Doctor Whooves: Adventures in Equestria

Chapters

Through The Everfree!
Off to Ponyville!
Into The Sky!
Secret of The Factory!

Through The Everfree!

"You'll never get away with this, Davros!" said The Doctor weakly.

"Oh, but it seems I already have, Doctor," said Davros with a grin. "Daleks, bring me his TARDIS!"

"No, really," said The Doctor as he slowly got up. "You won't get away with this,"

"Oh?" Davros questioned. "And why is that?"

"If there's one thing I learned in all the things I've gotten into," said The Doctor with a sly grin, "it's how to run!" he pulled out his Sonic Screwdriver, turning it on, thus making the TARDIS materialize around him. "Have you really gotten so daft as to give me a straight shot to point my screwdriver through the TARDIS door?" he asked rhetorically.

"Oh, and by the way," he said opening the TARDIS doors, "I've taken the liberty of upgrading your control panel," he stated before leaving. "You have about 30 seconds before the ship self-destructs, Goodbye!"

"Hmm, I can't help but think that was a little too ea-" he said before being interrupted by a large crash. "WOaaahhh, this isn't suppose to happen!" he screamed as the Cloister Bell began to play. "We're going into emergency lan- Oh, right, no one else here..." he said glumly before hearing another crash against the TARDIS.

With that, he felt a large pain in his left heart. "Nnnnggghhhaaaahh!!!!" he immediately shrieked. "I thought I'd... be OK when the... Dalek shot me..." he said between breaths. "I guess it was... more powerful... than I estimated..." he pointed out disappointingly. "Well, dear... Here we go again..." he commented as the regeneration process started taking its course.

With large crashes and sparks emitting from the TARDIS console, he began to take on his new form, only to be rudely interrupted. Due to his current state, he wasn't able to acknowledge the large bang that came from somewhere on the outside of the TARDIS.

On a small flat-screen display on the console, it showed that they were no longer in the time vortex, yet the clock still continued to go backwards.

Meanwhile, The Doctor's regeneration was still mid light-show, however instead of the normal golden-yellow glow that would fill the room, it consisted of the brightest of all colors. He could have been blinded if he wasn't already regenerating.

Upon his outward physical form done changing, the TARDIS landed in a rough fashion which flung him out the door. (Being so close to the doors already.) Although, he didn't simply roll out onto the ground; He instead began to fall what seemed like several thousand feet, from what looked like... cloud level?

He decided to worry about that later, given his current situation. With about 100 feet left between him and what he deemed to be a forest. He closed his eyes, awaiting a large amount of pain to strike him. However, as he closed his eyes, he felt something fuzzy grab on to him as he, while still falling very fast, began to slow down in the air.

Not long afterward, he felt himself, and whatever was latched onto him, fall through the thick canopy of the forest, onto the ground. Moments later, he slowly and painfully managed to raise his head to get a look at his furry attempted-savior. It seemed to be equine, though unlike anything he'd ever seen. It was a grey specimen, with a blonde mane and tail, hair that looked more like a human's than a horse's, an abnormally large cranium, a very small muzzle, hooves that seemed to be covered in fur as the rest of it was, a mark of seven bubbles on its flank, ears that were slightly larger than normal, eyes that he could tell were big (regardless of them being currently closed) by the size of its eyelids, and... wings?

The creature got up after a few seconds of rustling, and became aware of its surroundings. It eventually turned around to see him lying on the ground simply looking at it. It came up closer with an expression of worry, and exclaimed "Oh my gosh!! Are you OK, mister?! Are you hurt?"

Apparently it could talk, and judging by the voice, it was female. "Nothing that can't be quickly healed, my dear!" said The Doctor as his wounds tended to themselves within a matter of seconds. (Given that he was still regenerating.)

"Woooaaaahhhh... H-how did you do that?" she questioned. "You're not a unicorn..."

"Unircorn?" he asked in a confused way. "Why would I be a unicoWOOOAAHHH!" he yelped trying to get up on his legs, which only failed and led to him bluntly falling on his back.

"You OK?" she asked.

"Balance is a bit off... Wait a minute..." he said as his hand came into view, or I should say, as it didn't come into view. "I... no longer have hands?..."

She gave him a strange look. "Hands?" she asked. "Were you carrying parts of a clock before?"

