> Doctor Who and the Voice of the Shadow
>  by spartiecat
> --------------------------------------------------------------------------

> Chapter 1
> --------------------------------------------------------------------------

Rarity galloped from cupboard to closet, frantically searching for the perfect accent to her new creation. Bolts of unfurled fabric laid across the floor, as the white unicorn expertly avoided stepping on any in her search for the perfect accessory. 

“My new creation will be absolutely marvelous!" she exclaimed. "But it needs just one more thing”. 

Her energy came from her inspiration. She was out hunting for jewels the day before. In her quest she found a pink sapphire. She could not forget the way it shone or how the light caught her eye. Rarity was gripped by the colors and it’s warm beauty. She was saving the gem and intended to make a dress just to suit it, but was using the inspiration to complete her latest project; a matching ensemble for Spike and Twilight for their annual return to Canterlot. 

Sweetie Belle was close at hand, trying to keep up. She stumbled as she stepped between the fabrics laying on the floor. She was getting frustrated that could not be of more help to her big sister. Sweetie’s hoof got caught on a swath of fabric laying across the floor, and she crashed to the floor in a tangle of ribbon and thread. When she looked up, the shine from a gemstone caught her eye.

“Rarity, what about this?” She picked up a red ribbon festooned with gemstones. Rarity took it and eyed it carefully. She narrowed her eyes, searching for the potential inside the ribbon.

“No, no. This won’t do at all. It would be far too garish.” With a flick of her head, Rarity tossed it aside into a heap at the corner of the room. 

“Besides,” she said, as she tossed her mane as she turned to her young apprentice, “there’s not enough of it. I need it for matching outfits”

Sweetie Belle looked past her sister to the dress pole, where a deep blue dress hung. It had emeralds and diamonds on a white Jabot collar, with more studded on a matching white belt. Beside it was a smaller outfit, decorated in the same manner, but as a jacket and trousers. The light from the window caught the gems on Twilight’s belt, and directly into Sweetie’s eyes. She squinted hard and raised her hoof to shield her face.

“I don’t get why you’re going through all this trouble”, said Sweetie Belle. “Twilight Sparkle will like your dress, no matter how much you work on it. You know she likes to keep things simple”. 

Rarity looked at her sister with a smile. “Now, that’s what I thought at first" she said, thinking back to her original vision for the project. 

Her eyes lit up with the dreams she had held in her heart for a lifetime. "But this is destined to be an absolute masterpiece!” She smiled as she delved deeper into her vision of her inevitable future.

“When she goes to Canterlot and ponies see what can be done…” She paused, daydreaming of the success and fame that she no doubt deserved. “There’s no telling how big this might get!” She giggled as she was lost in thoughts of her destiny of fortune and fame.

A sudden knock at the door startled Rarity back into reality. “Oh no! Twilight’s early” 

She hurried into to the back room to check her hair in the mirror. She called to the door in her most cordial 
voice “Just a minute!”. 

Sweetie Belle‘s face lit up as she pounced upon the opportunity to help in a way that her big sister would not see as a distraction. “I’ll get it!” 

Sweetie Belle bounced toward the door. She grabbed the handle and pulled the door open, but saw no one waiting at the step.

She furrowed her brow. Was this some sort of prank? She walked outside warily, unsure if she would find a possible guest, or fall victim to another pie in the face as an ill-conceived attempt from Scootaloo and Applebloom to earn a pranking cutie-mark. “Hello? Twilight?"

“One more second!” Rarity called out in a sweet sing-song voice.

Sweetie Belle looked around, but she saw no one. She thought it was probably Snips and Snails up to their old antics again. She shrugged, turned around, and walked back to the door.

‘Looks like they left‘, thought Sweetie Belle as she started to walk back toward the boutique.

The door started to creak shut. Sweetie Belle panicked as she saw it about to close, and began to run toward it. She leapt dramatically at the slowly closing door, landing with a thud on the porch. She gave a sigh of relief as she caught the door with her hoof just before it closed on her.

She called out to Rarity “Don’t worry Rarity! No one was there”, as she picked herself back up. The hard landing had left her a bit dusty, but none the worse for wear.

There was no response from the back. 

Sweetie Belle thought to herself that Rarity must have not heard her as she walked to the back room. 
She peered in, and saw it was empty. “Rarity?” she called out. “Where did you go?”

She walked toward the dresser in the back room. As she entered the room, she spotted Rarity’s hair brush underneath the stool in front of the mirror. 

The younger unicorn picked up the brush, and wondered where her big sister had run off to. As Sweetie Belle set the brush carefully back into its drawer, she thought to herself that Rarity must have run upstairs. 

"Rarity is always in a panic about something", the filly said to herself as she shut the drawer. "I bet I could be a lot of help if she would show me". Sweetie Belle pouted at the thought of being unappreciated by her own sister.

Sweetie Belle was lost in thought, and did not notice the dark figure approaching from behind. The small pony was cast completely in shadow before she saw the darkness that surrounded her. She turned around, and her eyes grew wide with fear when she saw what stood before her. 

All she could manage was a slight gasp before a dark claw clutched her mouth shut.
> Chapter 2
> --------------------------------------------------------------------------

Twilight Sparkle frantically searched her shelves. She had scheduled herself to complete her research before she went to visit Rarity,  but she was well behind schedule.

“Where is it, Spike?” she called out. Twilight was doing some research for on the behaviour of small animals when they are lost or scared. Fluttershy was having trouble with a stoat that refused to leave the Everfree Forest, and asked Twilight for help on the subject.

Spike dug through stacks of books that had yet to be reshelved. He knew he had seen the library’s copy of ‘Ways of the Wayward Woodland’ recently, but he could not place it. He sat down on a book, as he pondered where he would have seen it.

“Spike," Twilight said, with a tinge of annoyance in her voice. “What’s that you’re sitting on?” He looked down, and blushed as he saw the book he’d been searching for.

“Oh," he laughed nervously. “I told you it was in the unshelved section." Twilight took the book and was about to launch into a lecture about the importance of observation, when she looked at the time. 

“I have to hurry up or else I’ll be behind schedule all day!” She dashed to her desk to continue her work. Twilight frantically wrote, trying to make up for lost time. 

As Twilight sifted through her stacks of research material, trying to finalize her paper on time, Spike began tidying the heap that had been made of the reshelving stacks. 

He had lost track of time while organizing the books. Spike was lost in a daydream of what he would do if he were the boss. He smiled to himself as he resolved that he would wear a top hat at all times, but wondered if wearing a monacle would be too much. 

“Finished!” Twilight called out, snapping Spike out of his daydreams of grandeur. “Come on Spike, or we’re going to be late." Twilight magically tugged at Spike’s tail, prompting the dragon to hurry.

Spike quickly grabbed a quill and Twilight’s scroll schedule and chased after her as she head out the door. 

She was looking forward to enjoying the walk to Rarity’s. The sun warmed her face as she looked at the clear, nearly cloudless sky. The Pegasi had just wrapped up a few days of non-stop drizzle, and a lot of ponies were sure to be enjoying the day in town.

Twilight and Spike were on their way to Rarity’s boutique. Rarity wanted the pair to try on some new matching outfits she had designed especially for them. 

Spike, as the servile party in this arrangement, was torn by the dilemma. On the one hand, he was enthusiastic to be in the company of Rarity. On the other hand, he did not appreciate the notion that Rarity thought of him as little more than Twilight’s accessory. But dutifully, he kept up with Twilight as they made their way to their appointment. 

Spike held a scroll and quill at the ready, jogging to keep up with the purple unicorn.  “Where to after we’re done at Rarity’s?” he asked, carefully hiding his annoyance. 

“Well” Twilight said, head turning slightly behind to face her apprentice. “I thought we-” 

Her thought was interrupted by a strong and sudden wind that seemed to be coming from nowhere and everywhere at once. A strong gust of wind knocked the two of them down. Twilight raised a hoof to shield her eyes, and Spike tumbled backwards into a bush, tightly clutching his parchment A strange mechanical wheezing noise began to surround them.

From nowhere, a blue box began to appear right in front of them. It was transparent at first and gradually became more solid. When the box had become completely whole, the wheezing stopped with a thud. The box was tall, with a flashing light on top. Twilight sat in the grass, in front of this contraption. She peered from behind her outstretched hoof as a door on this box flew open.

A creature stepped out of the machine. He walked on two legs, looked vaguely ape-like, and was dressed in a very odd way. His face was saggy. He had unkempt black hair, baggy checkered trousers, a light blue shirt, and a crooked bow tie. He adjusted a large black frock coat that, even Twilight with her limited fashion sense could tell, was at least two sizes two large for him. 

Twilight watched the creature carefully. She was not sure what to make of it. His front legs hung from his shoulders like a bag would hang from a hook. She was too frightened to move, so she just sat in the grass with one hoof outstretched, shielding her eyes. 

Twilight knew that some sort of powerful magic must have been involved in order to create an object of that size. It walked a circle around the box, and stopped back at its door. It looked up at the sky, down on the ground, and then called into the box’s open door. “Zoe! Jamie!” the strange creature called into the box, “It’s perfectly alright here." 

