Doctor Whooves Episode 7: The Good, the Bad, and the Derpy

Chapters

Prologue
An Opal Reunion
The Living Water
The Forest at Night
Attack of the Timberwolves
The Reunion of the Friends
Dawn Breaks
Memories of the Future
Off Again

Prologue

Doctor Whooves: Episode 7
The Good, the Bad, and the Derpy

Prologue

Outside Sugar Cube Corner, Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

Derpy could feel her eyes becoming inverted as her mind processed what she had just heard the unicorn stallion before her say. Spike, Applejack, Pinkie Pie, Fluttershy, and Rarity were just as surprised as she was. Derpy had several questions buzzing around in her head but all she could manage to ask was, "What?"

"I'm the Doctor," replied the stallion. Derpy examined the unicorn with her eyes and shook her head.

"No you're not. The Doctor's an earth pony with a chestnut coat and a brown mane. You're a unicorn with a dark blue coat and a silver mane!"

"I know what I look like. I've had this body for at least three years now."

"Huh?"

"Look at my cutie mark. It's the same as your Doctor's."

Derpy looked at the hourglass cutie mark and nodded.

"They do have the same cutie mark," said Pinkie Pie with a shrug.

"But he can't be the Doctor! How can he be? We just saw him get gobbled by that giant doll a moment ago!" Rarity explained.

"If you want more proof then here it is," said the supposed Doctor. He reached into his suit and pulled out his Sonic Screwdriver. "Your Doctor's Sonic Screwdriver is right in front of you, right? Look at the two and compare them."

Derpy picked up the Doctor's Screwdriver and took the supposed Doctor's Screwdriver. They looked almost identical aside from the tips, the Doctor's was blue while the supposed Doctor's was red.

"They do look alike," Applejack admitted.

"But how can you be the Doctor?" Spike asked.

"Wait! I remember now. My past self hasn't explained any of this stuff to you yet has he?" asked the supposed Doctor.

"What stuff?" Derpy questioned as she handed the red Screwdriver back to the unicorn.

"I'm a Time Lord. If I'm injured enough or I live long enough my body is destroyed and it changes. I get a new body and a new voice, and sometimes a slightly different personality, but it's always me on the inside!"

"I think I remember the Doctor mumbling about something like that when he first arrived in Ponyville," said Spike.

"Exactly! This is my fifth pony body so far."

"So let me get this straight. You're a version of the Doctor from the future?" Derpy asked.

"Bingo, Ms. Hooves!"

"He certainly acts like the Doctor," said Spike.

"He gives off the same vibe as the Doctor," said Pinkie Pie.

"I don't know," Derpy breathed. The supposed Doctor approached Derpy and looked deep into her eyes.

"Look into my eyes, Derpy. If anypony can recognize me as the Doctor, it's you," he said. Derpy looked deep into the pair of indigo eyes before her. She saw much sadness but a lot of happiness. The eyes made her feel warm inside and they gave her the strength to press on and save the town she loved so dearly.

"It is you!"

"How can you be so sure, sugarcube?" Applejack asked.

"I don't know. I can see the Doctor inside of him. The Doctor we know."

"It's great that you can finally see me, Ditzy," said the supposed Doctor. Derpy gasped and so did the others for out of the supposed Doctor's mouth came the voice of the Doctor that they knew.

"It's him! It's the Doctor!" Fluttershy exclaimed.

"I'm so confused right now but I don't care!" Pinkie cheered happily.

"Why did you call her Ditzy?" Rarity asked. The Doctor cleared his throat and smiled. When he spoke, he was back to using his new voice.

"Did I say Ditzy? I'm sorry. I meant to say Derpy. I know so many ponies and people now that their names just jumble together!" the Doctor chuckled. Derpy was transfixed on the Doctor. She couldn't believe what he had called her. How did he know? How could he know? The Doctor brought Derpy close and whispered, "I know you have a lot of questions but, right now, I think we need to focus on saving your Doctor, Twilight, and Rainbow Dash as well as defeat Thalia and save Ponyville from certain destruction."

The Doctor drew his head back as Derpy asked, "You're going to save us, aren't you?"

"Of course, Derpy. I won't let you down!"

Derpy could sense some sadness hiding behind the future Doctor's eyes but she decided not to focus on it. The ground shook again and new cracks began forming in the protective barrier.

"It looks like that barrier isn't gonna hold out for much longer!" said Applejack.

"What do we do now, New Doctor?" asked Spike.

"New Doctor? Why does everypony call me that whenever I run into my past selves? Oh well," the New Doctor chuckled. He took a step back from Derpy and gripped his Sonic Screwdriver firmly in one of his hooves. "I'll tell you what we're gonna do, my fellow companions! We're gonna stop these dolls, save your friends and this town, and send Thalia back to the future!" Derpy was about to say something but the New Doctor continued. "We best be on our way then! My TARDIS, like your Doctor's TARDIS, has been sealed shut but Thalia's magic. We have a forest to trek through, some ruins to ruin, and my past self should be running into an old friend right about now!"

An Opal Reunion

Chapter 1: An Opal Reunion

Outside Zecora's House, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

The Doctor didn't like being in a small doll but being trapped in a doll the size of a house was surprisingly so much worse. The Doctor felt like he was in the middle of an earthquake and he wouldn't be surprised if some Vashta Nerada had hidden away in one of the dolls. This certainly wasn't part of the plan. He didn't even know where the doll was taking him. At least he knew that wherever the doll was taking him, that's where Twilight and Rainbow Dash would be. Sadly, Thalia would probably be there too. He began contemplating on the possible methods of torture Thalia had planned for him when the doll suddenly came to a halt. There was nothing but silence for several seconds. The Doctor waited patiently. That's when a burst of green light reverberated throughout the interior of the doll. The doll fell apart and the Doctor found himself rolling down onto a patch of grassy earth.

"Thank Celestia this still works after all these years," said a familiar yet unfamiliar voice. The Doctor opened his eyes to see an earth pony mare with a yellow coat, red-yellow mane, and smiley face/hammer cutie mark examining the remains of the giant doll with what looked like his Sonic Screwdriver. The mare turned to face the Doctor and smiled. "Doctor!" The mare ran forward and wrapped the Doctor in a bone-crushing hug. "It's been so long!"

The Doctor backed away as he examined the mare. He knew that he knew her. She looked so familiar.

"I take it that you're the one who saved me," he said.

"Of course."

"I know you from somewhere."

"Do you really forget your past companions that quickly?"

"Huh?"

The mare approached the Doctor and looked straight into his eyes.

"Wait a minute. Doctor, have you traveled with me before?"

"No."

"Of course! That's what you meant! I'm so stupid! I can't believe it took me thirteen years to understand what you told me!"

"You look so familiar. I've seen you somewhere before. It's on the tip of my tongue!"

The mare turned back to the Doctor and cleared her throat.

"We've met before, Doctor, at least I think we have if I have my history right. I'm Opal. Remember? Canterlot. Summer of 987. Shining Armor and Chrysalis."

"That's it! I remember! Look at you! All grown up and in your mid-thirties!"

"Thirty-four to be more specific and is there something wrong with that?"

"No! I just remember you being around Twilight's age the last time I saw you."

"Twilight Sparkle? How is she doing?!"

"Not so well. She's been captured by Thalia."

"Oh no."

"So you know Thalia?"

"Definitely! I've had plenty of encounters with her."

"It seems that you and I are going to have, or have had, a long history together."

"More than you realize, Doctor. We better go and rescue Twilight then. Ponyville didn't look so good when I passed by it."

Opal turned around and began trudging into the forest. The Doctor trotted after her.

"Wait. So how did you know where I was?" he asked.

"You told me the last time we saw each other. You told me the exact date and location of where to find you," she replied.

"How exactly did you defeat the doll anyway?"

"With this."

Opal then presented a Sonic Screwdriver that looked like the Doctor's aside from a green tip. She then placed it back in a satchel that was slung over her back.

"Let me guess. You got that from me also?"

"Bingo. Ah. I have such fond memories of our time together, Doctor. Medieval France, the Amber System, ancient Elmheim-"

"Best not to give me any spoilers about future events."

"Right. Sorry, Doctor. I keep forgetting that. Time's complicated."

"Tell me about it."

The two allies fell silent as they continued their trek into the forest.

"So did I happen to mention Twilight's location to you during our last meeting?" the Doctor asked. Opal stopped abruptly and sighed.

"Sadly, no. You didn't tell me that," she replied.

"Why not?"

"I don't know. Ask yourself! It doesn't matter when I run into you. You're always as stubborn as a mule!"

"Hey! I'm not that stubborn!"

"Wanna bet?"

"Yes!"

Suddenly, there was a rustling in the trees. Both the Doctor and Opal fell silent.

"What was that?" the Doctor asked.

"How am I supposed to know?!" Opal snapped.

"Haven't you been here before?!"

"No!"

"Great. I have a pony guide who doesn't know where the hell she it. I guess I'm screwed then."

Opal slapped the Doctor's leg hard which caused him to bite down on his lip.

"Okay...I may have deserved that," he groaned.

"You think?!" Opal whispered sternly. The rustling grew louder as the two ponies hid behind a nearby bush. Their eyes widened as out of the forest, there emerged two, ferocious manticores. "Okay...now we're screwed."

The Edge of Town, Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

Derpy eyed the New Doctor closely as he examined his Sonic Screwdriver with a sigh.

"Damn! Still needs time to recharge!" he mumbled to himself as he stored the Screwdriver away into one of his suit pockets.

"So what's the plan, New Doctor?" asked Applejack.

"Didn't I just recently explain it to you?"

"Well, to be honest, you were pretty vague," said Spike.

"Was I?"

"Yes," said Derpy, Spike, Applejack, Pinkie Pie, Fluttershy, and Rarity together.

"Alright! Alright! No need to gang up on me! Okay. I'll explain. The first part of our plan is to get through the army of living dolls."

The group stopped a few yards away from the edge of the protective barrier. Fluttershy's cottage was nearby and living dolls were pounding on the exterior of the barrier like rabid animals.

"They don't look too friendly," Fluttershy gulped.

"They look like a fashion disaster, that's what they are!" said Rarity.

"Same old Rarity and Fluttershy," the Doctor chuckled happily as he scanned the dolls with his Sonic Screwdriver.

"Are you going to take them out like you did earlier?" Derpy asked.

"It's not that simple. The Screwdriver needs to recharge after using abilities like that."

"Well you must have something to get those creeps away from us!" said Pinkie Pie. The New Doctor thought for a moment until a light bulb turned on inside of his head.

"I got just the thing!"

He aimed the Screwdriver at the ground and activated it. Instantly, a tunnel began forming in the earth.

"So we're using an underground route?" Applejack asked.

"Basically," the New Doctor replied.

"Works for me," said Spike. The group then began making their way through the new, underground tunnel, though Rarity was the most nervous one of the group (mostly worrying that the dirt would damage her coat).

"Are you sure that there isn't a cleaner way of getting to Twilight?" Rarity asked.

The Doctor chuckled, rolled his eyes, and said, "Yeah. Same old Rarity."

Forest Clearing, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

The Doctor could feel his hearts beating out of his chest as the manticores drew close. Their scorpion tails dripped with venom and their teeth gleamed in the dim, forest sunlight.

"Got anymore tricks on that Screwdriver of yours?" the Doctor whispered to Opal. Opal pulled out her Sonic Screwdriver and examined it.

"Maybe. I'm a little rusty. I haven't used this is many years," she whispered back. One of the manticores took in a deep breath and began approaching the bush that concealed the Doctor and Opal. "Back! Back!"

The Doctor took slow steps back but, unfortunately, stepped on a broken limb in the process. The manticores heard the noise and charged straight for them.

"Run?" the Doctor asked.

"Run," Opal replied with a frightened nod. The two ponies then dashed into the forest, the manticores in hot pursuit. "This sure brings back memories, Doctor!"

"It seems that my companions do a lot of running while they're with me!"

"At least you don't have to worry about your companions getting out of shape!"

"I guess you're right!"

They took a sharp turn as they ran deeper and deeper into the forest. The manticores continued to chase after them.

"Something's wrong!" said Opal.

"What? The fact that we're being chased by a pair of hungry manticores?!" the Doctor asked as he proceeded to pant heavily.

"Exactly! Manticores normally aren't this determined about chasing after a certain target. They normally give up after a while! These manticores don't know the meaning of give up!"