"No, no." he answered. "I mean at the ends of my arms... I used to have hands there..." he stated in a curious manner.

She gave him a strange look, trying to imagine a pony with the hands of a clock instead of hooves. "That sounds really uncomfortable... How would you walk around if you were part clock?"

It was now his turn to give an obscure look. "D-do you by chance have a mirror I could borrow?"

"Uhh, I think so... Let me check in my saddle bag..." she said while reaching her face into a brown bag on the ground. "Gfot itt!" she announced upon finding a small mirror in her bag. She then walked t'words him with a small open mirror in her mouth which she then used to show him his face.

"Oh, dear..." he commented. "It seems I've regenerated very differently this time..."

He then observed the rest of his body. (Mostly his limbs so that he could observe the shapes and joints of his appendages to figure out how they operated.) He then proceeded to slowly and carefully get up, (Sure to use all four limbs this time around.) and began to slowly and carefully pace around and get used to his new form.

She spit out the mirror. "Is something wrong?" she asked. "You look like you're trying to walk for the first time... Should we get you to a hospital?"

"I'm afraid I am walking for the first time, you could say... And n-no, that won't be necessary," he replied. "Well... It seems like we're in some sort of wooded area." he stated. "Do you by chance know where we are?" he questioned.

"Oh, we're in the Everfree Forest!"

She then observed that he was an earth pony and not a Pegasus, thus giving her an expression of disappointment. "Looks like we'll have to walk out, since you don't have wings." she then pointed her hoof at his side.

"Alright, then!" he whimsically replied. "Hey, since you do have wings, can you take a look above the canopy and lead us to the nearest form of civilization?" he asked.

"O-oh, um, sure..." she then flew up and spotted the nearest town. "Looks like the nearest place is Ponyville, but I'll have to make a stop first."

"Oh?" he wondered. "Why is that?"

"Well, I'm a Mailmare, and the reason I was flying over here in the first place was to deliver a letter to Zecora." she told him. "Though, going to Ponyville and getting help does sound more important, I'm not at a good standing point in my job right now to miss a delivery." she explained. "That wouldn't be too much trouble, w-would it?"

"Not at all," he told her.

"Great, thank you so much!" she said in a relieved tone. "Zecora's is this way, let's go!"

"Just one moment," he interrupted. "When I fell, I was wearing a coat... It has something I need in it..." he explained. "Ha, There it is!" he announced whilst looking up. "I don't suppose you could get it down from that branch, could you?" he asked.

"Sure, no problemo!" she said, a little louder than intended. She then proceeded to unhook the coat from the branch it was caught on. "It seems a bit big for you, doesn't it?" she pointed out.

"I... lost weight recently," he replied after he tied it around his back with the pockets pointing outwards. "That'll have to do for now, until I can get some more proper attire," he ended.

"Ookay..." she replied.

"By the way, I didn't get your name." he pointed out. "What was it?"

"Oh, my name is Ditzy Doo!" she told. "What about you?"

"I'm The Doctor," he replied with a small grin.

"...I-is that your name?" she asked, giving him an odd look.

"More or less... Now, let's get a move on to this 'Zecora'; I'd like to get back to what I was doing before." he explained. "Lead the way!"

"U-um... Ookay..." she replied as she began leading.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Soooo, what was an Earth Pony like you doing up in Cloudsdale anyway?..." she wondered.

"Hmm? Cloudsda-ngghhh!" he grunted as he tripped.

"Ohmygosh! Are you OK?!" she asked frantically.

"Yes, yes." he replied reassuringly. "Th-this is all completely natur-" he was cut off as a thin cloud of rainbow-colored gas exhaled from his mouth.

"Wh-what is that?..." she asked, not sure what to think.

"That was some of the spare regeneration energy being released to make room for my insides to change..." he informed with an awkward face. "But, something's different... It's acting a bit... Off..." he wondered. "Oh well, I'm sure it's nothing!" he said loudly upon getting up.

"U-uhh... You aren't making sense..." she stated.

"Don't worry, you'll get used to- Hey! What's that over there!?" he yelled before leaping into a pile of bushes.

"D-Doctor!" said Ditzy before she began to follow. "Where are you going!?"

After about five minutes of chasing after the chestnut pony, they both found themselves in a clearing outside of what seemed to be a house carved into a tree with various tribal masks and bottles decorating the outside. "Oh, there's Zecora's house!" she exclaimed. "Guess you found us a shortcut!" she giggled.