Another similar creature then stepped out of the box. The second one is also two-legged, and a little bit shorter than the first. She had slighter features, and a much smaller nose. She was much younger, and dressed in a dramatically different manner. She had a short dress, which stopped just above the mid of her thigh. It was white except for a broad orange stripe running horizontal across the center. The dress had a high collar and short sleeves. A larger young creature followed closely behind. He was the tallest of the three. He had a mop of dark hair, similar to the first one, but it was kept much neater. He wore a gray turtleneck and a knee length red, green, and black plaid kilt. He was broad shouldered and looked strong, but had a face that seemed too young to be genuinely intimidating. 

The large one shut the door to the box behind him. He turned and said to the older one “After th’ landing ya gave us, there’s no telling where we’re at now." He spoke with rolling Rs in a heavy Scottish accent. Twilight was not sure what exactly he said.

The eldest creature turned to the two younger ones, and had a look of pride on his face. “Green grass, yellow sun," he said, gesturing to the sky and the ground. He jumped up and down. “Gravity appears to be Earth normal. I’m fairly certain we are on Earth." He clasped his hands and nodded to himself, smiling at his own conclusion.

“Doctor?” the young female one said in a calm but inquisitive tone. She gestured a hand toward Twilight and Spike, who were still watching in stunned silence. 

“Oh!” exclaimed the old one. He jumped in surprise, as he noticed his audience for the first time. “Then again,” he muttered, grinning sheepishly at the other two, “maybe this isn’t Earth after all."

He straightened his coat, took a deep breath, put on his broadest and friendliest smile and immediately and briskly walked up to Twilight. He reached out grabbed her outstretched hoof with both hands, and shook it vigorously. 

“Good day” he said as he dropped Twilight’s hoof and simultaneously grabbed Spike’s claw. “I’m The Doctor, and these are my companions, Zoe and Jamie." He let go of Spike’s claw, took a step back and stood with his hands clasped behind his back. He rocked on his feet, excitedly and expectantly waiting for a response.

Twilight and Spike stared at him in confused silence. They were still trying to interpret what had just happened. A few moments of awkward silence pass. The Doctor leaned forward, hoping to elicit a response “and who might you be, then?”

The two remained silent. Jamie walked over to The Doctor, and peered over at Spike and Twilight. “Maybe they ne’y can talk. They surely dinna look like anything we seen before. They might jus‘ be wee beasties” 

“Nonsense!” The Doctor exclaimed with a chuckle as he turned around to address Jamie. “Intelligent life comes in all sorts of forms in the Universe.” 

Zoe laughed “That’s what you said when you tried to get directions from a vacuum cleaner." The Doctor furrowed his brow and adjusted his coat, “Never you mind that” he said gruffly. 

“Tw-Twilight Sparkle”  responded the pony in a shivering voice that she tried to force into a confident tone. 
She was curious as to what these creatures were, and what they were looking for in Equestria. ‘They seem friendly enough’, she thought. The three creatures did not seem to be all that threatening, ‘but then again’, Twilight thought ‘neither were the parasprites’. 

Twilight knew she had to be careful, but her innate curiosity was starting to overcome her apprehension and confusion. Zoe and Jamie look surprised as she spoke. The Doctor smiled and turned back to Twilight. 

“Excellent! Glad to see you are unharmed. Sorry by our little entrance there. You see our navigational matrix was on the blink. No matter then, always nice to relax for a spell. Now who’s your friend there?” 

The Doctor turned his attention to Spike, who was still sitting in stunned silence. “Spike” responded Twilight. She picked up the dragon and set him on his feet. She strained to keep a pleasant grin on her face. She did not want her new guests to think that she thought they were dangerous, just in case she was right.

The dragon’smouth hung open in surprise, and he clutched the parchment tighter as the odd creatures‘ attention focused on him. 

“Spike, this is… The Doctor did you say?” As Twilight turned to Spike, she spotted at the parchment still in Spike’s clutches. “Oh no! Rarity! I’m going to be late!” 

She grabbed Spike by the arm with her mouth and with a quick flick of the neck tossed him onto her back before turning her attention back to the mysterious trio. Her suspicions of them was quickly forgotten. She was about to be tardy for an appointment, and that would ruin her entire schedule for the day. That, in her mind, could not stand. 

“I have to go meet with a friend right now. Would you like to come along? I’d love to learn more about 
what you are, and how you and your friends got here”

“Splendid idea!” exclaimed The Doctor, clapping his hands together. “Come along you two. We’re off to find out where we are.” The Doctor immediately set off, beside Twilight Sparkle. The two began talking as they made their way through the meadow.

Zoe and Jamie looked at each other knowingly. They had become accustomed to The Doctor entertaining himself with the task of trying to figure out where he had landed them. The five set out down the road toward Rarity’s Boutique.
> Chapter 3
> --------------------------------------------------------------------------

“Was that box your ship?” Twilight asked The Doctor. 

“Oh my yes.” The Doctor said with pride in his voice. He made no secret that he loved the TARDIS, despite 
the fact he was not totally sure how to make it go where he wanted to every time. He wasn’t concerned that he couldn’t control it terribly well. The Doctor always explored wherever landed, confident that it would land him somewhere he was needed… or at least a place he would find interesting. 

“It takes me all over through space and time. Other planets, eras, and what have you," he made a rolling gesture with his hand.  Twilight‘s eyes were aglow listening to The Doctor as he told her of adventures on other worlds, and of enemies such as The Daleks and The Cybermen. She had never met someone other than Princess Celestia who was as well versed in the ways of the universe. Although he dressed like a cosmic hobo, he certainly knew his stuff.

“Wow! I’ve never been to other planets before!“ She was dazzled by The Doctor and tales of his ship travelling to places never dreamed of by ponykind. “I went back in time once,” she said with a giggle, “but that didn’t turn out as well as I’d hoped." 

“Aye, that’s the way time travel usually turns out” said Jamie with a smirk, and the whole group burst into laughter. 

“It must get quite cramped in that box with all three of you” asked Twilight. 

“Oh no,” The Doctor exclaimed, shaking his head. “the TARDIS is bigger on the inside. It’s actually quite comfortable."

Twilight looked puzzled. “Tardis?” 

Zoe said “It stands for Time and Relative Dimensions in Space. It’s the name of The Doctor’s ship." 

“So where are you from then?” asked Twilight. 

“Well, I’m from all over the place, really” said The Doctor as rubbed his hands together. “I suppose I‘m a wanderer, it‘s been so long. My two companions however, are from Earth." 

Twilight wondered if the name ‘Earth’ was a coincidence, or if they had come from a different reality entirely. 

As The Doctor and Twilight continued talking, Spike eyed Zoe and Jamie carefully. “If they’re from the same place, then why are they dressed so different?” he asked, scratching his chin. 

“Well my boy," said The Doctor “they’re from two different time periods." The Doctor reached into his breast pocket and pulled out a flute-like instrument. He pointed at Jamie with it. “Jamie comes from a time about 300 years in Zoe‘s past.”

“So that’s why both of them have dresses?” asked Spike in a half-mocking tone. “In Equestria, guys don’t wear dresses.” 

“This nay be a dress” Jamie said brusquely. “This be ma’kilt! Th‘ tartan o’ the Clan McCrimmon!” The Doctor knew he had to interrupt.  If Jamie got sidetracked with talking about Scotland, they would be on the subject for quite a while.

“And what of this place, Twilight Sparkle? Where are we?” he gestured all around with the instrument, before setting back into his jacket. “Well that is Ponyville” Twilight said, nodding at the village directly ahead. “And the Kingdom is called Equestria. That is Canterlot over there. It’s my home town.” She gazed at a castle, jutting out of a mountain in the distance. Twilight tossed her hair back and shot The Doctor a proud look. “And I’m here as Princess Celestia’s top student." 

The Doctor clapped his hands together “Oh, that’s splendid! Always an asset to meet a person…." He stopped himself and considered his companion’s equine nature. “well… I suppose you’d be a pony of learning." 

Jamie leaned in “and do all ye beasties talk as well?” 

“What?” asked Twilight. She acted taken aback, as she was not sure if she should be offended by the remark. 

Zoe helped out “What he means is, do all the animals talk like you and Spike?” 

“Not all of them. There are some that do, and some that don’t. I never really thought about it."  Twilight made a mental note to research this further when she got back to the library.

After a short walk, the group stopped in front of a tall white building with a purple roof. It looked like a large wedding cake, but with windows, and ribbons as decoration. Twilight said “this is Rarity’s place.” as she walked up to the front door.

She knocked on the door. “Rarity! Sorry we’re late!” she called out, but there was no response. “Maybe she’s out?” asked Spike with a shrug as he hopped off of Twilight’s back. “No, she was expecting us. She’s probably in the back somewhere. Rarity gets this way when she‘s in her ‘creative process’." 

Spike grabbed the handle and opened the front door. The Doctor, Zoe, and Jamie followed Spike and Twilight into the boutique. Unfurled reams of fabric lay everywhere. Gemstones, thread spools, and yarn balls littered the floor.