"I suspect that Thalia has something to do with this!"

The Doctor and Opal came to a halt as a long, suspension bridge hanging over a foggy ravine greeted them.

"That doesn't look safe," said Opal.

"Well do you prefer the alternative?" asked the Doctor as he pointed back towards the charging manticores.

"Fair enough."

The Doctor and Opal gulped as they ran out onto the rickety bridge. The fog seemed to envelop them and the cries of the manticores faded into silence. They ran and ran until they finally came to a stop. The bridge seemed to extend on into infinity and the fog was certainly not letting up.

"This must be a wide ravine," Opal panted. The Doctor sniffed the air and reached into Opal's bag, pulling out her Sonic Screwdriver.

"Can I borrow this?" he asked.

"Sure. It was your gift to me after all."

The Doctor began examining the fog with the Screwdriver but as he examined the fog, he couldn't help but notice that something was familiar about the Screwdriver he was holding. He had seen it somewhere before. He was sure of it.

"Found anything?" Opal asked. The Doctor examined the fog for a couple more seconds before shaking his head and returning the Screwdriver to Opal.

"Nothing. It's as if this fog is just refusing to be examined," he replied. Suddenly the bridge shook slightly and a cold wind blew through the ravine. The Doctor took in a deep breath of cold air as a ghostly image appeared before him. It was the image of a blonde, human girl. "It can't be!"

"Doctor? What is it?" Opal asked. It was apparent that Opal couldn't see the girl but the Doctor could.

"I love you!" cried the girl. The Doctor reached out towards the ghostly girl, attempting to grab her. She began to disappear.

"Rose, don't go!" the Doctor cried.

"DOCTOR!" screamed Opal as she grabbed onto him. The Doctor found himself standing on the edge of the bridge. One more step and he would have fallen to his death. "What the hell are you thinking?!"

The Doctor calmed Opal down and backed away from the edge. How could Rose have been there? She wasn't there and yet she was. It was almost as if he were reliving that moment: one of the worst moments of his life. Opal turned towards the fog and began to cry.

"Oh Celestia!" she cried as she shielded her eyes from what she was seeing.

"Opal? What do you see?" the Doctor asked.

"The eyes. Their eyes are horrible!"

The Doctor looked deep into the fog but saw nothing looking back at him. Suddenly, something grabbed hold of one of the Doctor's legs. The Doctor looked down to see a dark-skinned, human girl hanging onto the bottom of the bridge.

"Martha?!" the Doctor gasped.

"Doctor!" cried Martha Jones. A large crab claw reached up from the foggy abyss, grabbed Martha, and pulled her down below; she was screaming for the Doctor the whole way down. The Doctor was in shock. What was he seeing? Opal continued to shield her eyes from what was staring back at her from the fog. The Doctor turned and saw a node standing on the bridge a few feet away. The top of the node turned around to reveal the face of Donna Noble implanted on it.

"Donna Noble has left the library. Donna Noble has been saved," said the Donna node. The Doctor backed away from the Donna node and looked to see an army of red-eyed Ood marching out from the fog. "Donna Noble has left the library. Donna Noble has been saved."

The Doctor grabbed Opal, who was still cowering on the bridge, and said, "Opal! We need to get out of here!"

Opal looked up at the Doctor and nodded. She then screamed at something the Doctor couldn't see. The Doctor looked to see the Ood growing closer. The Donna node continued to talk.

"Donna Noble has left the library. Donna Noble has been saved," it repeated. The Doctor looked and saw the Master glaring at him from the fog. He had strange markings written all over his skin and his eyes glowed red as if the Beast were inside of him. Adelaide Brooke appeared next to the Master.

"I don't care who you are! The Time Lord victorious is wrong!" she snapped. Adelaide then brought a pistol up to her head and pulled the trigger. The Doctor turned back towards the Donna node. An army of children wearing gas masks appeared from the fog.

"Where's my mummy? Are you my mummy?" they cried. The Doctor felt his entire body shaking. The memories came flooding back to him like a landslide. His mind felt like it was going to burn. Donna's voice began crying out from the fog.

"I was going to travel with you forever!" she cried.

"Oh Donna Noble. I am so sorry. I am so, so sorry. We had the best of times. The best," echoed the voice of his past self. The Doctor felt his sanity leaving him. Opal was curled up next to him on the bridge, frightened by the horrors she herself was witnessing. Suddenly, an orange flame began emanating from the fog. The images began disappearing. As the fog began to open up, one last ghostly image emerged from the fog. Rose Tyler approached the Doctor. She knelt down and stared into his eyes. Rose suddenly changed into a woman the Doctor didn't recognize. She was around Rose's age and had vibrant, red hair.

"It's time to wake up, raggedy man," said the woman.

"Who are you?" the Doctor asked. The red-headed woman smiled and disappeared into the fog. The last thing the Doctor saw was a zebra with a lantern walking towards him and Opal. That's when he blacked out.

The Living Water

Chapter 2: The Living Water

Twenty Feet Underground, Under the Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

The only lights in the dark tunnel were that of the New Doctor's Sonic Screwdriver and the illumination spell cast by Rarity. The air was dirty and stale and critters of all types scaled the walls of the fresh tunnel.

"How far into the forest do you think we are?" Derpy asked.

"We've been walking for several minutes now. I can assume that we're well into the forest," the New Doctor replied.

"Can we please get out of here soon? This is not good for my complexion!" Rarity asked.

"There are more things at stake here aside from your complexion," said Applejack.

"I know but I don't want to look like a raggedy, dirty mess when we save Twilight!"

Applejack rolled her eyes but then let out a soft chuckle.

"I hope Twilight and Dashie are okay," said Pinkie Pie.

"Thalia's not going to do anything to them, is she?" Spike asked.

"Not until she has my past self in her clutches. She wants them to suffer all at once," replied the New Doctor.

"Why?" Fluttershy asked.

"Let's just say that Thalia has a pretty rocky history with me and Twilight, especially at this point."

"What happened?" Spike asked.

"You'll all find out soon enough."

The group fell silent as they continued to trek deeper and deeper into the underground.

Suddenly, the air became incredibly cold and the New Doctor came to a halt.

"What's wrong?" asked Pinkie Pie. The New Doctor sniffed the air and Derpy followed suit. It smelled different. The smell of earth was gone and was instead replaced by that of a chlorine pool.

"Is it just me or does it smell like a bathhouse in here now?" Derpy asked. Everypony took turns sniffing the air and nodding in agreement.

"Strange. Why would it smell like a bathhouse underground?" Applejack pondered.

"At least it smells somewhat better than it did a few moments ago," said Rarity. "But I will say that it is peculiar."

Derpy took a step forward and found herself stepping into a pool of water.

"Where did this come from?" she asked. Everypony looked down at the puddle.

"Well we are underground. I'm sure there's plenty of water pockets all over the place," said the New Doctor.

"Then why is it growing?" Spike asked nervously. He was right. The puddle of water was slowly expanding.

"I say that we keep moving."

The New Doctor proceeded to continue his sonic drilling of the earth when he suddenly found a small geyser of chlorine water smashing into his face. Jets of water began spilling out from the walls, floor, and ceiling. Within seconds, everypony was drenched.

"What's going on?!" asked Fluttershy.

"We need to get out of here! Now!" said Derpy. The New Doctor nodded and began carving an escape route towards the surface. More water rained down on them as they gradually rose towards the surface.

"We're almost there!" said the New Doctor. Rarity and Spike both yelped suddenly as the water on the ground began to wrap around their legs like glue. Arms of water then reached out from the ground and began pulling them under the earth. Derpy and Pinkie Pie grabbed onto their sinking friends. The New Doctor tried to carve away the earth with the Screwdriver in order to free Spike and Rarity but all that resulted in was more water spewing out of the ground.

"I'm too young to drown!" cried Spike as he wrapped his claws around Derpy's hooves. Rarity was so busy fighting the water arms that she lost concentration of her illumination spell and everything went dark. The New Doctor illuminated his Screwdriver but it wasn't as bright. Suddenly, Fluttershy gasped and pointed towards the darkness. A wall of water was slowly approaching them from the darkness. Inside the water wall, hundreds of pairs of bright, red eyes glared at them. Sinister voices echoed from the water.

"Take them! Take them! Take them!" cried the voices. That's when the ceiling collapsed and a mountain of water crashed down on top of them. Everything went dark. Derpy gasped for air within the pocket of water. The last thing she felt before passing out was the New Doctor's hoof rubbing against hers. The voices laughed as she and the others lost consciousness.

The Foggy Abyss, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

The Doctor awoke to find a wet towel lying on his face. He was lying on his back and the air around him was cool and refreshing. He looked up to see a starry sky background surrounded by the tops of large, mangled trees. The Doctor turned to see a sleeping Opal lying down next to him.

"Ah. I see that you're awake," said a deep voice. The Doctor looked to see a male zebra sitting next to a small campfire. The Doctor sat up and approached the fire. His head was throbbing immensely.

"What hit me?" he asked as he sat down. The zebra laughed and pointed towards an area behind the Doctor. The Doctor turned around to see a cloud of fog several yards away.

"You and your friend fell victim to the Foggy Abyss."

The Doctor then remembered the images he had seen. Rose, Martha, the Donna node, the possessed Master, Adelaide, the Ood, the children, and the ginger woman.

"What happened in there?"

"My sister has told me of the Foggy Abyss many times. If you're not careful, the fog can worm its way into your mind and drive you completely mad."

"Those images. The people and things I saw."

"Nothing more than just temporary madness."

The Doctor wanted to believe that but something about the images felt too real. Some of it may have been temporary madness but there was a certain pinch of truth hidden away in that madness.

"Well I guess introductions are in order," said the Doctor as he cleared his throat. The zebra chuckled and smiled at the Doctor.

"I would think so," replied the zebra.

"I'm the Doctor. And, no, there's nothing else to it. I'm just the Doctor."

"Simple name. Easy to remember. That's good. My name is Caroze."

"Interesting name. Sounds foreign."

"It is. My sister and I come from a faraway land. My sister moved here a little while ago and I came to visit her recently. I went into the forest to pick up some herbs for her but it appears that something has happened while I was gone."

Caroze pointed off in the direction of town. The Doctor could see Twilight's protective barrier rising into the sky. He was amazed that it was still working.

"The town appears to be safe, for now," Caroze continued. "I would have brought you back to my sister's house to heal you and your friend but the way back is dangerous at the moment. The powers of the Foggy Abyss are stronger than ever and a wicked force is blowing through the trees."

The Doctor listened as a soft wind blew through the branches of the trees. He sniffed the air and his nose twitched with the scent of unstable power.

"I can feel it," he said. "Our enemy has dangerous plans"

"Am I to assume that you know the one causing this?"

"You assumption is correct. Her name's Thalia. I've only come across her once before but she's a nasty customer. She'll stop at nothing to seek her justice."

"Justice? Has somepony wronged her?"

"You could say that. More like somepony will wrong her."

"Do you know the pony who has, or will, wrong her?"

"You could say that I know this certain somepony pretty well."

Caroze fell silent and turned towards Opal.

"Don't worry about your friend, Doctor. She'll awake soon," he said. The Doctor turned back to face Opal. He looked at her and thought about what she had said. He was going to travel around with her some day, well her past self any way. "Something on your mind, Doctor?"

"You could say that," the Doctor replied as he turned back towards the zebra. "I have two friends who are in danger. I've left several friends behind. I'm lost in the woods and my only ally is a friend who's closer to me than I am to her. Things are complicated."

"Life is always complicated."

"Well most lives aren't as complicated as mine or the lives of those who travel with me."

"You seem like a pony who does a lot of running. Ever tried to slow down?"

"Not really. I find slow to be boring. I'd rather be out, seeing the universe."

"Would you really? Have you ever thought about slowing down?"

"Maybe. I guess the thought comes across every now and then."

"You should consider acting upon that thought sometime."

Opal let out a groan as she woke up. The Doctor walked to her side and patted her forehead.

"What happened?" she asked.

"We ran into some complications. Don't worry now. Everything's fine," he replied. Opal reached her hoof up and patted the Doctor's cheek.

"Your eyes. They look so young. They're just like the eyes I saw when I first met you back in 987."

The Doctor chuckled as he helped Opal up.

"Come to the fire, child. It's best to warm up on cold nights like this," said Caroze. Opal remained silent as she approached the fire and sat down. "And your name is?"