"As it would seem... Well! Go ahead and make your delivery, and we can be off!" he stated merrily as he walked up to the door with a grey mare following.

*knock knock knock*

After not much waiting, Zecora opened the door. "Delivery for Zecora!" Ditzy exclaimed.

"Ah, thank you much my dear, for bringing my letter here," Zecora rhymed. "Although, when I look at the condition of my letter, yours does not seem much better." she stated. "Did you have an incident with one of the creatures in the forest?"

"Oh, no. It's nothing like that," Ditzy explained. "I just had a bit of a tumble, that's all."

"Hmm, then I wish you the best of luck on your way ou-" she stopped mid-sentence as her eyes moved to The Doctor. "Your eyes show great wisdom and age your body seems to lack," she stated. "I see greatness in you, brown one, I see that you are of great importance, higher than I have ever seen from ponykind," she told.

"Is that so?" The Doctor remarked. "In that case, I'll keep watchful," he said. "It was nice meeting you, Zecora, but I'm afraid we must be off... Let's go, Ditz," he said.

"O-oh, um, OK..." she followed. "Bye Zecora, have a nice day!" she waved.

"I wish the same to you, my ponies," she said before re-entering her home.

"What was that about, Doctor?" Ditzy asked, confused about what had just happened.

"Hmm?" he asked as he was not paying much attention. "Oh, It's nothing, don't worry about it," he said plainly.

"Okay, if you say soOOAHHH!!!" she screamed as something came out of the bushes and leaped at them.

"AH!" The Doctor quickly yelped before checking that Ditzy was unharmed. "Are you OK!?"

"Yeah, but don't worry about me, look!" she exclaimed pointing her hoof at what had attempted to pounce them.

"Wh-what in the world is that?!" he questioned loudly.

"It's... It's a Timberwolf!!"

Author's Note

Holy mother of Cliffhangers! LOL! OK, so I just wanted to point out a few things before you go and tell me how bad this is.

This is the first chapter of my first fiction, so of course it's gonna suck.
I am aware that I could have done the Davros scene a little better, but remember, first fic.
Sorry I couldn't get in as many rhymes as you may have liked for Zecora. I'm TERRIBLE at making up rhymes.
Sorry about any grammatical errors. I did my best to keep track of them, but I probably missed some in there.

Please tell me what you think! I know, it's not that good, but is it at least OK for a newbie? I plan on continuing this when I get in a creative mood, but that comes at random, soooo. Yeah. Please tell me what you think! At the time of me writing this, I have a nasty cold, and have nothing better to do.

Off to Ponyville!

"It's... It's a Timberwolf!!" exclaimed Ditzy.

"What's a TimberwoAHHH!" said The Doctor before being interrupted by a third attack.

"RUUUN!" Ditzy yelled as they both dashed away while the wolf followed closely.

"OK... you obviously... know... more than me..." The Doctor said between breaths. "What do you normally do in these situations?!"

"Well... I would... just fly away..." said Ditzy while panting, "but... you don't have wings... we'll have to... lose it... somehow..."

"And how do we do that? asked The Doctor.

"Me?!" exclaimed Ditzy, "How am I supposed to know?!"

"Well you obviously know more about these than I do!" The Doctor remarked.

"Ugh!" Ditzy grunted. "My wings are going to be REALLY sore after this!" she remarked. "Quick, run towards the cliff over there!"

"If you say so!" agreed The Doctor as he turned t'words the nearby cliff.

"Oh, you'd better hope we make it out of this alive!" Ditzy whined. "Hold on tight!" she told upon grabbing hold of the Doctor and diving off the cliff.

"AAAAAAHHHHH!!!" yelled The Doctor. "Ditzy, I hope you know what you're doing!!"

"I hope so too!" replied Ditzy. She then looked up waiting for the Timberwolf to jump off the cliff after them, which it proceeded to do.

Upon noticing the Wolf begin to fall, Ditzy opened her wings, thus making her and The Doctor speedily glide down to a beach near a large river that the Timberwolf fell into.

Upon falling onto the hard ground of the beach, they tumbled about 15 feet letting out various grunting noises. "OoooOOOohhhh..." whined Ditzy. "No more falling for today, I'm surprised I'm still able to feel my wings..."