“Oh my!” exclaimed Zoe. She quietly wondered to herself if there had been a struggle. Twilight was taken aback as well. She knew Rarity to be such a tidy pony when expecting company, but wondered if her creative flair had gotten the better of her. 

The Doctor watched the room carefully. He did not want to jump to conclusions, or cause unnecessary alarm - but he felt a powerful, oppressive psychic energy. 

Jamie was lost in his own thoughts with the idea of talking ponies, and wondered if this really was a better life than continuing to fight the English in 1745.

“Just a second” Twilight said, carefully stepping around the fabric and headed toward the back room. 
“Rarity” she called out. “I’m here!” as she walked into the back room and out of sight of the other four.

Twilight’s terrified scream brought the whole group running to her aid. Her eyes were wide with fear as she breathed heavily. She trembled as she backed away, bumping into Jamie in the doorway as the group ran to her assistance. 

“Oh my giddy aunt!” exclaimed The Doctor as he stepped into the room.

Sweetie Belle sat in front of them. She was motionless, near the dresser. She had a vacant stare on her face, and her mouth hanging open. A small streak of drool was on the side of her face. The filly sat motionless, facing the cowering Twilight Sparkle.

“Sweetie Belle? Can you hear me?” Twilight called from the doorway, still leaning against Jamie. Her voice was a trembling mix of panic and apprehension. The Doctor began to approach the small white unicorn.

“Don’t touch her!” Twilight shouted in alarm. “She might be hurt!” She flailed forward, but her hind legs refused to budge. She landed hard on the floor. Tears were starting to well in her eyes as she looked at the young pony’s dead stare. 

Spike ran to Twilight. “W-what happened to her?” he asked in a choked, wavering voice. The Doctor stepped carefully toward the pony, and looked carefully at her eyes. He squinted and crinkled his nose as he crouched lower, and approached.

“Thankfully, she’s not dead” he said in a low but calm voice. He stood upright and started to fiddle in his coat pockets. Spike’s whole body trembled in fear, as he pointed at shaking claw at Sweetie Belle. “Why is she like … THAT?” 

The Doctor pulled out a small flashlight from his pocket and shined it in the filly’s vacant, unflinching eyes. “I can’t say for sure. But it seems something has affected her mind." His eyes narrowed as he looked deeper into Sweetie Belle‘s eyes. “No, it‘s more than that. Not just affected. Something has taken her mind completely!” He stood up abruptly at the realization.

Twilight’s mind was racing. She tried to think what could have possibly done this to Sweetie Belle, and she wondered if there was a spell to bring revive her from her catatonic state. 

Zoe looked at the filly, and then The Doctor. “But why take the mind of such a young girl?” Her voice had a forced impartiality to it, as she was trying to hide her own fear by thinking as rationally and calmly as possible. 

The Doctor looked down thoughtfully as he put the flashlight back in his pocket. “Lots of reasons, I suppose."  He adjusted his coat as he turned to Zoe. “Whatever did this could need the mind, it could need the body. So whatever did this may be back." He paused, trying to remember if he had seen this before. “Although," said The Doctor, his eyebrows perked up, “she could have just been an innocent bystander.”

It suddenly struck Twilight that they had not seen Rarity yet. She jumped to her feet at the thought that her friend could be in a similar state or worse danger. She knocked Spike down in the process. Her eyes were wild with panic, her teeth clenched, and cheeks stained with tears.

“Rarity! What happened to Rarity? I have to go get help!," she ran for the door. Jamie stepped aside as she dashed past. Twilight stopped suddenly and turned to her apprentice. “Spike, you stay here with Sweetie Belle. We’ll go get the others. Doctor, you and your friends come with me." With that, Twilight ran as fast as she could out of the boutique, with The Doctor, Zoe, and Jamie running close behind. 

Spike gulped hard and clutched his tail as he cautiously approached Sweetie Belle. He called after the group, who had already rushed out of the building and were on their way into town. “Wait! Twilight!” the dragon yelled. “What if it comes back and I need help?” Twilight, The Doctor, and his companions were all gone. He clutched his tail harder, and took a deep breath. “It’s going to be okay” he said softly.  

Hearing himself say it, the words shattered whatever confidence he may have had that they were true. He gently stroked her mane as tears started to trickle down his face.

> Chapter 4
> --------------------------------------------------------------------------

Sugar Cube Corner was it’s usual flurry of activity. Mr. and Mrs. Cake were rushing in and out of the kitchen, trying to fill another large order. Filling the massive order for the municipal conference put them far behind on work for their other clients. The pair were in such a panic that they did not have time to tend to their two young foals. Luckily for them, they had a capable and enthusiastic foal sitter on staff. Pinkie Pie was upstairs, relishing in the Cakes’ most important task - taking care of the twins. 

Pound Cake and Pumpkin Cake were laughing in their crib as Pinkie was focused on her most amazing feat yet. She stumbled around the foals’ room - balancing a tower of pots and pans on her head. “Easy… easy” she said cautiously, as Pumpkin Cake used her magic to lift another saucepan to the top of the tower. 

The Cake kids were approaching their first birthday. Pumpkin Cake was slowly learning to control magic on her own, and soon her powers would be strong enough to require formal tutoring. Pound Cake was already beyond all expectations as a flier. He spent so much time off the ground that he often panicked his earth-bound parents. Mr. and Mrs. Cake were an overprotective pair, and it seems the older the twins got - the stronger they got. The only one who could reliably distract them was Pinkie Pie.

Pinkie lurched left and right, her eyes fixed on keeping herself below teetering tower of dishes above. Her neck was starting to sore, but she thought it worth it if the twins were happy. The two children laughed as they watched Pinkie stumble side to side, narrowly avoiding a stuffed turtle on the floor. 

“One more! I can do it!” called out Pinkie Pie, her eyes transfixed above her. Pumpkin Cake levitated the saucepan to the top of the tower precariously balanced on Pinkie’s head. The unicorn strained to lift it to it’s needed height. She leaned forward in her crib, and focused to push the pan higher and gently laid it on the top. 

The instant the last pan was set, Pinkie’s tail started to twitch. She knew she would not be able to hold the tower in place, but she was determined to keep it up as long as possible. The laughter from the Cake twins gave her the encouragement she needed. 

She took a step forward, and felt a slight pinch in her knee.

Twilight burst through the front door at Sugarcube Corner. Mrs. Cake was startled to see Twilight in such a panic. She dropped an empty muffin pan, and it hit the ground with a clang. It seemingly triggered a cacophony of noise from the upper level, with the sound of pots and pans hitting each other and the floor, followed by the raucous laughter of Pumpkin Cake and Pound Cake. 

Twilight was in too much of a panic to notice it. Her mind was occupied by worry that Rarity and Sweetie Belle were in real danger. “Mrs. Cake! Have you seen Pinkie Pie?”

“She’s upstairs, looking after the twins” said Mrs. Cake. She was confused as to what Twilight was so panicked about. Before Mrs. Cake could ask why Twilight was Twilight was in such a state, the unicorn immediately ran for the stairs. There was no time for pleasantries when the life of one of her friends was at stake. Mrs. Cake knew it must be something important. She shrugged and picked up the pan to resume her work.

Just then, The Doctor, Jamie, and Zoe entered the shop. The Doctor was breathing heavily. He pulled out a handkerchief from his front pocket and dabbed at his forehead. “Oh my! 450 years can really weigh on a body," he said between deep breaths.

“Come on!” yelled Twilight, as she ran upstairs. The Doctor quickly regained his composure. He bowed a polite ‘how do you do’ to Mrs. Cake and the three of them followed Twilight upstairs. 

The muffin pan hit the floor again with a clang.

Twilight threw open the nursery door. The twins were both standing up on two legs, leaning up against the railing of the crib. Both were laughing and giggling.  “Pinkie?” Twilight called out.

The Doctor felt the same oppressive force he sensed in Rarity’s boutique. He knew something was not right here either. It was same sort of energy he felt in the boutique, and he knew it was connected to the catatonic Sweetie Belle.

The group looked around the nursery. There were pots and pans strewn about the room, but Pinkie was nowhere to be found. Twilight was not sure if she should be worried. As she saw it, there was an even chance Pinkie was in the middle of a game, or she was missing too. She ran to the closet, and threw the door open. 

She called out again “PINKIE PIE?”

The Doctor, having regained his breath, tucked his handkerchief away. “What are you looking for?," he asked the unicorn.  “My friend Pinkie Pie. She might have disappeared too." 

“Well something certainly happened here," said Zoe. 

“Maybe, maybe not," said Twilight. “That was probably Pinkie being Pinkie”

“Why would so many pots and pans be in a nursery?” asked Zoe. 

Before Twilight could respond, a yell came from outside. “Get away from me!." The voice sounded like it was coming from above the building. 

Twilight recognized the voice. “Rainbow Dash is in trouble!” She rushed downstairs, followed closely by The Doctor and his companions. 

Twilight Sparkle, The Doctor, Zoe, and Jamie stood outside Sugarcube corner and looked up at the sky. 

A rainbow coloured blur shot past the group. “Oh my giddy aunt!” exclaimed The Doctor as he jumped back.  