"Opal," replied the tired mare. "And yours?"

"Caroze."

"Thank you for saving us."

"It was no problem."

Suddenly, the Doctor felt his muscles tense up. His vision became blurred and the scene around him faded away. He soon found himself floating in a bubble of water. There was an air pocket around his muzzle, allowing him to breathe. Derpy, Spike, Applejack, Pinkie Pie, Fluttershy, and Rarity were floating in the bubble too but they were unconscious. It was pretty dark but the bubble glowed with a green light. The Doctor looked down at his coat. His coat color was different and his mane was different too. He felt something sticking out of his forehead. He felt it. It was a horn, a unicorn horn.

"Beware the living water," a voice from inside his head warned. "Don't let it catch you."

The Doctor tried to reach for Derpy or Spike or any of them but he had no control over his body. His body began moving on its own. The Doctor watched as his body pulled out a Sonic Screwdriver with a red tip and began drilling a hole in the bubble. Spike stirred awake and so did Derpy and Applejack. The vision faded and the Doctor found himself back with Opal and Caroze.

"You okay, Doctor?" Opal asked. "You look like you just saw a ghost."

The Doctor thought back to foggy visions.

"No. Don't worry. I've already seen plenty of ghosts today," he replied. The Doctor turned toward Caroze. "Tell me. Have you ever heard of something along the lines of living water?"

"I have but only in myths," the zebra replied.

"I'm interested. Tell me!"

"I've heard stories of creatures made up entirely of water. They were used centuries ago to trap prisoners in portable cages. I don't remember much of the details. Why do you have a sudden interest in that?"

"Because I think my friends are being held by some of those creatures. Bah! I go from living snowstorms to living water. This has just not been my week."

Opal looked at the Doctor with a slightly confused look.

"So what do we do now? Continue on to face Thalia or rescue your other friends?" she asked. The Doctor wanted to say that they should go save Derpy, Spike, and the others but something told him that they were in the capable hooves of somepony else.

"I think we should go after Thalia. She's the source of all of this," he replied.

"Do we leave now?"

"It's too dangerous at night to head out into the forest," Caroze warned.

"Well it's definitely not that much safer during the daytime either."

"Good point."

"I say we go now. Our trip to Thalia is going to be dangerous at whatever time we decide to go after her," the Doctor stated. Opal and Caroze nodded in agreement. Caroze quickly doused the flames of the campfire and, within a few minutes, they were off.

The Forest at Night

Chapter 3: The Forest at Night

Castle of the Regal Sisters, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

Twilight and Rainbow Dash certainly weren't getting any sleep. Being tied to each other wasn't exactly the most comfortable sleeping position to be in. At least the night air was somewhat relaxing. Thalia had been gone for some time now. The ruins were guarded by living dolls and Twilight was sure that Thalia had other creatures under her command. All she could think about was her friends. Where were they now and what were they doing? Were they continuing to protect the town or were they searching for her in the forest? Rainbow Dash had given up trying to break free from the ropes. It was obvious that there was no escaping the ropes without getting some external help.

"You awake, Twilight?" Rainbow Dash asked.

"Yeah. I've tried to get some sleep but I just can't. Not with Thalia out there," Twilight replied.

"I'm right there with you. Do you think the others are okay?"

"I hope so. Wait, I know so. As long as the Doctor's with them I know that they're safe."

"Why do you trust the Doctor so much, Twilight?"

"I've gotten to know him during our time together. I've learned about his past and seen what he's capable of. You have no idea what he's done, Rainbow Dash. He's been helping ponies throughout time and space and is going to continue to do so. He's an amazing pony."

"Looks like somepony has some feelings for the mysterious Doctor."

"What?!"

"Come on. I can see it in the way you talk about him. You have feelings for the Doctor, don't ya?"

"I don't know. Maybe. He is a wonderful stallion. I'm not even sure if I have those types of feelings for him."

"I bet you do. Well, if you trust in him then I guess I should trust in him too."

"Thank you, Rainbow Dash."

Forest Clearing, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

The New Doctor gasped for air as he broke free from his watery prison. Derpy, Spike, Applejack, Pinkie Pie, Fluttershy, and Rarity followed him up to the surface. They were all soaked to the bone but at least they were alive.

"How long...were we down there?" Spike asked.

"A few hours at least," Applejack replied as she looked up towards the starry sky.

"I hope our Doctor's okay," said Derpy.

"Don't worry. My past self has company of his own at the moment. We better get moving," replied the New Doctor. Fluttershy was shivering in the cold, night air and Spike was trying to produce a flame. Rarity cast an illumination spell that lit up the area quite nicely.

"There we go! Much better!" she said happily.

"Thank you, Rarity," said Pinkie Pie and Fluttershy together.

"What happened down there?!" Applejack snapped.

"The Aqua Incarnate," replied the New Doctor.

"The what?" asked Pinkie Pie.

"The Aqua Incarnate. That's what attacked us. I haven't come across them in a long time so I forgot their involvement in all of this. They're basically creatures made out of water. They can easily capture any creature and kill them by letting them drown inside their bodies."

"Why are we still alive then?" Derpy asked.

"It's obvious that they didn't come to kill us. They came to capture us and hold us while Thalia searched for my past self."

"It sure was easy to escape though," said Spike.

"Yes well the Aqua Incarnate have the ability to sedate their prisoners. We were all in a deep sleep. However, something managed to wake us up."

"And what was that?" Pinkie Pie asked.

"Interference from my past self."

"The Doctor, our Doctor, woke you and us up?" Derpy asked.

"Yes. Not intentionally, though, because he was unaware of our predicament. He's just been rescued from the Foggy Abyss so his mental limits were extended temporarily. It allowed our minds to cross paths for a moment and thus a shock wave was sent out throughout the bubble that woke us up."

"Why didn't the-er-Aqua Incarnate stop us from leaving?" Fluttershy asked.

"It looks like the shock caused its sedation effect to bounce back on them."

"So they put themselves to sleep?"

"Precisely!"

"Well at least we don't have to worry about them for a while. What's the next step, New Doctor?" Spike asked.

"We need to go to the Castle of the Regal Sisters."

"You mean the ruins that once held the Elements of Harmony?" Fluttershy asked.

"The very same."

"Great. Never thought we'd have to visit that place again," Applejack sighed. The group then turned towards the dark forest and continued on their way.

Timberwolf Territory, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

The air was filled with an uneasy tension. Caroze led the way while the Doctor and Opal followed. The zebra came to a quick stop and the ponies followed suit.

"Careful. We're now in timberwolf territory," he warned.

"Timberwolf territory? What's a timberwolf?" the Doctor asked.

"Everypony knows about timberwolves. What planet are you from, Doctor?"

"Gallifrey."

"Huh?"

"He's new here! I'll explain it to him!" Opal interrupted. The mare then stepped in between the Doctor and Caroze.

"So what's a timberwolf?" the Doctor asked.

"They're basically wolves made entirely out of wood. They're very dangerous and extremely aggressive. They gave the first Ponyville settlers a lot of problems. That is until their fear was discovered."

"And that was?"

"Loud noises, such as pots being banged together."

"Really? That's what scares them? For such ferocious creatures they sure have petty fears."

"Just be thankful that they're easy to scare off!"

Opal turned back to Caroze and the Doctor cleared his throat.

"Are you ready to go?" the zebra asked.

"Yes," replied the Doctor and Opal together.

"Good. Be careful. The timberwolves will not hesitate to attack us whilst we are in their territory."

"Good to know," said Opal nervously. They then began their quiet trek into the timberwolf territory.

They walked in silence for several minutes. Opal remained incredibly close to the Doctor. Caroze was always a few steps ahead of them but always made sure that the distance between them didn't grow too big. The only lights were that of Caroze's lantern and the stars and moon shining up in the sky. The occasional timberwolf howl would echo through the trees but other than that it was completely silent in the forest. The Doctor had actually expected to see more animals but, from what he had heard about the forest so far, he didn't want to meet any of the animals there.

"We should be out of timberwolf territory soon," said Caroze after about twenty minutes of walking.

"That's good," Opal sighed. The Doctor took in a deep breath of air and realized that something tasted funny. There was something in the air. It didn't taste like normal air. It tasted bitter and salty. The taste of energy.

"I suggest that we keep our guard up," the Doctor suggested.

"Another good idea, Doctor."

The trio took a few more steps into the forest when a slight growl began emanating from the trees. Caroze stopped in his place.

"Don't move!" he whispered. "Be very still!"

The Doctor and Opal froze up as a group of timberwolves emerged from the darkness. Their eyes glowed of purple fire and their teeth longed to sink into the fleshy body of a pony. Within seconds, they were surrounded. Opal pulled out her Sonic Screwdriver.

"Will that help us?" the Doctor asked.

"I hope so. I'll only use it if they attack first," Opal responded.

"Anypony got any pans to bang together?" Caroze asked.

"Sorry, I left my pans in the TARDIS," the Doctor replied with a frightened smirk. The timberwolves seemed to grin as another figure emerged from the darkness. The Doctor stood firm as a black and white unicorn approached them. She giggled with glee and laughed as the timberwolves surrounded them.

"Hello, Doctor. It's nice to see you again, in the flesh," Thalia cackled.

Attack of the Timberwolves

Chapter 4: Attack of the Timberwolves

Timberwolf Territory, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

The timberwolves continued to glare at their prey as Thalia announced her presence. Opal gasped and Caroze took a few steps back.

"Thalia!" Opal snapped. Thalia cocked her head and gave a small smile.

"I'm sorry. Do I know you?" she asked.

"Apparently not, but I know you."

"Whatever. I have no interest in you or the zebra, little pony. All I want is the Doctor!"

The Doctor leaned in towards Opal and whispered, "Does your Sonic Screwdriver work against wood?"

"Sadly, no," Opal whispered back.

"Damn! I was hoping that after all this time and with all the improvements, my Screwdriver would be able to take on wood!"

"Don't worry, Doctor! We'll think of something!"

"Well?" Thalia asked as she cleared her throat. "Are you coming, Doctor?"

The timberwolves growled some more as the Doctor took a step forward.

"I'd be much more...comfortable of going with you if you didn't have a bunch of wooden wolves growling at me," he said. "Why don't we make a deal? You let my friends go in peace and I'll come with you without a fight."

Thalia laughed and the wolves seemed to snicker along with her.

"You're not really in any sort of position to make deals, Doctor. You're surrounded and, last time I checked, your little screwdriver doesn't work with wood, does it?"

"I'm trying to cooperate here."

"Well I'm far beyond the stage of cooperation, Doctor! If there's one thing I learned from our last encounter, it's that your companions can be just as annoying as you if they're set free. I'm not making the same mistake twice. How about you come with me and I'll give your friends a ten second head start before my wolves chase after them? If they're lucky, they might make it out with only one lost limb."

"Sorry! But I don't like that plan!" said Opal as she jumped out and grabbed Caroze's lantern. She then flung it towards the timberwolves. The lantern smashed on the ground and the flame instantly drew towards the wooden attackers as if a magnetic force was acting upon it. The timberwolves broke up as Thalia gave a relatively calm look of annoyance. Darkness fell as the Doctor, Opal, and Caroze made a break for it. Thalia, meanwhile, stomped her hoof on the ground, resulting in all of the wolves instantly returning to their calm state.

"I suggest that you follow them. Kill the mare and the zebra. Bring me the Doctor alive," she ordered. Some of the timberwolves looked a little disappointed. "That doesn't mean you can't take a limb or two."

The wolves' excitement returned. The leader of the pack gave a loud howl and led his followers after their desired prey. Thalia continued to smile in delight...but her smile quickly changed into a look of frustrated fear as she turned towards the dark woods and continued on her way.

Forest Depths, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

Fluttershy bumped into Derpy as a series of howls emanated from off in the distance.

"Timberwolves," said Applejack.

"They don't sound too friendly," Spike gulped.

"It's best that we stay out of their way," the New Doctor suggested.

"Good idea, New Doctor," said Derpy. The group fell silent again. Derpy looked at the New Doctor and could see him eying her with a comforting stare. It made her feel uncomfortable but in a way that didn't really bother her. This Doctor seemed to know her very well and she had the urge to learn everything about him, or at least the present Doctor. More howls echoed through the woods and Rarity accidentally lost concentration over her illumination spell for a few seconds.