"Nngghhh," groaned The Doctor, "agreed."

They both proceeded to slowly get up off of the ground. As Ditzy did so, she noticed something off in the distance. "Hey, look!" she pointed her hoof. "That's Ponyville over there!"

"Nnngh!" The Doctor grunted upon stretching his newly shaped spine. "Splendid, looks like about a 5 mile walk." he pointed out. "That'll be a nice break from all this running and falling."

"Hehe, yeah." chuckled Ditzy.

"Well, then!" The Doctor let out. "I understand that you probably have more deliveries to make, so I will let you get to that." he told her. "Thank you for accompanying me in the forest, but I believe you are no longer needed. Have a lovely day!" he said before trotting off to Ponyville's direction.

"Oh, no you don't!" Ditzy replied upon catching up to him. "I'm going to make sure you get home safe. You've almost died two times today, let's not make it a third," said she. "Besides, going to Zecora's was my last delivery for today, and I really don't have anything better to do..."

"Really?" The Doctor wondered. "Most people try to get as far away from me as they can when they meet me..."

"Like I said," Ditzy continued, "You've almost died two times today... You'd be dead if it wasn't for me!"

"Ah, that's right!" The Doctor replied. "I still have yet to thank you for that... Thank you very much for saving me twice, miss Ditzy."

"Heheh, you're welcome Doctor." Ditzy chuckled.

Some Time Later

They both walked in silence until The Doctor decided to speak up. "So, Ditzy," he asked, "I haven't gotten the chance to ask without being interrupted, just what species are you?"

She stopped, giving him a very confused look. "What's that supposed to mean?"

"Well, I can tell you're equine, given the shape of your spine," The Doctor continued, "but I can't seem to put my fing- ...er hoof on just what kind of equine you are."

"D-Doctor, you're not making any sense..." said Ditzy. "Shouldn't you know?"

"It wouldn't be the first time you knew something I didn't," replied The Doctor.

"P-Pony... We're both Ponies," Ditzy replied giving an obscure glare.

The Doctor stopped, dead in his tracks. "...Well, that can't be right..."

"OK, no offence, but just how stupid are you?" asked Ditzy bluntly.

"Oi!" replied The Doctor defensively. "I'm not stupid!"

"Well, sorry," Ditzy replied, "but you didn't even know what species you are!"

The Doctor, once again, stopped and looked at Ditzy. "The first one hundred digits of PI are 3.1415926535897932384626433832795028841971693993751058209749445923078164062862089986280348253421170679," said The Doctor. "I can keep going if you like," he grinned.

Ditzy stared blankly trying to process this information. "B-but... That's... Correct!" she blurted. "I have a 3 year college degree in Mathematics, so I know that's correct... How do you know that, but not your own species?!"

"Hmm?" The Doctor questioned. "I know my species, but not yours," he replied.

"Wh-Wha-" said Ditzy before The Doctor interrupted.

"Hey, look!" The Doctor shouted. "We're here!" he yelled before dashing off into the streets of Ponyville.

"H-hey, come back!" yelled Ditzy before following him.

"D-Doctor, why... did you run... away like that?!" said Ditzy between breaths.

"Look, Ditzy!" shouted The Doctor. "Everywhere! Ponies of all colors! Green, red, blue, orange, purple, white, yellow..." he trailed off.

"That's what's got you so worked up?!" Ditzy exclaimed. "That's how it's always been, Doctor..."

"Oh, my god! This is brilliant!" shouted The Doctor. "I've never seen anything like it!"

"If he's not stupid, he's probably just crazy..." Ditzy said under her breath. Before she had the chance to speak up again, they both heard a loud rumbling noise. "Ehehehe..." she said embarrassingly. "I guess it's lunch time, I was going to eat at a new bakery that just opened up in town, wanna come?" she offered before realizing how it sounded. "I-I have been wanting to go with a friend, but I haven't gotten the chance. But I hear their muffins are really good! Wanna come?"

"Sure, if it's not any trouble," said The Doctor. "I could go for a muffin. Lead the way, Ditzy!"

At The Bakery

"And what can I get you two today?" asked the waiter.

"One blueberry muffin for me, please!" said Ditzy.

"One blueberry muffin," said the waiter as he wrote on his notepad. "And how about you, sir?" he asked turning to The Doctor.