Rainbow Dash climbed high into the air. Her streak was a stark contrast against the blue and nearly cloudless sky. Right behind it, was a long black shadow. The Pegasus dove once again and flew fast along the ground, dodging light posts and other ponies in the street. The shadow kept pace and was approaching the pegasus, when she turned and went into a sharp 90 degree climb. The black shadow followed in lock-step. Rainbow was soaring high above the town. She curled her wing, turned her body, and rolled herself into a sharp nose dive. 

“I can shake this guy," Rainbow Dash said to herself. She flapped her wings in broad, rapid strokes, pushing herself to fall to Earth faster. 

She smirked as she glanced behind her, to admire how she had left her pursuer in the dust. The shadow was gaining on her. Rainbow Dash’s cocky grin disappeared as she leaned forward and beat her wings harder. She knew she could go faster, and was determined to lose her pursuer.

Twilight could only watch as she saw the rainbow streak approached by faster, pitch black blur. Dash struggled to push herself faster. She knew if she had climbed higher and started her dive later, she would have had the speed she needed to get away.

Twilight, The Doctor, and his companions could only watch in horror as the shadow overtook her. Rainbow was moving too fast to stop as the form surpassed Rainbow Dash, turned around and unfurled into a broad black sheet. She hit the shadow at full force, and it immediately enveloped her. It continued to swirl and wrap itself tighter around the pony. The group could see Rainbow Dash kicking from the inside of the black form as she struggled to break free.

“RAINBOW!” Twilight screamed. 

She could see her friend struggling as the black form that encased her began to collapse on itself, pulling Rainbow Dash with it. In a matter of seconds, the shadow had disappeared, and the sky was empty. A deafening silence filled the air in the aftermath of the struggle. Twilight was not sure what was going on, but now she knew her missing friends were in great danger.

“What was that?” a stunned Jamie and Zoe blurted out in unison. The Doctor furrowed his brow and rubbed his hands together nervously. “I don’t know. But I think that is what took the mind of the filly in the dress shop.”

“How do you know?” asked Twilight. She was worried that Applejack, Fluttershy, or some other innocent pony could be next. 

“Well I felt a force at the first place we visited. I didn’t know what it was, but it was -." The Doctor paused and curled his lip. His tone was very serious. “It was an oppressive force. Very powerful indeed." He pointed at the clear blue sky. “Whatever I felt at the boutique, I felt in the nursery…and up there." 

Twilight stamped her hoof down in the dust. “We have to check on Applejack and Fluttershy." 

“Oh dear," sighed The Doctor as he adjusted his coat again. “I suppose that means more running." 

“This is no time for jokes!” snapped Twilight. 

“Right-o. Off we are then," and the four started running for Sweet Apple Acres.

> Chapter 5
> --------------------------------------------------------------------------

Applejack and Fluttershy were busy near the river at the edge of the forest. Fluttershy had enlisted her friend to help get food down to the animals that made their homes near the river. Spring flooding on the banks had washed away a lot of the soft grasses and other marshy vegetation. Fluttershy was worried about their health as spring wore on, and convinced Applejack to donate a few bushels of apples to feed the animals for a little while. Applejack was reluctant to part with too many apples, as the early crop was still a few weeks off.

“Thank you for all your help, Applejack. If it weren’t for your apples, a lot of those poor creatures would have gone hungry.” 

“Ah dunno about that.” responded Applejack, as she emptied out the last of the apples near the riverbank. “Don’t the forest animals usually fend for themselves?” 

“But it would be so hard to find food” said Fluttershy in a sweetly sympathetic voice. “They really like the marsh grass. But that’s all gone now. It’s not like they can say what they want to eat instead." 

Applejack was annoyed by Fluttershy’s impracticality in giving food to animals so early in the growing season, but she couldn’t help but smile at her kindness and consideration.

The two were walking to Ponyville to relax after a long morning of work, when they saw Twilight charging up the road. Twilight came to a screeching halt in front of the two ponies. Fluttershy and Applejack were stunned to see friend so visibly shaken. She was breathing heavily. Her mane was dishevelled, and she looked like she had been crying. “Oh dear, Twilight! What‘s wrong?” said Fluttershy, trying to sound calming. 

“Rarity! Rainbow! Shadow! Pinkie! Gone! All gone. Sweetie mind eaten!” The two ponies could not make any sense of Twilight’s incoherent babbling. 

Applejack put a hoof on Twilight’s shoulder and pulled her in for a calming hug. “Slow down, sugarcube”, said Applejack in her most calming tone, as she patted Twilight on the back. “What’s got a spur in yer side?”

The Doctor, Zoe, and Jamie were close behind. Fluttershy spotted them running up the path, and let out and uncomfortable squeak as she backed away. 

Twilight took a step back from Applejack‘s comforting embrace, and took a deep breath. “Rarity, Rainbow Dash, and Pinkie Pie have disappeared. We saw some sort of shadow thing take Rainbow Dash and disappear! That thing took Sweetie Belle’s mind too”

“Shadow? Took her mind? What in the hay are you talking about?” Applejack was genuinely confused. Just then she spotted The Doctor and his companions as they caught up to Twilight. “You must be we” said Applejack. 

“Well, I’m The Doctor. This is Zoe and Jamie. How do you do.” His tone was polite and calm. He gave Fluttershy and Applejack quick bow of introduction, before his tone changed in an instant to one of nervous urgency. “There is quite an serious matter! A number of your friends have disappeared! One of your friends. The flying one. What’s her name…”

“Rainbow Dash” Zoe chimed in. The Doctor’s problem with urgency was that his mouth never could coordinate with his mind. Luckily, Zoe’s photographic memory was always at the ready. 

“Yes, thank you Zoe.” said The Doctor calmly, before switching back to a more forceful tone. “Some sort of entity captured her! She just vanished!” 

“Oh my!” Fluttershy was shocked and frightened. She wanted to help find her friends, but her instinct told her the best course of action was to run home, hide, and hope for the best. “Well we did see Rainbow flying around earlier today” she muttered.

“And Sweetie Belle!” Twilight shouted, having regained her composure. “Whatever it was did something to Sweetie Belle. Spike is with her now." Twilight made the startling realization that if whatever took her friends was not after the rest of them, it might go back for Sweetie Belle and Spike. “Oh no! Spike! We have to get to Rarity’s as fast as possible”

Fluttershy was trying to slink away quietly, but Applejack spotted her. She let out a soft yelp as Applejack grabbed her by the tail. “You best be comin’ with us, Fluttershy. If Twilight’s right and there is somethin’ stealin’ pony folk, then we oughta stick together.” Fluttershy gulped nervously as she and Applejack set off after Twilight and her strange looking two-legged friends. 

Twilight slammed open the door at Rarity’s boutique, startling Spike as he sat with the catatonic Sweetie Belle in the back room. “Spike?” Twilight called out. 

“Right here!," Spike shouted as he ran out to greet the group. “Any news on what’s happened?” asked the dragon, relieved that he was once again in the company of friends. 

“It’s a bigger problem than we thought." said Twilight. “It seems that ponies all over town have gone missing. Pinkie is missing too, and we saw Rainbow Dash get taken by some kind of flying shadow!” The fear was apparent in her voice. 

“Indeed," The Doctor said thoughtfully as he pulled out his flute-like instrument. “They’re all connected, you see. I’m sure of it. The same creature that took the younger one’s mind has taken your friends.” 

The Doctor began to pace around the room, and played ’Three Blind Mice’ slightly off key.  

“What’s that you got there?” asked Applejack. 

“Oh, this is my recorder. It helps me think while I play," and The Doctor continued his rendition as the rest of the group went to check on Sweetie Belle. 

Fluttershy winced as she saw Sweetie Belle. She knew whatever did this was powerful, dangerous, and scary. She turned to Twilight. “Can we move her? Maybe get her to a safe place?” 

“I don’t know," said Twilight,  “but we might have to. No telling what might happen if we leave her alone." 

The Doctor stopped playing and turned to Twilight “Is there some sort of information repository near here? Like a library, or a central brain control?”

“Spike and I live in the library," said Twilight as she tried to think what book might have information on strange pony-stealing shadows. 

“We must get there quickly, and try to prevent any more of your friends getting hurt." The Doctor said in a serious tone. 

“Right!” said Twilight. She turned to the others in the group, who were still circled around the catatonic Sweetie Belle. “Applejack! You and Jamie bring Sweetie Belle out front. Fluttershy and Zoe, you look for a cart to put Sweetie Belle in. Spike, Doctor, we will head to the library. The rest of you meet us there. We can’t afford to be alone, or else we won’t stand a chance if that thing attacks again." 

“A…and what if whatever it is does come back?” asked Fluttershy in a hushed and terrified voice. 

“We better hope it dinna, else we get took. That shadow’s quick as a shot." said Jamie. Jamie and Applejack gently picked up Sweetie Belle and carried her to the front, as Zoe and Fluttershy went off to find a cart. Twilight picked up Spike and tossed him on her back as she dashed out the door, with The Doctor close behind.

> Chapter 6
> --------------------------------------------------------------------------

Twilight asked The Doctor, as both of them ran, “What are you looking for at the library?” 