"Rarity, could you try to keep the light on?" Fluttershy asked as Rarity gained control over the spell.

"I'm trying my best, Fluttershy. Don't worry. I won't leave us in the dark!" the unicorn announced proudly. Derpy looked back at Pinkie Pie to see that she wasn't her usual, bouncy self. She was probably worrying about Twilight. The pink earth pony certainly loved her friends. It wasn't until now that Derpy realized just how out of place she was in this group. Before today, she hadn't really made any sort of contact with Twilight and her friends. Sure, she had come across them occasionally and had helped Rainbow Dash with the weather from time to time but she had never gotten the chance to know them. It was also at this moment that she realized just how alienated she was from the Doctor. She didn't know him that well and had been wondering about him constantly for five months. Her encounter with the mysterious Matilda had obviously been a driving force behind most of the questions she had.

"This is certainly different from the last time we walked through this forest, isn't it?" Pinkie Pie asked with a forced smile.

"It certainly is," Rarity replied with a nod.

"We had barely just gotten to know each other at the time," said Applejack.

"It feels like it was almost yesterday," said Fluttershy.

"I was asleep at the time," Spike said with a grin. The four mares laughed as Pinkie Pie kindly patted Spike on the head. Derpy sighed. Her eyes began to invert again and she quickly corrected them.

"Is there a problem, Derpy?" asked the New Doctor as he began walking closer to her.

"Don't worry. I'm fine," the gray pegasus replied. The New Doctor raised one of his eyebrows and Derpy sighed again. "I guess there kind of is."

"Let me guess. You're feeling out of place. You feel left out. You feel like you don't belong, as if you're an extra in a much bigger story."

"Wow. You're good."

"I know."

The New Doctor smiled teasingly and Derpy giggled a bit.

"You seem pretty calm about all of this."

"I shouldn't feel calm but I do. I guess it's because I know how this is all going to end."

"How does it end?"

"Spoilers, Derpy. Don't want to spoil the ending for you."

"Come on, New Doctor! Can't you at least give me a hint?"

"Haven't I already given you one?"

"Huh?"

"I'm here aren't I?"

"Yes."

"That means my past self, your present Doctor, is going to make it out okay. As long as I'm here, Derpy, you should have little to fear."

Derpy couldn't help but smile. She was slowly finding out that the Doctor, whatever version of him, had a peculiar effect on her. She suddenly had the urge to hug the New Doctor like a stuffed animal and nibble on his ear like it was a muffin. She then shook the thought out of her head, quite literally, and returned to focusing on the task at hoof: stopping Thalia.

Suddenly, a loud crack emanated from the woods. The group stopped it its tracks. Everypony fell silent. Derpy held her breath. The New Doctor pointed his Sonic Screwdriver towards the trees.

"Why do I have the feeling that whatever's in those trees isn't good?" Spike whispered. That's when a large group of timberwolves emerged from the brush. Blood dripped from their wooden bodies and their teeth glimmered brightly in the light of Rarity's illumination spell. Derpy felt her heart rise into her throat. She couldn't breathe and neither could the others.

"Looks like you were right, Spike," Pinkie Pie squeaked as more timberwolves appeared. "This isn't good!"

Riverside, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

Opal would have fallen into the river if the Doctor had grabbed her at the last second. The timberwolves were still chasing after them in hot pursuit and they quickly found their escape route blocked on all sides. Walls of thick vines and limbs stood to their left and right and a swirling river lied before them. Without Caroze's lantern, it was incredibly dark aside from the light from the moon and stars.

"Our only means of escape is the river!" said Caroze grimly.

"Are you crazy?! That water will tear us to bits!" Opal argued.

"Like I said earlier today, would you prefer the alternative?" the Doctor asked. Opal looked back at the approaching group of hungry timberwolves and rolled her eyes. She then wrapped her front hooves tightly around one of the Doctor's legs.

"Don't let go of me," she said as she looked up into his eyes. The Doctor smiled and looked back into her eyes.

"Don't worry. I won't."

The Doctor then extended his other leg and Caroze grabbed a hold of it. The timberwolves howled as they closed in. The Doctor, Opal, and Caroze each took a deep breath as they jumped into the raging river below.

The water tore and ripped against their bodies like an army of liquified knives. Rocks and other pieces of debris swept past them and large, underwater plants grazed against their bellies and legs. The Doctor attempted to keep his head, as well as Opal and Caroze's heads, above water but only managed to do so for a few seconds at a time. The current was strong and the roaring of the water was loud. It was so loud that the Doctor could barely make out the angry calls of the timberwolves in the distance. Opal and Caroze held onto the Doctor's legs tightly as they continuously bounced above and below the water's surface. It wasn't until they had spent two minutes of riding through the harsh waters that they began their attempt to make it back to shore. This was certainly easier said, or thought, than done. The water was vicious and it constantly pulled the trio underwater and then spat them back to the surface. Opal tried to yell something but she refrained from doing so for fear of water pouring into her mouth. A floating log came into view and Caroze attempted to pull them away from it. The Doctor and Caroze made it past the log without a scratch but Opal hit the log head first and lost consciousness. The Doctor frantically tightened his grip on Opal's legs and tried to keep her head above water as often as possible. Suddenly, a current stronger than any of the previous ones pulled the trio deep into the dark belly of the river. The Doctor and Caroze attempted to pull themselves and Opal towards the surface but the current was too strong. The Doctor's vision began to become blurred and his lungs burned with a desire for fresh oxygen. He was about to give in when a large hand wrapped itself around him, Opal, and Caroze. The Doctor slowly blacked out as he identified the color of the large hand: purple.

Forest Depths, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

The timberwolves slowly began advancing towards Derpy and the others. Derpy had never seen a timberwolf up close before but they were certainly ten times more frightening in the flesh than what she had heard about from her teacher.

"At least we have fire on our side," Rarity gulped as she looked down towards Spike.

"Right!" Spike said bravely as he took a few steps forward. The wolves growled and some whimpered as Spike appeared before them. "Stay back and I won't have to burn any of you!"

Some fell back but most continued advancing. Spike prepared to blast them with a warning flame.

"STOP!" cried a familiar voice. The timberwolves and Spike froze in place. Derpy and the New Doctor turned around to see Fluttershy with one of her hooves raised.

"Fluttershy?" Pinkie Pie asked. Fluttershy put her hoof down and began approaching the timberwolves.

"What are you doing?!" Derpy hissed nervously. Fluttershy didn't look back. She simply approached the wolves and began examining them.

After a moment of silence, she turned around and said, "It's okay. They're not here to hurt us."

"Come again?" asked Applejack.

"They're not here to hurt us. They're here for help."

It was then that the group took a closer look at the timberwolves. The blood on them hadn't come from past victims but was actually flowing from cuts and bruises on their bodies. Their faces weren't growling with hunger but were groaning with pain. Some of the wolves' teeth had been shattered and some had been charred by fire.

"What happened to them?" Pinkie Pie asked.

"Thalia. That's what happened," replied the New Doctor as he approached the wolves.

"Why would Thalia injure a group of timberwolves?" Derpy asked.

"Thalia has powerful magic but all magic has limits. It's obvious that Thalia currently has a lot of creatures under her control: the living dolls, the Aqua Incarnate, the timberwolves, and probably some other creatures. She can't control everything so some creatures were able to resist her control."

"Let me guess. Those who don't get taken over are made into prey for the others," Spike guessed.

"You got it."

Fluttershy stomped a hoof on the ground and said, "She's a monster! She's attacked our town, kidnapped our friends, created horrible creatures, taken over our own wildlife, and has attempted to kill the wildlife that doesn't obey her! She makes me so mad that I could just scream!"

Fluttershy then raised her head and let out a scream that was so low that a cool breeze could produce a bigger force.

"Poor scream. Good argument," said the New Doctor as he began tending to the wolves with his Sonic Screwdriver. "Can't defeat wood but can help it. Sonic Screwdriver, you still perplex me."

Derpy smiled as she watched the New Doctor and Fluttershy tend to some of the timberwolves.

"Shouldn't we continue on our way to find Twilight and Rainbow Dash?" Applejack asked.

"We probably don't have much time left," said Pinkie Pie. The New Doctor patted Fluttershy on the shoulder and led her away from the wolves.

"Don't worry," he said. "We'll hide the wolves away until the drama has passed and then we can tend to them."

"Good idea," Fluttershy replied. The group quickly found a small cave for the wolves to hide in. Once all the wolves were successfully hidden, the New Doctor continued to lead the group towards the ruins of the Castle of the Regal Sisters.

Castle of the Regal Sisters, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

Thalia stormed into the decomposing main room with a frustrated look on her face. Splinters of wood were caught in her mane.

"Stupid timberwolves! They make such a mess when they're ripped apart!" she complained as she brushed the splinters out of her hair. Twilight and Rainbow Dash remained quiet in their little corner of the room. It was obvious that Thalia had no interest in them at the moment. One of the living dolls strolled into the room and began talking to Thalia with a mouse-like voice that neither Twilight nor Rainbow Dash could understand. "If the zebra's taking too much then tie her muzzle shut! Sweet Celestia! Are you dolls completely clueless?!" The doll lowered its head and Thalia proceeded to smack it. "Get out there and keep that damn zebra quiet! I'm not in the mood for gibberish and rhymes!"

"Zebra? Rhymes?" Rainbow Dash whispered. "You don't think-"

"It looks like it. Oh I hope Zecora's alright," Twilight whispered back.

"Sharing secrets, are we?" Thalia snapped as she approached her prisoners. Twilight could tell that her future clone was not in a happy mood.

"Something wrong?"

Thalia snorted, rolled her eyes, and punched Twilight in the nose. Her nose was already bruised from the previous punch but now it was even redder than it was before. Rainbow Dash began struggling against her constraints violently.

"Punch her again and I'll make you sorry that you ever attacked Ponyville!" she snapped.

"Oh shut up, Rainbow Crash," Thalia sighed as Rainbow Dash suddenly found her muzzle glued shut by magical means. Thalia looked straight into Rainbow's eyes and chuckled. "I'm not in a really good mood at the moment. You have no idea how satisfying it would be for me to watch you bleed out onto this stone floor and die an incredibly slow and excruciatingly-painful death. But I don't want to spoil any of my future fun." Thalia then stepped away from her prisoners and began making her way towards the door. "So long, you two. I'll be back eventually. It's time that I began heading towards town. By the time dawn rolls around, this will be over and I can finally have peace."

Thalia then walked out of the room and slammed the doors behind her, leaving Twilight and Rainbow alone in a tense and silent darkness.

The Reunion of the Friends

Chapter 5: The Reunion of the Friends

Riverside, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

Opal was the first to awaken. Her head ached and her body was drenched from head to hoof. She painfully pulled herself up and looked to see the Doctor and Caroze lying unconscious a few feet away. They were on the side of the river though they were in a completely different part of the forest. The grass underneath her hooves was soft and sturdy. Her stomach growled with hunger and it wasn't until now that Opal realized just how long it had been since she had last had anything to eat.

"I see that you're awake now!" announced a slightly loud voice. Opal looked up to find herself staring straight into the large eyes of a magnificent and frightening sea serpent. Opal's body froze, her heart skipped a beat, and she nearly fainted from the shock of seeing the large creature situated before her. It had a long, scaly, purple body and two long arms with gigantic hands at the end of each arm. A mound of orange hair sat on top of the serpent's head and a large mustache extended from the serpent's upper lip. He had a long, slimy, pink tongue and endless rows of shiny, white teeth in his mouth. Opal, however, suddenly found herself feeling calm around the creature. She had heard many tales of giant serpents from her school days and had come across many wondrous and terrifying creatures during her travels with the Doctor but she had never met a sea serpent like this before. Something about him just made her feel comfortable and safe. He had a sincere smile on his face and his eyes gave out signals of honest care rather than horrifying hunger. Half of his body was submerged in the river, which was still full of wild currents and ferocious rapids. "That was a nasty thing you and your friends went through! If I hadn't found you three, Celestia knows what would have happened to you!"

Opal examined the serpent, studied his words carefully, and quickly put the pieces together. She gave a tiny smile and asked, "Did...are you the one who...saved me and my friends?"

"Guilty as charged!"

The serpent let out a friendly laugh that made Opal chuckle a little bit. Once the laughter had stopped, she looked at the serpent and asked, "Why?"

"Because you were in trouble. I couldn't just sit back and watch two ponies and a zebra get bashed to death by this silly, little river."