"I'll have a poppy seed muffin, thank you," replied The Doctor.

"And one poppy seed..." said the waiter as he, once again, wrote in his notebook. "Will that be all for today?"

"Yup!" replied Ditzy

"Alrighty, your orders will be with you shortly," said the waiter as he left to take more orders.

"Sooo," began The Doctor, "What planet is this? I've never heard of a planet with equines as the dominant species..."

"D-did you hit your head when we fell?" Ditzy asked cautiously. "Are you sure you don't need to go to the hospital?!"

Hmm, I guess they haven't made intercelestia contact yet... thought The Doctor. "No, I'm fine." he reassured. "I'm just a bit of an oddball, I guess. Anyway, what planet is this?"

Oddball doesn't even begin to describe it... thought Ditzy. "Earth... It's Earth..."

"Earth?" gasped The Doctor. He then reached into the pocket of his coat, to reveal his sonic screwdriver.

"What is that thing?" asked Ditzy.

The Doctor only ignored her. Pointing the sonic upwards, he pressed down on the button with his teeth, then put it on the table where he used his hoof to slide the top part up. "Oh, dear..." sighed The Doctor as his ears instinctively went down.

"What? What's wrong, Doctor?" asked Ditzy.

"It... It seems I've traveled through the void to this universe..." sighed The Doctor.

"Doctor, you're not making sense again..." said Ditzy.

"Ditzy, there's something you should know..." said The Doctor quietly.

"What is it, Doctor?..." said Ditzy softly.

"I'm not a normal pony..."

"I think I've already established that, Doctor," Ditzy said smugly.

"Ditzy, I'm being serious!" The Doctor quietly exclaimed.

"Oookkaayyy, then what do you mean?" asked Ditzy.

The Doctor turned his head to make sure nopony was watching. "I'm an alien," he said softly.

"BWAHAHAHAHAHHAHAHAAHHAHAHHAHAHAHAHHAHAHAHA!!!!" screamed Ditzy as she fell back in her seat laughing, gaining her a few obscure looks from other ponies in the bakery.

"D-Ditzy," said The Doctor.

"Oh, myehehehhg-gosh, you actually had me going there! Hmhmhmhm..." said Ditzy while chuckling.

"Ditzy," said The Doctor, "I'm being serious."

"Sorry, Doctor," said Ditzy, "I'm not dumb, aliens aren't real."

"Ugh," sighed The Doctor, "Give me your hooves."

"Wha- Ew! No! Doctor, what's wrong with..." Ditzy squealed as The Doctor grabbed her hooves and put them on both sides of his chest. "You..." after having her hooves on his chest for a few seconds, she quickly pulled them away in a shocked manner.

"D-Doctor?" Ditzy asked. "W-why was your heart beating on both sides?..."

"Because," The Doctor paused, "I'm not from this world... This universe, in fact..."

"O-oookaayyy..." said Ditzy slowly. "Even if you were an alien, which I'm not saying you are, how did you get here?"

"There was a malfunction in my, er... space... ship, that ripped through the fabric of my universe, and sent me into this one."

Ditzy paused, attempting to process this new information before she was interrupted by the arrival of their muffins. "One poppy seed muffin, and one blueberry muffin for the happy couple," said the waiter as he provided the food.

"Thank yo- wait... Couple?!" Ditzy questioned. "S-sir, we're not, um, together... We-we're just friends!"

"Y-yes, we're just having a friendly meal together!" The Doctor quickly replied.

"Alright, if you say so..." chuckled the waiter as he left.

Both The Doctor and Ditzy finished their muffins in silence, avoiding eye contact, given the awkward atmosphere the waiter had so kindly provided for them.

Into The Sky!

"I can't believe you didn't have money on you," said Ditzy as she exited the bakery and began walking down the street. "That waiter already thought we were dating, and now he thinks we're dating AND I pay for meals!"

"Well it's not like we are dating," replied The Doctor, "Besides, I don't know anything about your currency, let alone have any of my own. Don't you remember? I'm not actually a pony?"

"Whether we're dating or not, that looks really bad!" replied Ditzy defensively. "And I still don't believe you about that."

"Wha- but you felt my hearts!" The Doctor shot back.

Ditzy shivered a little upon hearing the word 'hearts'. "Ugh, though that is... Odd..." said Ditzy. "It doesn't prove you're an alien."