She knew the library and its contents inside and out. If there is anything they needed to know, she could find it quickly.

“I need to know more about this world," The Doctor said as he struggled to keep up with the faster unicorn. “There is something I’m missing. Something I don’t quite grasp. Such as why it’s doing this, and how it could just disappear." 

“It’s probably just magic," said Twilight. 

“Magic?” The Doctor asked. He was mildly surprised by the notion, but more surprised that he had not thought of it. In hindsight, it seemed fairly obvious that magic would be an integral part of a world populated with unicorns and dragons.

“The first thing we need to do then, is find out what it is" The Doctor said, breathing heavily as he tried to keep up with Twilight. “Then we can then deduce where it’s keeping your friends. From what I’ve observed, it appears to have a plan and it looks to be targeting specific individuals. Make no mistake, it’s intelligent and it’s planning something." 

Twilight felt both relieved and unnerved by The Doctor’s last comment. She was relieved by the thought that her friends were safe somewhere, but knew the clock was ticking to rescue them. 

She flung the door to the library wide open. Spike hopped off Twilight’s back and ran to the bookshelves, ready to assist anyway he could. The Doctor was close behind. He pulled out the handkerchief from his coat pocket and dabbed his forehead with it. “Alright then!” The Doctor exclaimed, quickly composing himself. He crouched to Twilight’s eye level.

“These creatures. Have you seen any others like them? Any sorts of magical beings that are not unicorns?” 

Twilight thought for a moment. “Most of those creatures live in the Everfree Forest. But it’s really big, and really dangerous. There’s no telling where they could be, and it’s too big and too risky to search."

“Hmm” murmured The Doctor. “I suppose you’re right." He pulled out his recorder and began to tap the bottom end on his chin. He stared intently as he considered the problem.

“Aha!” he exclaimed. Twilight and Spike were both startled by The Doctor’s yell. 

“What? What is it” “I know what it is, my dear girl!." He grabbed Twilight’s cheeks and scrunched her face with his hands. “I know that I’m missing something obvious!” 

Twilight was annoyed at the enthusiasm in his voice, as she pushed The Doctor’s hands away from her face. The Doctor did not notice Twilight’s mood as he wandered away from her. His mind was busy racing, trying to figure out what he needed.

“Spike! Why don’t you get me all the books you can about magical creatures in that forest.” said The Doctor as he patted Spike’s head. The Doctor paced back and forth in the library. He knew the reason he did not see what he thought should have been obvious was that he did not understand the planet. 

Twilight stopped him in mid-stride. “I don’t even know if we will find what that thing is. I’ve never seen anything like it.” 

“H-here you go” stuttered Spike as he carried a towering stack of books for The Doctor.

The door slammed open. Jamie and Zoe rushed into the room, followed closely behind by Applejack. Applejack towed Sweetie Belle and Fluttershy in the cart. Both of them had the same catatonic expression. 

“Oh no!” exclaimed Twilight, as Jamie slammed the door shut. “Not Fluttershy too!” 

“Fluttershy’s fine” said Applejack in a curt tone. “She froze up when that shadow thing showed itself and snatched up Mayor Mare." Her voice lowered and sounded more worried. “Whatever that thing is, it’s some quick. We ain’t gonna catch it, if that’s your plan." 

“And we’re nay gonna follow a creature that can disappear neither” said Jamie as he leaned against the door. He tried to stand up straight, only to smack his head on the ceiling in the alcove. ‘It figures’, he thought to himself as he rubbed his head. ‘The Doctor was probably searching for a planet that everyone was shorter than him’. 

The Doctor took some books from Spike’s heap, and started handing them out. “Alright. Zoe, Twilight. We should look through these as quick as we can. Jamie, Applejack. You two try to bring Fluttershy back around and devise a way to defend if the creature comes after us.” 

He immediately sat down on the floor and quickly leafed through a book. The others got to work on their assigned tasks, as The Doctor instructed. 

“What’s the best way to revive one of these?” Jamie asked Applejack as both of them stared at the stunned Fluttershy, lying hooves-up in the cart. Applejack looked at Fluttershy closely, and stroked her chin as she analysed the situation. She gently poked the stunned pegasus on the nose, and Fluttershy awoke with a squeak.

“What happened?” she asked, in a mild daze. 

“Ye passed out after that creature turned up again," said Jamie. Fluttershy hid her face behind her pink mane and let out a soft whimper when she saw Jamie. 

“Calm yerself, Fluttershy. Jamie ain’t gonna hurt ya.” Applejack said reassuringly as she pushed the hair away from Fluttershy’s face. 

Fluttershy shut her eyes. She dearly hoped that if she could not see what frightened her then they could not see her. 

“Now now, sugarcube” said Applejack in her most comforting tone. “We got work to do, and if we’re gonna be safe, we’re gonna need your help." 

Fluttershy opened her eye a crack and started to sit up. She was still scared of Jamie, but she was more afraid of the monster that kidnapped her friends. She looked down, intentionally avoiding the looks of Applejack or Jamie. Applejack helped her out of the cart and gestured for Jamie to back away. The best hope to get Fluttershy to be comfortable was for Jamie to seem less imposing.  

“A…alright” mumbled Fluttershy. She trusted Applejack, but still could not bring herself to look at the human. 

Applejack looked around at all the windows in the library. “I reckon the first thing we ought to do is secure all these windows.”
> Chapter 7
> --------------------------------------------------------------------------

Hours passed as The Doctor, Twilight, and Zoe read through the books and looked for a creature that could possibly match the monster that they saw take Rainbow Dash. Spike rushed back and forth taking books back and forth from the studious trio, supplying them with new material.

“Twilight Sparkle my dear, this is fascinating!” The Doctor said as he finished another book. 

Zoe nodded in agreement, “Creatures that we regard as fictitious on my world seem to be real in yours." 

“What do you mean?” asked Twilight, as she peered up from her book. 

“What I mean is," said Zoe as she opened another book and talked as she read, “creatures that are considered as legendary, like the gryphon or manticore, are as real as the trees or birds here." She giggled “Even you and your friends. Unicorns, pegasi, and dragons are considered fantasy." 

Twilight wanted to ask Zoe more about her world, but she furrowed her brow in determination and got back to searching the book set in front of her.

About an hour later, Twilight was starting to dose. She woke with a start as Zoe yelled out “Twilight! Doctor! I think I found it!” Twilight took the book from Zoe and looked at the entry. Jamie, Fluttershy, and Applejack rushed dropped their work nailing and barricading the windows and doors in the library, and Spike dropped the books he was carrying and ran over. 

The group of them crowded behind Twilight as they looked at the book. Twilight struggled to pronounce the name. “Skay-dug-en-gah?” she said, a bit perplexed by the name. “Sceadugenga! Of course!” The Doctor exclaimed. “The shadow goer!”

Applejack was perplexed. She turned to The Doctor. “The skattawhat-now?” 

“It’s a shadow-creature. A shape shifter from old English legend on Earth," The Doctor said as he clasped his hands together.

Twilight read out the entry in the book “Sceadugenga: A shadow-beast that is neither living nor dead. They are shape shifters that dwell deep in the forest. They are known to sometimes take the form of children, and feed off the love and affection when taken in by a family." 

A silence fell over the group as they considered the description. Jamie blurted out “What sorta demon beastie is that?” The Doctor began to pace around the room again. “But why would they start taking ponies?” he muttered to himself. 

Twilight stopped The Doctor again. “Doctor. Slow down. What’s going on? What do you know about this thing?” 

“Well my dear Twilight. Sceadugenga is known to feed off love and affection. It says so in your book. What I am trying to understand is why it’s taking ponies. It has no reason to instill fear. It has no reason to kidnap. So why would it, hmm?” The Doctor punctuated his last question by tapping Twilight’s nose with the end of his recorder, and resumed pacing around the room. 

A loud bang came at the door, causing everyone to jump. “What on earth could that be?” asked Zoe. 

“C-c-could it be that monster?” stuttered Fluttershy as she cowered behind Applejack. The banging continued at the door, this time louder and more fervent. Twilight slowly moved to the window to see what was making the noise. 

The Doctor felt the same presence he had at the boutique and the bakery. He threw his arms up and shouted “Don’t do it! Stay away from that window!” 

Before Twilight reached the window, she heard the sound of breaking glass. 

A black formless mass seeped into the room from the shattered window of the observatory. The Sceadugenga had no features, and moved silently through the room. It slowly cast its way over to the group as they started to back away and crowd near the front door. The group struggled to clear the barricade from the door as the shadow drew closer.

Jamie drew his dagger as the pitch black mass lunged toward the group. He threw himself at the creature, shouting his clan battle cry at the top of his lungs “CRAIG AN TUIRE!” The black mass hit him with full force and repelled him back at the rest of the group, who were still struggling to open the door.

The shadow enveloped them all, and began to compress around them. “We have to break loose!” shouted Zoe. 