"Thank you."

"It was no problem. You should be more careful, though. This river isn't really a safe thing to jump into. You're lucky I was the one who found you. I any of the others had found you...let's just say that things would have turned out differently."

"Is the river normally like this?"

"No. It usually only gets like this when there's a dangerous commotion in these woods. The last time the river was like this, it was because that nasty Nightmare Moon caused me quite a bit a grief and I let my emotional side take the best of me."

"What happened?"

"She ruined my perfect mustache!"

"Oh...well...I guess that is something to complain about."

"Of course! I'm sort of fuzzy about why the river's acting like this now. I feel that some dark magic is at work."

"And I believe I know who's behind it."

The Doctor slowly awakened from his slumber and proceeded to stumble towards Opal in an exhausted daze.

"Opal? Are...are you okay?" he asked as he rubbed his temple slowly.

"A little wet but I'm mostly okay, thanks to him," Opal replied. The Doctor turned towards the serpent and nearly jumped out of his skin. His momentary shock was replaced by instant amazement and curiosity.

"Giant serpents! This world never seizes to amaze me! Anthropomorphic equines, dragons, snow spirits, wooden wolves, and now purple water serpents. Brilliant! Just brilliant!"

"Should I take that as a compliment?" asked the confused serpent.

"You should. Just consider it a Doctor compliment," Opal replied with a smirk. The Doctor eyed Opal with a false look of annoyance before chuckling in return. He then turned back to Caroze to see that the zebra was also slowly waking up. "Thank you for saving us!"

"It was no problem! Question, though. Why did you three jump into the river?"

"Timberwolves. Enchanted timberwolves."

"That makes sense. The animals in this forest have been acting pretty strangely recently. I suggest that you all leave while you still can."

"We can't. We have some friends to find and a villain to stop," said the Doctor.

"Is this villain of yours the same one who churned up this river?"

"I have no doubts that she's behind this."

"Then you have my blessings, that is if serpents like myself have the ability to hand out blessings."

"Even if you don't then it's the thought that counts," said Opal.

"Of course. Well I best be on my way. Take care now!"

The Doctor, Opal, and Caroze waved as the serpent disappeared below the violent water.

"Now what?" Opal asked.

"We continue to search for my friends," said the Doctor. "The only problem is that I have no idea where to go from here."

"That looks promising," said Caroze as he pointed off into the trees. The Doctor and Opal looked to see a series of stone columns just barely managing to stretch beyond the tops of the trees.

"Do you think your friends are there?" Opal asked.

"I have a feeling that they are," said the Doctor as he began making his way towards the stone ruins.

Forest Depths, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

Derpy cradled the Sonic Screwdriver of the present Doctor in one of her hooves as she walked. She wanted to keep it safe and secure. The group had been walking in silence for a long time now. The sky was beginning to grow lighter and the stars were beginning to disappear.

"Dawn's approaching," said Applejack.

"For some reason, I'm not looking forward to what's going to happen when the sun rises," said Fluttershy.

"I'm with you on that one, Fluttershy," Spike admitted.

"Come on you sillies! Let's try to be more optimistic!" cheered Pinkie Pie with a somewhat forced smile.

"I'm with you on that one, Pinkie Pie," said Derpy. Pinkie Pie skipped towards Derpy and gave her a quick hug. The pink pony then returned to walking normally.

"What is that?!" asked Rarity as she came to a halt. The New Doctor looked to see a massive blast of green and purple energy shooting up into the sky.

"Hurry! We don't have much time!" he said as he took off. The others followed in hot pursuit.

Castle of the Regal Sisters, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

Thalia's anti-magic enchantments were wearing down on Twilight like a ton of bricks. Being magically constrained was definitely not comfortable to her. It constantly felt like she was wearing a tight armor suit resembling that of the Canterlot guards. Rainbow Dash had grown tired of fighting the ropes though she occasionally tried to loosen them. But it was pointless. Even if they had managed to break free from the ropes, the dolls were there to stop them from escaping. Those giant dolls sure gave Twilight goosebumps. She didn't like them one bit. They weren't as creepy as the dead animals that Thalia had controlled, or would control, in 2002 but they were close. Twilight found herself to be incredibly tired. She hadn't slept at all since her capture and she could feel her eyes growing heavy.

"We've got to stay awake!" Rainbow hissed as she could feel Twilight's body slowly relaxing with every passing second.

"I'm just...so tired," Twilight groaned as her eyes closed shut. That's when a loud creak reverberated throughout the room. Twilight and Rainbow looked expecting to see Thalia walking in, but what they saw made their faces beam with delight.

The Doctor walked into the room to see Twilight and Rainbow Dash tied up in a corner. Opal and Caroze followed close behind him.

"Doctor!" Twilight sighed as the chestnut stallion approached.

"Told you that I'd find you!" the Doctor said happily as he used Opal's Sonic Screwdriver to cut through the ropes. Rainbow Dash instantly flew up into the air, flexing her wings with success.

"I'm free! I'm free! It's time to settle the score with Thalia!" she exclaimed. The pegasus then descended to the ground and stood next to Twilight. "Thank you, Doctor!"

Opal smiled happily as she approached Twilight.

"Hello, Twilight Sparkle. It's been many years," she said. Twilight looked at Opal closely before the memory came back to her.

"It's you! The mare that helped out Shining Armor back in 987!" Twilight exclaimed.

"I'm happy that you remember me."

"Wait. How do you two know each other?" Rainbow asked.

"It's a long story," Twilight replied.

"One we should probably save for another time," Opal added. Caroze then stepped forward.

"I'm Caroze, Zecora's older brother. My sister has told me much about you," said the zebra.

"You're Zecora's brother?" asked Rainbow Dash.

"Yes."

"Then how come you don't speak in rhymes?"

"It appears that Zecora hasn't mentioned the details to you. You see, where Zecora and I come from, speaking in rhymes is a trait that is only seen in the most intelligent of zebras. When a zebra is born speaking in rhymes, then you know they're going to be great thinkers and wise creatures."

"Huh. I just assumed that everypony from your land talked like that," said Twilight.

"It's best not to assume things too quickly, Twilight Sparkle."

"I hate to break up this conversation but I think it'd be best if we began making our way back to Ponyville!" said the Doctor.

"Of course! We need to help the others!" said Rainbow Dash.

"Yes, and I feel that something extremely bad is going to happen once dawn comes around."

Everypony turned towards the sky to see that the black sky had changed into a dark blue. Dawn was not that far away.

"We better get moving then," said Opal.

"Wait! We need to free the others!" said Twilight.

"Others?" asked Caroze.

"The dolls have captured some ponies from town, as well as Zecora. We need to set them free!"

"Our best hope at saving them is defeating Thalia, Twilight. I'm certain that she's at Ponyville right now preparing to start the final phase in her plan," the Doctor argued.

"But-"

"Do you trust me, Twilight?"

"Of course!"

"Then do you believe me when I say that all of the ponies captured are going to be saved?"

"I...yes. I believe you."

"Then let's go!"

"I think that's going to be a little difficult now," Opal croaked. The Doctor and Twilight turned around to see that they were now surrounded by a mob of living dolls. The dolls were simply standing there, glaring at them with their button eyes. The dolls remained still and so did they.

"Anypony got any ideas?" Caroze asked.

"We have to fight them!" Rainbow Dash replied.

"I admire your spunk, Rainbow Dash, but I don't think we'll be able to take out all of them," said Opal.

"Any ideas, Doctor?" Twilight whispered. The Doctor looked from the dolls, to Twilight, and then to Opal. Then it clicked.

He presented Opal's Screwdriver to Twilight and whispered, "Do you remember how we defeated Chrysalis back in 987?"

"How could I forget?"

"Second time's a charm, right?"

Twilight looked at the Screwdriver but then gave a defeated sigh.

"I can't. Thalia's placed a series of magic-suppressing enchantments around the ruins. I can't use my magic."

"I wonder if this Screwdriver can take those enchantments out."

The Doctor aimed the Screwdriver towards the ceiling and blindly activated it. There was a quick flash of light and a series of golden sparks began appearing out of thin air. The sparks fell to the ground and Twilight instantly felt the magical, iron curtain lift off her. The dolls wailed and began advancing towards the group.

"Want to try it now?" the Doctor asked.

"Definitely!" Twilight responded with a brave smile on her face. Her horn began to glow and a shimmer of power began emanated from her body. The Doctor aimed the Screwdriver at the advancing dolls and Twilight followed suit. They both proceeded to fire.

Outside the Castle of the Regal Sisters, Everfree Forest, Equestria, Gaia, Autumn, 1002 C.E.

The New Doctor frantically led the group towards the ruins as sparks of green and purple continued to fall from the sky. The ruins glimmered like diamonds in the sparkling air and Derpy couldn't help but be amazed by the sight. Pinkie Pie's head was going ninety-to-nothing as she tried to examined each spark with her large, round eyes. Applejack kicked the front doors in and the group charged into the ancient throne room. What they saw was not what they were expecting.

The Doctor, Twilight, Opal, Rainbow Dash, and Caroze were now standing in the center of what could only be described as a doll massacre. Some of the dolls had been vaporized while others were torn apart by the magical blast. The Doctor and Twilight were slightly weakened by the move but were already recovering. They then turned to face the new arrivals: that being Derpy, the New Doctor, Spike, and the others.

"Doctor!" cried Derpy as she flew towards them. She was followed by the others.

"Twilight!" cried Spike.

"Rainbow!" cried Applejack. Twilight raced forward and hugged Spike. Derpy crashed into Doctor while simultaneously giving him a bone-crushing hug. Rainbow hugged Applejack and received a massive hug from Pinkie Pie. Fluttershy went on to hug Rainbow Dash and Rarity joined Spike in hugging Twilight. The New Doctor simply stood there, smiling at the reunion of the friends.

"Derpy! You're...crushing...my...spine!" choked the Doctor. Derpy blushed a bit as she pulled away from the chestnut stallion.

"Here's your Sonic Screwdriver, Doctor," said Derpy as she handed the blue-tipped Screwdriver to him. The Doctor grabbed the Screwdriver and smiled.

"Thank you, Derpy."

The Doctor then turned to Opal and handed the green-tipped Screwdriver to her. He smiled as he said, "I think it's time I returned this to you."

Opal took the Screwdriver and then turned to Derpy.

"Oh my Celestia!" she breathed. The Doctor and Derpy turned to face Opal. "It's you! You're Derpy Hooves!"

"That's me!" Derpy exclaimed. Opal approached Derpy and looked straight into her inverted eyes. "Is there something wrong?"

The Doctor was confused. Opal was looking at Derpy oddly and there appeared to be a hint of sadness in her glare. Opal stepped back and smiled sadly as she looked at the Doctor and Derpy standing next to each other.

"You two...really are perfect together," she sighed. The Doctor and Derpy turned to each other, both equally confused, and then turned back to face Opal.

"What's wrong, Opal?" asked the Doctor. Opal was about to say something when she felt a hoof fall onto her shoulder.

"Remember, Opal. Spoilers," said the New Doctor. Opal looked back at the New Doctor with a look of confusion on her face.

"Do...do I know you?" she asked. The New Doctor nodded and then beckoned Derpy to explain. Derpy took one of the Doctor's hooves and brought him over to the New Doctor.

"Doctor...I don't know how to say this...but this unicorn...is you from the future," Derpy explained. The Doctor looked at his future self as a smile appeared on his face. The smile on the New Doctor's face grew as he nodded.

"Brilliant!" exclaimed the two Doctors. Both Derpy and Opal giggled at the sight. Twilight, Spike, and the others turned to face them.

"Wait. So this unicorn is a future Doctor?" Twilight asked.

"Basically, Twilight Sparkle," replied the New Doctor as he looked at all of the companions surrounding him. He then turned towards Opal and said, "Opal. Dear, sweet Opal. Thank you for following the directions I gave you when you last saw me."

The Doctor noticed that his future self was looking at Opal in almost the same way Opal had been looking at Derpy.

"Is something wrong...future Doctor?" Opal asked. The New Doctor simply shook his head and turned away.

"I think it'd be best if we did all of our catching up later," the New Doctor suggested. "Thalia's going to make her final move at dawn."

Everypony, all at once, turned to the sky to see ribbons of orange, red, and yellow expanding across the sky. Clouds were beginning to appear and birds began chirping off in the distance.

