’ office. She hadn’t forgotten the doors of Graphis’ studio, locked in such a way that neither the Doctor nor herself could open them.

She had not forgotten the backlash when she had tried, seeing something horrible that still sent shivers down her spine whenever she thought about it.

There were still so many things she didn’t understand... things that shouldn’t have been -- couldn't have been -- a coincidence.

As Twilight leaned back in her bed, her horn glowing as she set the TARDIS Journal on her nightstand, she found herself trying to unravel these mysteries, and wondering, not for the first time, if there was something the Doctor wasn’t telling her.


“Wow... That’s just... Wow! Okay, hold on! I know we got a book of art around here somewhere! I have to see this picture of Twilight!” Spike hopped off his chair and raced for the library’s stepladder, still on a rush from the amazing story the Doctor had told and eager to see if there was any truth to it.

The Doctor, relishing the little dragon’s reaction, chuckled to himself a moment before calling his attention. “Oh, Spike, before you do, may I ask a favor of you?” The Doctor turned a bit, opening his satchel and pulling out a flat envelope.

“Huh? Oh, sure Doc. Whatcha need?”

“Could you open this for me? Hooves and all that, you know.”

“Oh, yeah. Of course.” The baby dragon took the envelope, not even bothering to look at the wax seal on the front, and slid a claw through its edge, pulling out a single sheet of white paper and handing it to the Doctor without looking at it. He was far too interested in finding a reference book containing the works of Leonard DiHoovsie to read somepony else's mail.

The Doctor took the paper, his smile fading as the dragon turned away, and unfolded it carefully, reading the flourishing script for the very first time.

The Clock Strikes One: The Game Begins


The Doctor jumped with a start, turning to the grandfather clock that stood along the wall of the library and reading its face.

One o’clock in the morning... exactly.

The Doctor looked back to the note, his mirth and humor gone. Something was wrong... Very wrong.

He had his suspicions before... but now he was sure.

There was so little that he knew, and so much more he couldn’t possibly understand...

—Coming Soon—

View Online


*Background music; a soft African beat.*

*Scene opens on a close up of a familiar older mare, her black and white striped mohawk making her instantly recognizable.*

"One thing you are certain to call a sure bet..."

*Scene in black and white, a memory of a time not so long ago, four ponies standing opposite of the zebra over an overturned cauldron.*

“If you will, remember how it was that we met.”

*Another black and white scene, Twilight and her friends lounging in a bubble-bath, with Applejack comically sitting back in a tiny tub as Zecora and Apple Bloom laugh with them.*


*Background music takes a darker turn, drumbeat speeds up.*

"Memories we share shall always endure..."

*Scene of Twilight and Fluttershy standing inside the door of Fluttershy’s cottage, opening it to see a distressed-looking Apple Bloom.*

"But take my advice: Do not be so sure."

*Scene of a hospital waiting room, a doctor pony stepping out and shaking his head as Apple Bloom puts her face to Fluttershy’s shoulder, crying.*

*Scene of the Doctor facing the yellow pegasus with tears in her eyes. The Time Pony is clearly concerned, but also hesitant.*


"There is more to this tale than within any tome…"

*Scene of the Doctor, Twilight, and Fluttershy stand on an open plain, looking around in horror as they take note of the decrepit, drought-stricken landscape.*

"But the hope for my future…"

*Closeup of Fluttershy, turning slowly, eyes wide in fear.*

"…lies in the past of my home."


*Background music explodes in rhythm and beat. Racing. Frenzied.*

*Scene of a dozen striped zebra, each with a harsh glare and thin enough to see their ribs, turning at once with a frightening unison.*

*Scene of another zebra wearing an enormous voodoo-style mask, black with eight eyes cut out around the top bearing down on the Doctor, who is clearly restrained and glaring angrily.*

*Scene of Twilight, covered in strange glowing glyphs, floating in midair as a look of confusion runs over her face.*

*Scene of the Doctor, a torch held in his mouth, waving it about frantically as bats dart past him, then pausing to drop it in shock.*


*Background music stops entirely.*

"But know this, my friend…"

*Scene of Fluttershy, curled into a ball, covering her head and peeking out between her hooves*

" you ever so sweet."

*Another scene. Fluttershy standing, looking over a great square-shaped pit in the ground.*

"If your fear overcomes you…”

*Fluttershy closes her eyes and puts one hoof out over the pit, trembling. Fade to darkness.*

*Scene opens up again on a sickly-looking Zecora, drawing back to reveal the golden rings around her neck have been removed, showing green-colored veins running up from one side of her neck, with bandages soaked in a similar green fluid.*

“...we never shall meet.


*Background music plays - Tune of "The Itsy-Bitsy Spider."*

Scratchy Feminine Voice
"The Itsy-Bitsy Spider…"

*Scene shows Twilight, covered in glyphs, struggling against a curtain of webs violently to no avail.*

"...woke up from her warm bed…"

*Scene of Fluttershy wrapped in a cocoon, struggling apparently for her life, a shadow cast over her as tears run down her face.*

"Found herself some ponies…"

*Scene of a young filly Zecora, identifiable by her mohawk mane and unique stripe pattern, unrestrained, but lying very still, her eyes wide open and breathing shallow. A monstrous, hairy spider leg silhouette looms over her, setting down right in front of her face.*

"...and soon she was well fed."


Go beyond Equestria...

Doctor Whooves: The Series - Episode Three
“Along Came a Spider”