The Sceadugenga collapsed in on itself, pushing the group together. Applejack tried to kick at the shadow closing in, but she was pressed in too tight. Jamie stabbed and slashed at it, but it did no damage whatsoever. They struggled as best they could until the force of their bodies being squeezed together became too much to bear. One by one, they succumbed to the pressure of the creature pushing on them and lost consciousness.
> Chapter 8
> --------------------------------------------------------------------------

The Doctor was the first to reawaken. He looked around at the opaque blackness that surrounded him. He could not see anyone near him, nor could he hear anyone breathing.

“Hello?” he called out. 

He groped around in the blackness on his hands and knees, looking for anything that might aid him. He fiddled in his pockets and pulled out his small flash light. He shone it around the room, but the darkness seemed to absorb the light. He tucked the flashlight back into his pocket and began to crawl. He groped his way around the darkness when he felt something. He grabbed it with both hands. It felt like a rough leather. He continued to prod at it, feeling what he thought was a nose, and a fang.

“Oh my word!” The Doctor gasped, realizing what he’d found. “I’m so sorry, Spike." He patted the unresponsive dragon on the head and continued to look for the others. The fact that he found Spike reassured him that the others should be close by. 

He continued to crawl around, searching for the rest of the group, when he heard a voice in his mind “I’ve been expecting you, Doctor."

The Doctor looked around for what was speaking to him, but could not see anything more than the darkness around him. He talked to the voice as he continued to search for his friends.

“Who are you?” The Doctor shouted.

“Don’t play dumb with me, Doctor!” snapped the voice. “I can see into your mind. I know everything about you."

The Doctor felt movement around him. He knew he was being watched by the creature. He stood up and carefully dragged and swung his feet around as he walked, still searching for the ponies and his companions. 

“Sceadungenga, I presume.”

“The very same” said the voice, in a smug tone. “And I know you, Doctor. You are from so far away, with such a knack for cunning and deception. Do your companions know why you travel with them? Why you've taken them to wander time and space with you?”  The Doctor ignored the question as a feeble and well worn attempt to intimidate him. He continued to walk around in the darkness, and soon tapped his foot on a body. He could not tell who it was, but it certainly was human. 

“You say that you’ve been expecting me. How do you know who I am?” asked The Doctor. He tried to keep his mind on as many disparate things as possible, in order to disguise his true thoughts; cheese, Cybermen, the smell of burning rubber, the offside rule, anything that would distract the creature from seeing The Doctor’s true thoughts. 

“I’ve never visited this world before. Did you bring us here?” The Doctor bent down and felt the stiletto of Zoe’s shoe. He made a mental note of his movement and reminded himself of Spike’s location.

“I felt your presence since you landed on this world” said the voice. “I was already well into my task before your arrival. You were merely among the first to discover it.”

“But why take ponies?” shouted The Doctor. “Your kind will only interact if you want to feed on love. Why would you take them? And why in such an obvious manner? Surely inspiring fear defeats your purpose” 

The sound of laughter filled The Doctor’s mind, but it still seemed to echo around the room. “Oh Doctor. You assume that feeding is my purpose!” 

He realized that if Sceadungenga was looking into his mind, he could look into its mind if he concentrated. As he closed his eyes and tried to focus his mind on the creature, he heard a voice in the darkness. 

“Spike? Applejack? Doctor?” 

The Doctor was relieved to hear Twilight's voice. “Twilight! Over here!” The Doctor called out.

The Doctor could hear the others starting to stir. He took a step back, and stumbled on an outstretched leg behind him. He fell backwards and felt around him. The Doctor grabbed onto an object. It was a stiff fabric, but he could not quite place it. It felt like a small cloth bowl with a very wide brim. 

“Doctor!” the voice snapped in his mind. He was startled by the voice and dropped whatever it was that he held. 

The Doctor stood up and dusted himself off. “Right then. Where were we? Oh yes. You are not taking the ponies for any sort of sustenance. Then why are you taking them?” 

Sceadungenga swirled around each member of the party. It picked each one of them up, and set them on their feet. 

“For justice, Doctor!” The voice in The Doctor’s head grew louder. “For equality in this land of Equestria. The roll of the cosmic dice has given me such great power… but it has also denied me the most basic of things”

“Such as what?” asked The Doctor, in a concerned and suspicious tone. 

“A VOICE!” yelled the creature in The Doctor’s mind. The blackness was suddenly lifted from around the group. They all looked around as a gust of cold, damp air hit them. Sceadungenga floated in front of them, appearing as the flying shadow that pursued Rainbow Dash earlier in the day.

They stood in a cave. Fire flickered and cast a red glow over small cages that lined the walls. Dozens of ponies were penned in small cages, suspended off the ground by chains. Most of the ponies lay motionless in the cages. They did not look big enough to stand up in. Some of the prisoners looked like they had been there for days, perhaps weeks. On the ground lay tables with chemistry equipment. Solutions and chemicals bubbled and fizzed away. Dried out and half eaten carrots and lettuce littered the floor. At the far side was a long hallway, with a large set of doors at it’s end. The Doctor nodded at Jamie and Twilight and gestured toward the door. It looked like the only exit, and he was determined to delay their captor long enough until everyone was able to run.

“Now do you see?” said the voice in an exuberant tone. “I’ve been denied a physical voice. I can speak inside of your mind, but I cannot communicate with ponies. I can only do so with creatures like you, with a mind I can access, or with some woodland creatures.”

“Then why take the ponies? And what do you need me for?” The Doctor shouted. The fury in his voice was rising. He could not imagine what the Sceadungenga could have planned that could justify the cruelty he saw in the room. 

“I need you as the voice of my creation!” exclaimed Sceadungenga as the shadowy figure coiled itself around The Doctor like a snake. 

The Doctor was taken aback as the creature unfurled itself and hovered in the air once again. 

“What do you mean ‘voice’?” he demanded. 

Sceadungenga was only talking through The Doctor’s mind. The others stood and watched The Doctor shout and respond to what they saw as a silent entity. 

The shadow drew itself closer to The Doctor. One part of it hovered close to his face, and The Doctor could feel it staring at him. 

“It’s all part of the plan, Doctor.” The Doctor put his hand behind his back and made a slight gesture toward the door at the end of the hallway. Jamie spotted it and slowly snuck around to the others. 

“You keep on saying ‘the plan’. What is your plan for these ponies?” The Doctor asked. He was working doubly hard to scramble this thoughts and make them hard for the Sceadungenga to read. 

“Oh it’s not my plan exclusively," said the creature as it flew up and seeped through the cages containing the imprisoned ponies. Twilight Sparkle strained to look at the cages. She could not see Rarity, Rainbow Dash, or Pinkie Pie in any of them. Sceadungenga continued, “The plan is the inspiration of my master.” 

The shadow swirled among the cages, gloating triumphantly as it admired his handiwork. It was so engaged in his triumph, that he did not see Jamie and Twilight Sparkle starting to lead the group down the hallway.

“We will construct our own Alicorn. It will be as powerful as Celestia when we are complete. It will have the magical abilities of a unicorn, the power of an Earth pony, and the dexterity and energy of a Pegasus. When we place your mind in its body, it will have the power to dethrone Celestia! And the creatures of the forest shall rule!”

“Why that’s monstrous!” shouted The Doctor. “You can’t butcher innocent ponies! And I defy you to control my mind in that body!” 

Sceadugenga was about to respond when he realized that The Doctor had not spoken out loud, The Doctor had completed the psychic link and was speaking to the creature with his mind. It spun around, and discovered that his audience had disappeared. It descended to the ground level and swirled around, surveying the area it had brought them. It felt The Doctor’s presence rushing down the large hallway. 

“You cannot escape your fate, Doctor” hissed the entity as it pursued the group. 

“RUN!” yelled The Doctor at the top of his lungs, as he looked over his shoulder. The shadow was in the distance, but closing the gap alarmingly quickly. The group, led by Twilight and Jamie, charged toward a pair of large ornate cathedral doors, painted a bright red. The brass hinges, and ornate brass decorations glinted and sparkled as it caught the light from the torches that lined the cavernous stone hallway.

Spike was starting to fall behind the pack. He pushed his stout legs as fast as they could go. The Doctor saw that the small dragon was lagging behind. He scooped up Spike in mid-stride and tucked him under his arm like a rugby ball and pushed for the goal. 

The shadow continued to close the gap on the group. Applejack charged forward and threw her body at the doors. The doors violently swung open as the orange pony crashed into them. Twilight and the others rushed inside behind her.

The others watched as the black mass gained on The Doctor and Spike.

“DOCTOR!” yelled Zoe. 

“SPIKE!” yelled Twilight. 

The shadow looked to be within striking distance of the two. The Doctor threw Spike directly at Twilight, who stood in the doorway. Spike hit Twilight with full force and both of them tumbled backward. The Doctor lunged himself forward, with the shadow at his heels. The Doctor crashed to the ground and rolled into the room, as Jamie and Zoe slammed the door shut.
> Chapter 9
> --------------------------------------------------------------------------

The air was damp and moist. The room was dark, except for a dim orange glow in the distance. “Ah heck!” said Applejack, as she tossed her hat into the dirt in frustration. “I think we went deeper into the cave!” 

“Couldn’t be!” protested Jamie. “This was the only entrance there was." 