"I think it's time we headed back to Ponyville," Twilight said with a nervous tone. Everypony nodded in agreement.

Dawn Breaks

Chapter 6: Dawn Breaks

Outside Fluttershy's Cottage, Outskirts of Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

There was a bright flash as the Doctor, Twilight, and their fellow friends appeared out of thin air. Twilight stumbled for a moment but quickly regained her balance.

"That was a doozy!" said Pinkie Pie.

"I won't be doing that again for a while," Twilight sighed.

"Looks like the shield held up quite nicely," said the Doctor as he looked towards the massive, purple bubble before him. They had landed at the edge of Fluttershy's property that was close to the Everfree Forest. The protective barrier covered most of the property though.

"That's funny," said Derpy.

"What's funny?" asked Opal.

"There was a large mob of living dolls surrounding the town earlier. Where have they gone off to?"

Everypony looked to see that there was no sign of any living dolls anywhere in sight. It was incredibly quiet. The silence sent shivers down their spines.

"I don't like this one bit," said Applejack.

"Prepare yourselves. The giant dolls are on their way," warned the New Doctor.

"The giant dolls?" Fluttershy croaked.

"Even bigger than the one that kidnapped our Doctor?" Derpy asked.

"Sadly, yes," the New Doctor replied.

Suddenly, the ground shook. Large, golden cracks appeared in the barrier and the ground shifted and moaned underneath their hooves.

"Earthquake?" asked Spike.

"This is no natural earthquake! Something's causing this!" stated Caroze. The ground beneath them began to break open. Long vines stretched out of the ground and began attacking the barrier vigorously. A massive doll's head emerged from the dark, underground depths. The head was around the size of Twilight's library and, once it had pulled itself from the earth, the doll was at least the size Spike was when he was a full-grown, greedy dragon. Four more giant dolls pulled themselves from the earth and the town was quickly surrounded by five doll giants.

"We're dead," Spike said bluntly. The dolls began pounding against the barrier, producing more and more cracks.

"New Doctor, this would be a good time to do that trick of yours," Derpy suggested.

"That only works with average-sized dolls and even then I can only take out a small crowd. Taking down these behemoths is going to be much more difficult, Derpy," sighed the New Doctor.

"What's that?!" asked Rarity as she pointed towards the sky. A figure enveloped in a purple aura flew over the town.

"Who do you think?" the Doctor responded.

Ponyville Skies, Above Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

Thalia flew through the sky, held up by her magical aura. The magical power in the air filled her pores and made her smile with excitement. Her giant servants had awakened and now it was time to destroy Ponyville: once and for all. She could feel the heat building up inside of her. It was time for the final move. She turned towards the sun and watched as it began to rise above the horizon. The sunlight filled Thalia with a sense of power and she cackled gleefully. Her horn began to glow and she could feel the energy in her body racing towards the point in her head.

"Let them burn. Let them drown. Let them die," she said to herself as she aimed her horn at the barrier and fired. A loud explosion ripped through the air as a series of yellow sparks spewed up into the sky. Twilight's protective barrier crumbled like a wet graham cracker. Thalia smiled as she caught sight of the ponies in the town below looking up at the destroyed barrier. She began to descend towards the ground below. It was time for the fun to begin.

The Edge of Town, Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

The Doctor and the New Doctor led the group towards the town as the barrier was reduced to nothing more than yellow ashes. The dolls began their attack. Their mouths opened up and a sea of average-sized living dolls poured out. The vines began attacking buildings and attempting to grab panicking ponies. The Aqua Incarnate begin rising up from the earth and crawled its way towards the town. The Doctor even caught sight of a few manticores and timberwolves emerging from the woods.

"Now what?" cried Rarity.

"Fight the armies! Defeat Thalia! Got it?!" replied the Doctor. Everypony turned to each other and nervously nodded.

"I think three Sonic Screwdrivers shall even the odds," said the New Doctor as he presented his red-tipped Screwdriver. The Doctor produced his blue-tipped Screwdriver and Opal presented her green-tipped Screwdriver. "Excellent! We'll head after Thalia and the rest of you try to fend off the creatures with the best of your abilities!"

"How can we fight all this?!" asked Spike.

"We can! We've fought lots of things before!" stated Twilight. "We've fought Nightmare Moon, Discord, Chrysalis, and many others! We can do this! I believe we can!"

"Yeah! Let's do this!" cheered Rainbow Dash as she took to the skies. The Doctor, the New Doctor, and Opal began making their way towards the descending purple aura that they recognized as Thalia. Twilight began to follow them but Spike stopped her.

"You're going with the Doctor, right?" he asked.

"I promise I'll come back, Spike," she replied.

"You kept your original promise and the Doctor managed to keep his. I trust you."

Twilight kissed Spike on the forehead and said, "Thank you, Spike."

The unicorn then turned around and ran after the Sonic Screwdriver-armed ponies. Spike was about to turn back when he noticed a gray blur rush past him. Derpy was flying after Twilight and the others. He wanted to say something but felt that the Doctor needed a pegasus on his team at the moment.

"We can deal with the animals!" said Fluttershy as she pointed at herself and Caroze.

"Right!" Caroze added.

"I'm coming with y’all!" said Applejack as she ran after the yellow pegasus and the zebra. Spike looked to see that he was teamed up with Pinkie Pie and Rarity.

"So what does that leave us with?" asked Rarity.

"Everything else!" Pinkie Pie cheered happily as she pulled out her party cannon. An army of dolls, joined by living vines and the Aqua Incarnate, were advancing on them quickly.

"Now that just isn't fair!"

"This should be fun," groaned Spike as he prepared one of his fire blasts.

Memories of the Future

Chapter 7: Memories of the Future

Outside Town Hall, Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

Thalia landed on the ground with a soft thud. The smile on her face grew as she examined the carnage caused by her own hooves. Some of the ponies attempted to fight the hordes of her army but most attempts proved fruitless. Her mind was filled with a thousand and one screams pleading for orders and commands. She happily, mentally ordered the commands and watched as her thoughts quickly became a reality. Ponyville was burning and she was ecstatic about being the cause of it.

The Doctor, the New Doctor, Twilight, Derpy, and Opal rounded a bend and caught sight of Thalia making her way towards Town Hall. She had already begun setting fire to the building.

"So what do we do?" Opal asked the New Doctor.

"Let's see. Let's see. What happens next?" the New Doctor pondered as he ran. "Oh! I remember! Opal! I suggest you not step in the water!"

Opal looked forward to see a massive puddle of water before her. She jumped over the puddle but a long, watery arm grabbed her tail.

"Derpy and I will help her!" said Twilight. Twilight began using some of her magic to fend off the Aqua Incarnate while Derpy grabbed hold of Opal and proceeded to pull her out of the living water's grip.

Thalia was about to enter the burning Town Hall when she noticed the two Doctors approaching her.

"Isn't it wonderful, Doctor?" she teased as she glided towards the approaching stallions.

"Honestly...not really," the Doctor replied.

"The flying is a nice touch though," the New Doctor added.

"Who are you?" Thalia asked.

"I would tell you but I don't want to spoil the surprise."

Thalia frowned as a group of vines shot up from the ground, surrounding the Doctors.

"It doesn't matter who you are. You're friends with the Doctor and any friend of the Doctor is an enemy of mine!"

That's when the vines attacked. The two Doctors aimed their Sonic Screwdrivers at the vines. Some of the vines were weakened by the effects of the Screwdrivers but most were able to stand their ground.

"She's got a lot of power inside of her!" stated the Doctor.

"No doubt about that!" replied the New Doctor.

"Is it safe to assume that a fair amount of that is unstable energy?"

"I would say so!"

The Doctor's eyes trailed up towards the horn on his future regeneration's forehead. More vines attacked but the Doctors managed to keep them at bay. Twilight, Derpy, and Opal tried to run over to help the Doctors but Thalia summoned a group of dolls to attack them.

"Do you practice magic often, being a unicorn?" the Doctor asked the New Doctor.

"Not usually," replied the New Doctor as he caused one of the vines to become inanimate.

"Would it be possible for the two of us to perform that trick that we used with Twilight to ward off the dolls and Chrysalis?"

"I'd say that it's possible."

The New Doctor winked at his past self as they both turned towards Thalia. Thalia was becoming annoyed and she began gliding towards them quickly.

"I grow tired of this. I guess I better end this myself," she said with a slightly-annoyed tone. The two Doctors nodded at each other and broke into a run at the same time. They rushed past the vines and ran towards Thalia. The Doctor aimed his Sonic Screwdriver while the New Doctor aimed both his Screwdriver and his unicorn horn. Thalia aimed her horn at the charging stallions. There was a second in which the world fell completely silent. It seemed that the only beings in the world were the two Doctors and Thalia. The silence dissipated as the Doctors and Thalia fired at each other.

The Edge of Town, Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

"FLUTTERSHY!" cried Applejack as the manticore bore down on the yellow pegasus. The animal-loving mare had attempted a peaceful method to warding off the manticore but peacemaking was impossible when dark magic was involved. Fluttershy's pupils shrunk as she just barely managed to dodge the manticore's attacking claw. Fluttershy took to the air and the manticore began waving its scorpion tale back and forth, attempting to stab the pegasus with its poisoned tip. Applejack ran with lightning speed towards the frightening beast and managed to kick it square in the face with her hind legs. The manticore stumbled back for a bit but, upon regaining its senses, growled and charged at its attacker. "Uh oh!"

Applejack broke into a run as the manticore proceeded to chase after her.

"Incoming!" warned Caroze as he tossed a lit lantern over Applejack's head. The lantern hit the ground, causing a medium-sized wall of fire to appear between Applejack and the manticore. The manticore growled as it came to a violent stop.

"How did that fire spread so quickly?" Applejack asked. Caroze smiled as he presented a small, amber vial in front of her.

"Fire Fluid. Never leave home without it," he replied with a smirk. The manticore took a few steps back and charged. It managed to jump over the fire wall with only minor burns in its fur. "Though I wish it created bigger fire walls when it needed to."

Both Applejack and Caroze froze as the manticore charged towards them. Suddenly, a yellow blur appeared and flew towards the manticore. Fluttershy landed on top of the manticore and pressed her hooves into various, specific places. The manticore's eyes rolled up into its head as it slumped over and fell onto the ground.

"There now. Everything's going to be okay," said Fluttershy as she petted the sleeping manticore's mane. "You just need some rest. When you wake up, everything will be alright again."

Fluttershy smiled as she jumped off of the manticore and approached the stunned Applejack and Caroze. Applejack smiled and laughed as she approached Fluttershy.

"You're quite a character, sugarcube! You're afraid of your own shadow and yet you can put a manticore to sleep!" she said with a friendly, laughing tone.

"It's not very difficult. As long as you know where the right pressure points are, you can subdue any beast...I just hope I didn't hurt him," Fluttershy replied as she blushed slightly.

"Look out!" called a familiar voice. Caroze looked up just in time to see Rainbow Dash fly straight into him. There was a cloud of dust followed by a few groans.

"Watch where you're going next time!" Caroze groaned.

"Sorry," Rainbow Dash replied with a nervous laugh. Applejack and Fluttershy helped Rainbow Dash and Caroze stand up. "Man, those flying dolls are really annoying!"

They looked up to see a swarm of pegasus dolls descending towards them. Their extending manes were reaching for them and their razor teeth were shining in the morning sunlight. A group of Ponyville pegasi flew in to fend off some of the dolls but there were just too many to take down in one fell swoop. Fluttershy turned around and noticed a group of possessed timberwolves slowly approaching them.

"Great," Applejack sighed. "Out of the frying pan and into the fire."

Sugar Cube Corner, Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

Spike, Pinkie Pie, and Rarity burst through the front doors of Sugar Cube Corner as a sea of dolls ran after them in hot pursuit. They ran into the kitchen and made sure to barricade the door.

"They just won't give up!" Rarity cried.

"Everypony grab a weapon!" ordered Pinkie Pie as she presented an egg beater alongside her party cannon.

"Wouldn't a kitchen knife work better?" Spike asked. Before Pinkie Pie could reply, the door flew open and in walked the dolls. One doll extended one of its hair arms towards Pinkie Pie but the pink pony managed to get the doll's hair caught in the egg beater. The doll began spinning around like a top before flying off and smashing into a nearby wall. "I guess that works too."