Twilight pushed Spike off of her and and dusted herself off. She was glad that everyone was all right, but did not appreciate having her assistant thrown at her like a harpoon. Spike got up and stumbled around in a mild daze, before leaning himself against Zoe. 

Twilight picked up her assistant and set him on her back once again. “That could be the way out," she said to Applejack and Jamie.

Fluttershy let out a quiet whimper as the group gathered itself to set out toward the light at the end of the tunnel. “Let’s get a move on. We don’t want that thing catching up on us in the dark” Applejack said, as she led the way through the dimly lit tunnel. 

Jamie followed close behind with his trusty dagger at the ready. The Doctor hung back with Fluttershy, in case they needed to flee once more. He dug through his pockets, looking for his flashlight. “Oh dear” he muttered in a disappointed tone. He pulled out shattered pieces of glass and plastic that once was his trusty pocket flashlight. 

They were all quiet as they walked through the cave. The silence was only broken by the noise of dripping water. “Twilight,” The Doctor whispered as they made their way through the cavern, “what exactly is a Celestia?”

She was initially surprised by the question, but reminded herself that The Doctor had only arrived on their world a few hours ago. “Celestia is the ruler of Equestria. She is responsible for raising the sun, and is my mentor. She is the most powerful princess in all of Equestria." 

“I see," said The Doctor in a low voice. “it seems that shadow wants to overthrow her, and needs an Alicorn to do it. That’s why he’s kidnapping ponies.” Twilight was confused. “How would kidnapping ponies let him do that?”

The Doctor paused. He did not want to alarm Twilight, and prompt her to rush off alone. But he did not want to keep it a secret. “Well," he began, “the creature linked with my mind. It told me that the plan was to take parts of different species and combine them into one."  

Twilight was stunned by what The Doctor had said. She shut her eyes and shook her head, trying to rid herself of gruesome visions of her friends sewn together into a Frankenpony. For the first time since the ordeal began, Twilight Sparkle feared for her own safety. 

As they approached the orange glow at the end of the tunnel, they could hear the sounds of breathing. It was heavy breathing, like a pony in deep sleep. The sound seemed like it was coming from the walls, but Twilight could not see anything. She concentrated hard, and conjured a bright purple light from her horn. The walls were a dark stone, and  water trickled down the walls from the ceiling to the floor. Drips of water sparkled as they caught the light from Twilight’s horn. They could clearly see the orange glow ahead of them, coming from the entrance to another chamber.

Jamie crouched down at one side of the opening, and Applejack covered the other side. Jamie held his dagger close to his chest, ready to strike if anything attacked. Both of them carefully peered around the corner, and turned away quickly. They both seemed disturbed by what they saw.

“What is it?” whispered Twilight. 

Applejack shook her head. “You best look for yourself. You ain’t gonna like it." 

She and The Doctor both crouched down to look at what had frightened the other two. Twilight let out a slight gasp before covering her mouth. 

Stacks of small, cramped cages lined the room. This room was smaller than the one they had just fled. The Doctor thought to himself that it looked about the size of the control room in the TARDIS. Twilight’s attention was focused on a limp, light blue wing protruding from a cage on the other side of the room.

The room was silent except for the sound of sleeping ponies, and crackling of fire from the torches that lined the room. Jamie entered first. He was crouched down with his dagger ready in his hand. He carefully scanned the room for movement, and wondered to himself how useful the dagger might do if Sceadungenga returned.

He gestured for the others to follow, but did not let down his guard. Twilight and Applejack rushed to the cage that caught their attention. Rainbow Dash lay on her side, with a small puddle of saliva under her chin. Her chest slowly moved up and down. They were relieved that her friend was alive and unharmed. 

Applejack looked at the cage, looking for a latch to get Rainbow Dash out. “I can’t see no way to get her out of there”, she whispered to Twilight. 

“Shoot!” muttered Twilight. “Then we should find Pinkie and Rarity, and try to get them out of here”. Twilight gestured for the others to follow her and look for her other friends.

“Is Pinkie Pie the pink one?” Jamie asked Twilight.

Twilight was partially stunned by the question. “Y-yes” she stuttered, as if the question itself diffused the tension and fear she felt at that moment.

“Is that her then?” He pointed at a cage a few rows down from Rainbow Dash. 

Twilight immediately saw it was Pinkie Pie. She had a bruise on her face, but seemed otherwise uninjured.

“Pinkie!” Twilight whispered as loud as she could. There was no response from the pink pony, and no sign of Rarity.

A voice came echoing through the small room. “I trust you’ve found everything you were looking for?” Twilight froze. She immediately recognized the voice as Sweetie Belle’s.

> Chapter 10
> --------------------------------------------------------------------------

Sweetie Belle’s voice echoed around the small room. Twilight and the others could hear an unusual malevolence in the voice. 

“I should have known you would come”, the voice sneered. “Although I am surprised you brought Fluttershy this far”. 

The yellow pegasus was filled with terror. She slowly backed toward the entrance, hoping to make a quiet escape. But she immediately froze as she bumped into Zoe. 

The Doctor and Twilight looked around, trying to see where the voice was coming from. 

Twilight called out “Who are you?”

The voice giggled. “You know me Twilight. Don’t you recognize me?”

“I know you took Sweetie Belle’s voice! I know you’ve hurt my friends! I know you are dangerous, and I know you must be stopped!” shouted Twilight as she stamped her hoof on the ground.

“Oh Twilight” said the voice in a sweet tone. “You know so much about me. But you don’t know me. You don’t know why I am doing this”. 

“But I do!” said The Doctor. “I know your plan is to overthrow Princess Celestia and the natural order of Equestria! I know you and your shadow friend have a monstrous scheme to butcher ponies in order to achieve your goal. What I don’t understand is why you stole that voice.”

“I needed a voice, Doctor. I will not be relegated to speaking through minds like the shadow. I need a voice to rule Equestria!”

A small shape emerged from the far corner of the room. A small white rabbit hopped out from the shadows. Fluttershy jumped up and scooped up the rabbit. “How did you get all the way in here, Angel bunny? Did that mean old monster take you away too?”

“Not exactly” said Sweetie Belle’s voice. Fluttershy looked down in horror as she realized the voice was coming from Angel.

“Oh no!” exclaimed Fluttershy. “Wha-what happened to you?” She carefully set Angel down and slowly backed away from the rabbit. 

“You see, this whole project was my invention.” he said in a calm, cool voice as he gestured at the cages. “I, more than any other creature have suffered from my lack of a voice. I’ve especially suffered under your overbearing, matriarchal tyranny.” He grit his teeth and sneered at Fluttershy, who cowered before her once beloved bunny.

“But why take Sweetie Belle’s mind?” demanded Twilight.

“I needed a voice, any voice. This is the one the monster brought me, so this will suffice.”

The Doctor stepped between Angel and Fluttershy and crouched down to the rabbit‘s eye level. “So why would you want so many ponies? And how could you have gone unnoticed all this time?”

“It’s very simple Doctor”, said Angel. “I need strong ponies that would survive the procedure. They were taken from all over Equestria, not just Ponyville”. 

“I see”, murmured The Doctor. “That’s why Sweetie Belle’s body was left, and why the children in the nursery were unharmed”. 

Angel hopped closer to The Doctor and stared directly into his eyes, “With your mind inside of our Alicorn, we will be victorious! No one will be able to stand against my power as I rule Equestria!”

“Enough!” yelled Fluttershy as she stood up. She had a stern look on her face and her wings were outstretched. 

She pushed The Doctor out of the way and started to march toward Angel bunny. Angel backed away from Fluttershy as she determinedly walked forward. “You kidnap my friends, want to hack them up, threaten Princess Celestia, and call ME overbearing?” 

She stared hard at Angel, with a look of determined anger on her face. “I DON’T THINK SO!”

Angel jumped up and slapped Fluttershy across the cheek. The stern look disappeared from her face. She stood stunned at what had occurred.

“You never could rein me in terribly well with that stare of yours. Now that I have a voice, nothing will.”

Angel hopped away from Fluttershy and back toward The Doctor and Twilight.

“So you see Doctor”, Angel said in a calm voice, “you do not have any say in this. You will follow my commands, I will rule Equestria, and that will be the end of it.”

“And what of Sceadugenga? How does it benefit from your arrangement?” asked The Doctor as he carefully watched the rabbit.

Angel’s giggle in Sweetie Belle’s voice was chilling. “Oh Doctor, it is just a pawn, no different than the ponies in these cages. My goal is conquest. It had abilities I needed, and I had the vision”.

“And now you have a voice as well”, The Doctor furrowed his brow, “but what of the voice Sceadugenga desires?”

“Oh Doctor,” said Angel in a sarcastic tone as he stood back on his haunches and put his front paws on his hips, “as long as it is motivated to do my bidding, there is no reason for me to grant it anything. I am destined to be the most powerful being in Equestria, and Sceadugenga‘s desire for a voice is simply a means to an end.”

Angel hopped on top of one of the cages containing a motionless pony. “Now Doctor, you will obey, I will succeed, and you are powerless to stop me.”

As Angel was speaking, a dark form started to grow behind him. Jamie, Zoe, and the ponies backed up slowly as the mass grew. The Doctor kept his eyes fixed on the gloating rabbit.