Spike shot another blast of fire at one of the dolls while Rarity used her magic to fling pots and pans at every doll that came close to her. One pan accidentally collided with the back of Spike's head.

"Sorry, Spike!" said Rarity as she lifted the pan and chucked it at an approaching pegasus doll.

"Don't worry! I'm fine!" Spike called back as he attempted to claw at a doll that had gotten too close for comfort. The doll seemed to snicker at the dragon as it proceeded to wrap its arms around its new prey. "Let go of me!"

The doll opened up its belly and threw the dragon inside of it.

"Unhand the dragon you dirty rag!" Rarity snapped as she send a rolling pin smashing into the doll's face. More arms began wrapping around Rarity but the unicorn wasn't giving up. The dolls stumbled and fell as a sea of rolling pins, pans, knives, and other various kitchen items was flung at them. Pinkie tried to free Rarity from the dolls by using her party cannon but Rarity was ultimately pulled inside the same doll that held Spike. Pinkie suddenly found herself alone.

"Uh...help?" she gulped as the dolls advanced on her. One of the dolls in the back crumbled to the ground as something came down on its head. Pinkie watched as a group of ponies began making their way through the dolls, taking them out one by one. When all of the dolls were defeated, Pinkie looked to see that her saviors were the Cakes, Lyra, and Bon-Bon. The Cakes were holding frying pans, Lyra held a lyre in her hooves, and Bon-Bon had a rolling pin in her mouth.

"Told you these dolls were easy to defeat! Element of surprise is all you need," Lyra boasted with a smile. Bon-Bon helped pull Spike and Rarity out of the doll they were trapped in. Both of them were breathing heavily once they were freed.

"I...never...want...that...to...happen...again!" Rarity stated.

"I...agree!" Spike responded.

"Is everypony okay?" asked Mrs. Cake.

"Peachy," Bon-Bon replied sarcastically. That's when a massive explosion shook the ground beneath their hooves. They proceeded to run outside to see a shower of blue, red, and purple sparks raining down from a geyser of magical energy shooting up into the sky.

"What the hell is that?!" asked Lyra.

"Fireworks?!" asked a hyper Pinkie Pie.

"I don't think those are fireworks, Pinkie," said Rarity.

"I think the Doctors have something to do with this," Spike stated. Pinkie Pie and Rarity nodded as they continued to watch the shower of sparks rain down from the multicolored geyser.

Outside Town Hall, Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

Twilight, Derpy, and Opal were knocked back by the force of the explosion. When they regained their balance, they saw that the two Doctors and Thalia were caught in the middle of a bubble of pure, magical energy. A geyser of energy shot high into the sky and began showering sparks over the town.

"Doctor!" Twilight cried. It was obvious that none of the ponies within the bubble could hear anything that was happening on the outside. Opal tried to approach the bubble but found that the mere energy of the magic being produced was too much for her to get within any close distance to the Doctors.

"Please be okay, Doctor!" Derpy prayed. "Please be okay!"

The Doctor felt as though he were standing in the middle of a star. The heat was intense and the light was blinding. All he could make out were blurry visions of his future self and Thalia. His future self wasn't doing so well either. Tears were streaming out of his eyes and his horn was emitting a whistle-like wail of pain. Thalia's eyes glowed of black fire and a white light began coming out of her mouth.

"I will not fall! This town shall die!" Thalia cried as she continued to fight against the power of the two Doctors. Her voice sounded like three different entities were speaking through her. The ground beneath the Doctor's hooves felt like hot glass and all of the hairs on his body tingled with enchanted excitement. His suit and tie stuck to his coat like glue and rivers of sweat were pouring from his pores.

"Now...I...remember!" groaned the New Doctor. "I...remember...this. I...remember...how...much...this...hurt!"

The Doctor's vision was becoming blurred. He could feel energy emanating from his body and then being absorbed back in. He looked to see that the vines that had been attacking him and the New Doctor were now nothing but ash. A white light began to appear in the middle of their connecting energy streams and Thalia began bleeding from her nose. The Doctor could feel that he was winning.

"No! NO! GET OUT OF MY HEAD!" Thalia cried. The Doctor could feel the world around him disappearing. His body was being destroyed and yet it was perfectly fine. It felt as though he were leaving his body and traveling somewhere else. "GET OUT OF MY HEAD!"

There was an explosion of light and the two Doctors and Thalia screamed in pain. Visions began flashing in front of the Doctor's eyes like a sped-up home movie: Twilight and her friends were strapped down to separate lab tables, Matilda was looking at something in surprise, Twilight was lying on the ground and was covered in cuts, Opal was calling for the Doctor, a Cyberman was advancing on a group of ponies, Derpy was locked in a cell, Spike was being knocked out, a human girl was waving a wand, a stallion in a lab coat was emerging from the shadows, and Thalia was crying and screaming with a mixture of sorrow and anger.

"GET OUT OF MY HEAD!" yelled Thalia as the visions vanished. A small explosion erupted between them and the three ponies were flung back. The Doctor hit the ground hard and the New Doctor landed right next to him.

"This certainly wasn't fun living through a second time," groaned the New Doctor.

"Doctor!" cried Derpy as she flew over to them. Twilight and Opal followed behind her. Derpy lifted the Doctor's head up. "Are you okay?! Is anything broken?!"

The Doctor looked straight into Derpy's inverted, sad eyes. Something about them comforted him. The gray pegasus made him feel that everything was going to turn out alright. He looked up at Derpy and said, "Don't worry. I'm fine."

Opal helped the New Doctor up while Derpy helped the Doctor regain his balance. Thalia was lying on the ground a few feet away. Her coat was slightly singed but her eyes were still glowing with black flames. The clone stood up and turned towards the Doctors and their allies.

"Is it just me or have things suddenly grown quiet?" Twilight asked. Everypony looked around and noticed that the sounds of attacking monsters and terrified ponies had stopped. It was as if all of Thalia's forces had disappeared. "What's going on?"

Thalia suddenly gave out a loud scream as a sea of energy began flowing into her. A beam of light shot out of her mouth and steam began emanating from her ears.

"We managed to break her magical connection with the other creatures. All of that energy is returning to her," said the New Doctor.

"I don't like the sound of that," said Opal. Thalia turned towards the Doctors and began gliding towards them.

"This isn't over! I'm not losing today! Not today! Not after what you did!" she snapped.

The Doctor knew it was a pointless argument but he had to try it anyway. He extended a hoof towards the furious clone and said, "Thalia, please. Let me help you."

Thalia let out a frightening roar and flew towards the Doctor. There was a gray blur and Derpy smashed into Thalia.

"DERPY!" cried the Doctor and Twilight. Derpy and Thalia flew up into the sky in a blur of gray and purple.

"You're not going to hurt the Doctor!" Derpy yelled. "You're not going to hurt Ponyville or anypony else anymore! This stops now!"

"Damn you, Derpy Hooves! GET OFF OF ME YOU WRETCHED PEGASUS!" Thalia ordered. Thalia attempted to throw Derpy to the ground but the pegasus was holding on tight. Thalia then shot a beam of fiery energy out of her eyes. Derpy was flung to the ground. The Doctor raced forward and caught her. Thalia flew towards the Doctor and Derpy. That's when the New Doctor stepped in. He ran forward and intercepted Thalia in her attack. The New Doctor wrapped his hooves around Thalia's head as a light began enveloping them. "No! NO! LET GO! LET GO!"

"Thalia...it's over. You're not going to win," the New Doctor said simply.

"AND WHY IS THAT?!"

"It's simple."

The New Doctor suddenly began to change. Thalia's raw energy swirled around him and as it disappeared he briefly looked like the present Doctor. He smiled, stared into Thalia's shocked face, and said, "I'm the Doctor."

Thalia screamed in anger and pushed the New Doctor away. Once out of Thalia's magical grasp, he reverted back to his original form. Thalia couldn't control her raw energy any longer. She let it all out with one last minor explosion. The Doctors, Twilight, Derpy, and Opal were knocked back. The Doctor watched as the vortex manipulator on Thalia's hoof began to activate. There was a bright flash of light and Thalia was gone. Instantly, the giant dolls surrounding the town disintegrated into mounds of rags and dust. The roars of confused animals echoed through the town as the once-possessed animals ran back into the Everfree Forest.

"What happened to Thalia?" Derpy asked weakly.

"She disappeared back into the time stream. We'll come across her again soon, no doubt," sighed the Doctor. His body still ached and the visions still haunted him. What did they mean? Were they meaningless like the visions created by the Foggy Abyss...or were they Thalia's memories, predictions of events to come? If they were Thalia's memories, and thus being the Doctor's future, he wasn't looking forward to it very much.

"Are you okay, Doctor?" Opal asked. The Doctor turned back to his future companion and smiled.

"Yes. I've saved my friends and this town. I'll run into Thalia again but at least I was able to stop her this time."

"You'll always stop her, Doctor," said Twilight.

"We'll always stop her," said Derpy as she wrapped one hoof around the Doctor and another hoof around Twilight. The Doctor looked at Twilight, Derpy, his future self, and Opal and smiled. The worst was over...for now.

Off Again

Chapter 8: Off Again

Outside the Home of Twilight Sparkle, Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

The Doctor had gone from a suspected kidnapper to a town hero in less than a period of 24 hours. The Doctor personally thought that this was a pretty good reputation change. That evening, Pinkie Pie threw a huge town party in celebration of their victory. The town repairs had already begun, the wounded were being tended to, and the ponies that Thalia kidnapped, along with Zecora, were returned to their homes in one piece. Caroze reunited with his sister at the celebration party and went on to describe to her what he and the others had done. The New Doctor disappeared right before the big ceremony that honored the present Doctor, Twilight, Derpy, Opal, and the others for their help in defeating Thalia and her army. It wasn't until late that night that the Doctor and Twilight headed back to the library. They were accompanied by Spike and Opal.

"Thanks for letting me stay in your home for the night, Twilight," said Opal as they approached the library.

"Really, it's no problem at all," Twilight replied. "I was able to mend the damaged roof quickly with some help from the future Doctor."

"Speaking of my future self, where has he run off to?" the Doctor asked. Twilight, Spike, and Opal looked amongst each other awkwardly.

"I haven't seen him since the start of the party," Spike replied. Everypony came to a halt as they realized that the lights in Twilight's home were on. "Is somepony in the library?"

Just then, the door leading into the library opened and out walked the New Doctor. He smiled and said, "Did I worry you? I'm sorry. I was busy finishing up the rest of the minor repairs that we didn't get to earlier."

"Thank you, New Doctor," Twilight replied with a sincere smile. It was then that her eyes drifted towards the TARDIS standing next to the library. "I take it that's your TARDIS."

"Correct! You should be happy to know that both my TARDIS and your TARDIS are open and ready for use once again!"

"You're leaving, aren't you?" Opal asked. Everypony fell silent. The New Doctor continued smiling as he nodded in response.

"Yes, Opal. It's time for me to get back to my own period in time. I have...somepony waiting for me."

"I see that you've gotten yourself a super special somepony!" said Spike with a teasing grin as he turned between the future Doctor and the present Doctor.

"Is that true?" asked the Doctor. Twilight looked at the Doctor and could see that he desperately wanted to smile...but he was holding it back for some reason. She then looked back at the New Doctor to see that he was looking at her; that same, warm smile was still on his face. Twilight wanted to ask the New Doctor a question that was burning at the back of her mind but she decided that it was best not to ask, especially while in front of the present Doctor.

"Is it true? You'll have to find out for yourself," replied the New Doctor.

"Right, spoilers."

The Doctor chuckled a bit before letting out a loud sigh. The New Doctor then cleared his throat before saying, "Well I better be off then."

"Why don't you stay for a little while longer?" Twilight asked. "Don't you want to say goodbye to the others?"

"It's all well and good, Twilight. Your Doctor can tell the others goodbye for me. I've had to say goodbye to so many of my friends by this point...I've come to loathe that word."

He looked at Twilight and approached her. He looked like he wanted to cry but, due to either being too stubborn or too careful, he refused to show his true feelings. He came to a stop right in front of her and gave her a quick, soft kiss on the cheek. Twilight wanted to smile and cheer like a little filly but all she could do was raise one of her hooves and touch the part of her face that the New Doctor had kissed. The present Doctor was a bit surprised by the act performed by his future self, Spike rolled his eyes, and Opal smiled happily. Twilight looked deep into the New Doctor's eyes and could just make out the echo of the present Doctor's eyes staring back at her.

"Goodbye...Doctor," Twilight said calmly. The New Doctor smiled and gave a small nod before turning around and walking to his own TARDIS. He clapped his hooves and the doors flew open. Before the New Doctor entered the TARDIS, he turned around and faced the present Doctor.

"Do it. Act upon the idea in your head. You're going to need them. Now more than ever," he said. The Doctor simply nodded in return to his future self as the unicorn that he would eventually become smiled and walked into the future TARDIS, closing the doors behind him. The Doctor, Twilight, Spike, and Opal watched in silence as the TARDIS gave its signature call and disappeared from their current position in time.

Sugar Cube Corner, Ponyville, Equestria, Gaia, Autumn, 1002 C.E.

Derpy sat at the table alone while she slowly munched on her blueberry muffin. She hadn't had a blueberry muffin in a long time and, sadly, it didn't taste as good as she remembered.

"Why the long face, silly filly?!" asked the hyper voice of Pinkie Pie. Derpy nearly jumped out of her seat at the sudden appearance of the pink pony.

"Pinkie Pie! Could you please warn me before you do that next time?! It's the morning and I'm not in the mood to have a heart attack!" she snapped. Pinkie Pie shrunk back. Derpy calmed down and smiled warmly at Pinkie. "I'm sorry. I don't know what's wrong with me this morning. I should be happy, like everypony else. Everypony's alright, the town's still here, and Twilight's back in town after being gone for five months. I should be happy...but I also feel a little bit sad."

"Why is that, Derpy?"

"What's going to happen now?"

"What do you mean?"

"I'm talking about the Doctor. What's going to happen now? His future self disappeared without a trace last night during the party, I can only assume that he went back to his own time, and I'm just thinking about what our Doctor's going to do now."

"He's currently staying at Twilight's. I'm sure he'll stay in town for a while."

"Not likely, Pinkie. Look at him. He's a pony that doesn't like to stay still. He'll head off once again and I'm sure that Twilight's going to go with him."

Pinkie could tell that something was wrong with Derpy. She looked like she was holding back a wave a tears. She carefully edged her way towards the gray pegasus and wrapped her leg around her. She tried to comfort the pegasus by saying, "Derpy, I-"

"I just wish I could see the world!" Derpy stated. A few tears were running down her face. "I've been stuck in this town for Celestia knows how many years and I've done next to nothing with my life! When the Doctor arrived and all this mayhem happened, I actually felt like I could do something! The Doctor gave me the taste of adventure! Now it's all going to disappear! The Doctor's going to leave with his companion and life's going to go back to how it used to be: me being alone and useless!"

"You can't honestly believe that!" stated another voice. Derpy looked to see Applejack and Rainbow Dash approaching her. "Do you really see yourself as alone and useless?"

"I guess I should face it by this point. Who would ever want to befriend clumsy, lazy-eyed, awkward Derpy Hooves?"

"I would!" said Pinkie.

"Me too!" said Applejack.

"You helped the Doctor save me and Twilight and you even tried to fight Thalia head-on! That's guts! I never knew you had stuff like that, Derpy!" said Rainbow with a smirk. The cyan pegasus landed on the other side of Derpy and wrapped her leg around her. "Why don't you try hanging out with Pinkie and me sometime? We're pretty good at finding odd and wacky things to do!"

"You...you'd really want to hang out with me?" Derpy asked.

"Why would we not? I'd say that you've definitely deserved to start hanging out with us!" Pinkie replied. Derpy faced Applejack and Applejack nodded in return.

"Thank...thank you," Derpy said with a smile. The door to the shop opened and in walked Twilight, Spike, Fluttershy, Rarity, and Opal.

"What's going on?" Fluttershy asked as she noticed the small group gathering around the table.

"We're just inviting Derpy to join our group!" Pinkie announced. Derpy looked at Twilight and her smile faltered a bit.

"Hi, Twilight," she said.

"Hello, Derpy," Twilight replied.

"So...when do you leave?"

"Huh?"

"I know the Doctor's leaving soon. You're leaving with him again, aren't you?"

"I...I-"

"It's alright if you do, Twilight," said Spike. "I know you'll come back. Just try not to make me and the others wait five months for you to do so."

Everypony laughed and Twilight gave Spike a quick hug. Suddenly, a familiar sound began emanating from outside. Everypony turned to see the TARDIS materialize in front of the shop. Twilight and Derpy were the first to race out the front door and towards the TARDIS. The doors to the TARDIS opened and out walked the Doctor.

"Good morning, everypony! I'm finally starting to get a grasp of this world's dialect!" said the chestnut stallion.

"Doctor, what's going on?" Twilight asked.

"The next chapter, of course!"

"Next chapter?" Rarity asked.

"Of course! I've been giving it much thought and, upon meeting my future self, the realization has just hit me! There's an entirely new universe out there, waiting to be explored! I'm so excited about exploring it that my hooves are shaking! Look!"

The Doctor presented one of his hooves to the group and they were indeed shaking.

"So you're just leaving? Like that?" Derpy asked.

"Yes and no. I came here to take care of something."

"Let me guess. You came to pick up Twilight and to say goodbye to the rest of us."

Derpy's ears fell and Doctor gave a half nod.

"You're half right."

"What do you mean?"

"I have come to pick up Twilight...that is if she wants to come with me. I know that I just got you home, Twilight, and I would hate to take you away again."

"Would you be able to bring me back on time?"

"I promise to return you back to your time within a time span of five minutes following your departure!"

"Then...I accept!"

"Brilliant! Now what about the rest of you?"

Everypony fell silent. Could the Doctor really be suggesting what they were thinking he was?

Opal knew the answer was obvious but she had to ask the question anyway. She asked, "What do you mean by that, exactly?"

"I mean that I'm asking all of you if you want to come with Twilight and I. The TARDIS has enough room for a group."

"That can fit all of us?" asked Rainbow Dash with a smirk. The Doctor stepped aside and smirked back.

"Want to take a look inside?"

The group shrugged their shoulders and cautiously walked through the TARDIS doors.

The only ones not amazed by the interior of the TARDIS were the Doctor, Twilight, and Opal.

Rarity said, "It's bigger on the inside-"

"Than it is on the outside!" Derpy finished. The Doctor, Twilight, and Opal chuckled a bit upon seeing their reactions.

"Same reaction every time," the Doctor sighed as he shook his head. "I swear, the more time I spend with you ponies the more I think of humans. Personality-wise, you're certainly not that different from each other."

"All of this...is inside that little, blue box?" Spike asked.

"Pretty much," Twilight replied.

"Maybe stuff like this can explain that forest I found in that wardrobe that one time," said Pinkie Pie.

"What?" asked Rainbow Dash.

"Forest in a wardrobe. It sure surprised me when I found out that not everypony's wardrobe had a forest inside of it. I tried to prove it but then the wardrobe burned down and-"

Pinkie Pie fell silent as her eyes fell on the controls.

"What do those do?!" she asked as she bounded towards the controls. The Doctor quickly stepped into her path and kindly pushed her away from the controls.

"No touching the controls, Pinkie Pie. I already had a Dalek screw up the TARDIS earlier and that's a particular event I do not want to press the rewind button on!" he said. Pinkie's ears fell a bit but she quickly got over it as she noticed a nearby hallway. She ran down the hallway and disappeared.

"Pinkie Pie!" Rainbow called.

"Don't worry. That just leads to the swimming pool. I don't think she can do much harm there."

"You don't know Pinkie Pie like I do!"

Rainbow then sped off after the pink pony. The Doctor turned towards the other ponies and beckoned them to give him their answers.

"Ah...ah would love to come along!" Applejack replied.

"This is the chance of a lifetime! I would be a fool to turn it down!" said Rarity.

"I bet there's lots of animals out there that I could help," Fluttershy responded.

"I bet there's lots of jewels to munch on!" said Spike with a hungry glare.

"I'D LOVE TO!" cried Derpy as she wrapped herself around the Doctor.

"Derpy! You're crushing my surprisingly-fragile pony body!" the Doctor choked. Derpy let the Doctor go and stepped back, a wide smile was plastered on her face. Rainbow emerged from the hallway and she was followed by a drenched Pinkie Pie.

"Are we giving our answers now? I'm definitely coming! This ship is like twenty degrees of cool and beyond!" Rainbow replied.

"The pool is amazing!" Pinkie complimented.

"Thank you...should I consider that as a yes on your part as well?" the Doctor asked. Pinkie nodded happily, spraying a stream of water onto Rainbow and the other ponies.

"Pinkie!" cried Rarity.

"Sorry!" said the pink pony as she began drying off her mane. The Doctor smiled as he turned to face Opal.

"And you, Opal?" he asked. Opal looked at the Doctor and then towards Twilight, Derpy, Spike, and the others. They all had happy and adventurous looks on her faces. That old feeling was coming back. The feeling of adventure. The feeling of anticipation. The feeling of...running.

Opal turned to the Doctor and calmly said, "No."

Pinkie spat a stream of pool water into Rainbow's face. The Doctor's smile vanished and was replaced by a look of understanding and confusion.

"Don't you want to travel with us?" Fluttershy asked.

"Is something wrong?" Derpy asked.

"Nothing's wrong. Honestly, I do want to travel with you all. You're all amazing ponies and I've loved working alongside you again, Doctor. But the thing is...I can't do this again," Opal replied.

"How could you turn down something as amazing as traveling with the Doctor?"

"Traveling with the Doctor is an amazing experience. I encourage all of your choices one hundred percent. I'm happy that you've invited me along, Doctor, but I just can't accept your offer. Back when I first met you, I was on the brink of uncertainty. Then, when we reunited, I was quick to take up your offer to travel with you. We had many wonderful adventures Doctor, and you've yet to live them. I cherish those memories with all my heart and soul...but I can't go back. I've got a life now. I have a husband and two children waiting for me back in Canterlot and I've got a job. I'm not the unsure, adventurous, desperate 21-year-old that you're going to meet. I've grown up. I've seen the wonders of this world and lands beyond. As much as I would love to say yes and go off with you all...I just can't bring myself to do so. Thank you, Doctor. Thank you, everypony. But now's the time that I say goodbye to you all."

"We'll see each other again soon, right?" asked Pinkie Pie.

"I know the Doctor will certainly see me again. Will you all ever see me again? I guess time will tell."

Opal looked to see that everypony now had disappointed faces. She hadn't known them for that long but she already felt a strong connection to them and she could tell that they felt a connection to her. All because of that one stallion. That wonderful, amazing stallion. Opal proceeded to hug Twilight, Derpy, Spike, Applejack, Fluttershy, Rarity, Rainbow Dash, and Pinkie Pie in that order. Pinkie Pie came back for second hug which Opal accepted. Opal then proceeded to hug the Doctor tightly. She could feel tears running down her own face but she didn't want to focus on her sadness. She drew her muzzle close to the Doctor's ear and whispered, "Cherish them, Doctor. Cherish them all...cherish them both."

The Doctor looked over Opal's shoulder to see that Twilight and Derpy were standing right behind her. Their eyes looked saddened, confused, and happy all at the same time. Opal finally backed away from the Doctor and walked through the TARDIS doors. As she closed the doors, she could hear the voices of the Doctor and his new companions discussing their next destination.

"So where should we go off to next?" asked the Doctor.

"The past?" Applejack asked.

"A planet with lots of friendly creatures," Fluttershy suggested.

"Why don't we let Derpy decide?" Twilight asked.

"Really?" Derpy asked.

"I'm fine with that," said Spike. Opal heard sounds of agreement.

"Okay, Derpy Hooves. Where should we go?" asked the Doctor.

"Hmm...how about...the distant future?" she suggested.

"Excellent! Which year?"

"I don't know."

"Just pick a random year! It's alright!"

"How about...4376 C.E.?"

"Okay then! To 4376 C.E. we go!"

Opal heard excited cheers as she finally shut the doors behind her. She turned around to see two zebras running towards her.

"What's going on?" Caroze asked.

"My brother has told me about what you and the others have done. I just wanted to thank you all and go rest under the sun," Zecora said. Opal was about to respond when the TARDIS began to slowly dematerialize.

Caroze stared at the TARDIS and asked, "What's happening?"

"The Doctor's leaving...along with his new companions," Opal replied. Opal, Caroze, and Zecora stood in silence as the TARDIS dematerialized completely, its call echoing throughout the cool, autumn air.

To be continued...