“You lied to me”, said the shadow as it started to encircle Angel.

The bunny was indignant. “Your role is to serve me, not question me! It is my vision that has seen us this far! If it were not for my guidance, you would still be alone in the forest, pining for a voice.”

Sceadugenga coiled itself around Angel and lifted him off the ground.

“I am still psychically linked to The Doctor. I know you never intended to give me what I sought.”

Angel stuttered “B-but, our goals! Your goals! They are nearly complete!”

“But they’re wrong” said the shadow as it spread itself out, encompassing everyone and all the cages.
> Chapter 11
> --------------------------------------------------------------------------

The Doctor was first to awaken. He rubbed his eyes and squinted hard as he tried to focus. He could not see exactly where he was. 

“I’ve returned you to where I found you” said a voice in The Doctor’s mind. It was Sceadugenga, and he sounded calmer and more contrite than the voice he heard in the cave. 

“The library…” The Doctor muttered as he regained his focus. 

He stood up and looked around. His companions, Twilight, Spike, and the rest of her friends were there as well. Three other ponies The Doctor did not know lay in a corner along with Sweetie Belle. He suspected the blue pegasus and pink earth pony were the same ones they had found in the cages.

The Doctor turned to the shadow hovering above him. “What of my friends? Will they be all right?” 

“Those who I took along with you into the cave should be awakening momentarily. As for the others, they should be well in a few days”. Sceadugenga’s tone was indifferent, as if he had plenty of experience and kidnapping had become routine.

“What of the others you’ve hurt? And your rabbit master?” The Doctor asked, as he knelt down to check on Zoe and Jamie, who remained motionless.

“I have restored Sweetie Belle’s voice. She will recover as the others will. The rest of those that were taken have been returned to their own towns and villages. They will all recover in due time, none the wiser for their ordeal”. 

The shadow swirled around the room in silence. The Doctor tried to nudge Twilight awake. He waited until she started to stir. He turned and stared intently at Sceadugenga. “And what of your master? What has become of Angel?” His tone was stern and forceful. 

Sceadugenga drifted closer to The Doctor. “You’re wondering if I’ve exacted vengeance for his deception”.

“And you’re avoiding the question”, The Doctor snapped back.

The shadow laughed. “Yes Doctor, I am. But the truth is, I’ve stripped him of the stolen voice. I’ve also learned a valuable lesson about trust.”

“Where are we?” asked Twilight groggily. The Doctor lifted Twilight onto her feet as the others began to awaken.

“We’re back at the library, my dear”, said The Doctor, “everyone is safe and accounted for.”

“What is THAT doing here?” shouted Twilight when she saw the large black mass hovering above them in the room. 

“Now now dear, calm down”, said The Doctor as he patted Twilight on the head. “It’s not a threat anymore.”

Twilight eyed Sceadugenga with a mixture of suspicion and contempt. 

The Doctor stood up and adjusted his coat. He turned to Sceadugenga, “now, where were we? Ah yes. Where is your former master? Where is Angel?”

The mention of the name caused Fluttershy to jolt awake. “Oh my goodness! Oh my goodness!” she said to herself as she started to run around frantically, looking for her pet.

“The rabbit is imprisoned on the upper level” said Sceadugenga to The Doctor. 

The Doctor stopped Fluttershy in her tracks. “Fluttershy, Angel is upstairs”.  She knocked The Doctor over and did not notice the shadow creature as she rushed past. 

A few moments later, she walked down the stairs. She was carrying on her back a small cage of the same dimensions as the one ponies were trapped inside in the cave. Angel bunny struggled in the cage momentarily, before sitting down. He furrowed his brow and crossed his forelimbs in frustration. 

Fluttershy‘s tone was one of disappointment instead of anger. She knew her pet had orchestrated a horrible plan and was behind the entire ordeal, but she could not stay mad. “Oh Angel, I can’t leave you alone for a second, can I?”

The Doctor smiled at the sight. He was glad the bunny would be given another chance. For all the evil in his plan, The Doctor was as impressed by the ambition of it as he was horrified by its audacity.

“So, what will you do now?” asked The Doctor as he turned back to Sceadugenga. The creature was gone. The Doctor closed his eyes and asked again within his mind. “What will you do now, shadow goer?”

“Return to the forest”, the creature said wistfully within The Doctor’s mind. “I had deliberately starved myself to further the plan. You were right when you said I feed off love and affection. My actions only inspired fear. My priority now is to feed. Farewell Doctor.”

The Doctor opened his eyes and looked around. The others were now awake and surrounded Rainbow Dash, Rarity, and Pinkie Pie, who remained unconscious. 

“Doctor?” asked Jamie. “Do we go after the creature now?”

Applejack turned around. “I second that. That varmint ain’t gonna get away with this!”

“Now now my dear Applejack” said The Doctor. “You’re not going to catch it. It’s gone back to the woods, and has abandoned any machinations of conquest.”

Applejack cocked her head to one side and raised an eyebrow. “Say what now?”  She looked at Jamie for an explanation, but he just shrugged his shoulders. 

“What he means is”, said Zoe, “he has given up the idea of taking over Equestria, and has gone back to his normal life”. 

“Oh all right” said Applejack, who was still a bit sceptical about trusting the shadow to keep it’s word. 

“And what about our friends?” Twilight asked The Doctor, gesturing toward the four unconscious ponies.

“They will be fine in a few days, and will not have any memory of their time in captivity.” He patted Twilight on the head. “Everything will be fine, my dear. As for Zoe, Jamie, and I. We had better make our exit as well.”

Twilight, Spike, and Applejack followed The Doctor, Zoe, and Jamie back to the TARDIS. Fluttershy opted to stay back at the library and take care of the others. 

The road was pitch black and the town was silent. “It must be the middle of the night”, yawned Spike as he sat on Twilight’s back, before falling asleep. 

The Doctor rummaged through his pockets, and realized that his flashlight had broken in the cave.

“I got this one” said Twilight confidently as she cast an illumination spell. Her horn started to glow a bright purple and lit the path ahead.

“Are you sure the creature is gone for good?” asked Twilight. 

“Not for good. But you needn’t worry about it any more.” said The Doctor.. “It said that Angel’s plan was starving it. You see, it feeds on positive emotion. The fear it was causing to those it took was leaving it without a food source. Because Sceadugenga believed in the cause that Angel claimed to lead, he was deliberately starving itself.”

“So it will go back to feed like the legend says?” asked Zoe. 

“Precisely!” said The Doctor, triumphantly. 

“Woah there”, said Applejack, “how the heck is this thing gonna feed?”

“It’s all quite harmless”, said The Doctor as he took a deep breath, enjoying the cool night air. “What it does is -” 

Zoe launched her explanation, interrupting The Doctor mid-sentence. 

“The creature disguises itself as a child, or I suppose a foal, in the case of this world. It seeks out and is taken in by a kind family, and it feeds off the love that is shown toward the child.”

“Yes, quite” murmured The Doctor. He adjusted his coat and frowned grumpily. He did not enjoy being upstaged when trying to show off.

"I'm just glad everyone's going to be okay", said Twilight, turning back to her friends.

The group came to the clearing where she first met The Doctor. She smiled to herself when she saw the TARDIS. It  seemed to be that morning she met the strange two-legged creature and his friends. Just then it occurred to Twilight that she was not sure what day it was or how long they had been gone.

The Doctor walked to the door and unlocked the front door of the TARDIS. Applejack and Twilight peered inside, while Spike continued to snore. 

Jamie and Zoe shook Twilight’s and Applejack’s hooves before waving goodbye and disappearing inside the ship.

“That’s impossible!” gasped Twilight as she saw The Doctor’s companions inside the ship.

“My dear”, said The Doctor “that’s the least impossible thing about it”. He chuckled to himself and smiled. 

"How much room is there?" asked Twilight

“Why not come with us and find out?” said The Doctor. 

“W-what? Me?” Twilight was dumbfounded by the question. “What would I do?”

“You’d travel with Jamie, Zoe, and I. Explore the universe, mostly.”

“Go on!” said Applejack, nudging Twilight. “Yer always goin’ on about the stars. Now you get to see ‘em up close”

“I-I couldn’t” stuttered Twilight. “I have my studies, reports to the Princess, my friends, Spike. There is too much I need to do in Ponyville.”

“I completely understand”, said The Doctor. He shook Twilight’s and Applejack’s hoof goodbye, and patted the sleeping Spike on the head.

“Until next time, Twilight Sparkle!” yelled The Doctor as he shut the door to his blue box. 

Spike awoke as the wind picked up and the air filled with a mechanical wheezing noise. The noise grew louder and faster as the TARDIS slowly started to turn transparent and vanished completely. 

“I got to get goin’” said Applejack. “Glad everyone is safe. I best go back check on the farm. They’re probably worried sick about us.” 

Spike climbed on Applejack’s back. “I’m going to my nice warm bed now. Hey AJ, can you swing by the library again?”

Twilight did not hear a word they said. She wondered how she would explain what happened to Princess Celestia. She took a deep breath and looked up at the stars, and asked herself if she had made the right choice.