"Ugh..." The Doctor grunted. "Fine, I'm sorry you had to pay. Now, can we please just drop the subject?"

"Hm. Fine," replied Ditzy. "But only if you tell me what you were doing in Cloudsdale."

"Cloudsdale?..." The Doctor questioned.

Ditzy stopped as she began getting irritated. "Grrrr!" she roared. "You know what? Fine. I'll play dumb with you since it sounds a lot easier. Yes, Cloudsdale. The city made of clouds."

"Wait a tick," The Doctor interrupted. "You mean to tell me that you have a city made of clouds?!"

"Mmhmm," said Ditzy irately.

"Well that's brilliant!" shouted The Doctor. "How did you manage that!?"

"Ugh," sighed Ditzy. "Pegasi can move clouds. How else would we have a stable weather system? It's not like they can move on their own or anything."

"Really?" The Doctor asked curiously. "Back where I come from that's exactly what they do..."

"You know," said Ditzy, "It's really hard to play dumb with you when you don't make any sense."

"What?" said The Doctor. "Clouds are just water vapor. They just blow in the wind collecting more vapor as they go along, and release some when there's too much."

"Oookayyy..." said Ditzy. "Then how do you manage a stable weather system?"

"Nature always finds a way, doesn't it?"

"Ugh, whatever," said Ditzy.

"Anyway," continued The Doctor, "I need to get back up into Cloudsdale so I can get back to the TARDIS... "

"The, what?" Ditzy asked obscurely.

"The TARDIS," replied The Doctor.

"What's a 'TARDIS'?" asked Ditzy.

"It's me, er... SpaceShip," said The Doctor.

"Oookayy..." said Ditzy. "Well how do you plan on getting up there?"

"Don't you have some sort of system to allow non-pegasi up?" asked The Doctor.

"W-well, we would if that were possible," said Ditzy.

"And why isn't it?"

"Only pegasi can physically interact with clouds," continued Ditzy, "Earth ponies and unicorns would just fall right through them..."

"Well, that's interesting..." said The Doctor. "Do you have any solutions?"

"Hmmm..." Ditzy trailed off. "There is one pony that may be able to help us..."

"And who might that be?" asked The Doctor.

"It's a unicorn pony named Twilight Sparkle," said Ditzy. "She's reaaally good at magic, she may be able to help."

"Perfect!" exclaimed The Doctor. "Where do we find this 'Midnight Twinkle'?"

"I'll only tell you on one condition," said Ditzy. "And, her name is 'Twilight Sparkle'."

"Wh-what do you mean?..." asked The Doctor.

"Well, started Ditzy, "For all I know, you could just be some crazy two hearted Earth Pony who wants to visit Cloudsdale for some random reason. And... Twilight doesn't like being bothered. She's kind of a book-worm, I only know her because I sometimes deliver her books. She wouldn't be very happy with me if I bothered her for something so small."

"Alllright..." said The Doctor. "What's your condition, then?"

Ditzy stopped and turned towards The Doctor. "You have to show me your space ship!" she announced. "If you can do that, then I'll believe you."

"Hmm, seems fair enough, I suppose," said The Doctor. "Alright, Ditzy! We have a deal! Now, where does Twilight live?"

*Knock Knock Knock*

"Ugh, Spike, can you finish packing while I get the door?" asked Twlight.

"Sure thing, Twi," replied Spike.

"Hello, how may I hel- Oh, hi, Derpy!" said Twilight upon opening the door.

Ditzy's expression grew slightly displeased upon hearing the name 'Derpy'. "Hi, Twilight," said Ditzy. "I was wondering, if you're not busy, do you know any spells that can give my friend here wings?"

"Why do you ask?..." said Twilight curiously.

"He needs to get into Cloudsdale..." replied Ditzy. "It's... kind of urgent..."

"Hmmm..." Twilight contemplated. "Alright, I'll do it. But only because you always get my books here so quickly."

Ditzy grinned at this. "Oh, thank you, Twilight!"

"No problem," said Twilight, "Anything for a friend!" She then turned towards The Doctor, tilted her head down slightly, and shut her eyes as her horn began to glow.

Starting from the hooves up, a blue shell began to wrap itself around The Doctor. There was then a large, but brief, flash of light as the shell began to fade, revealing a brown Pegasus.

"Oh, I'm so glad it worked!" said Twilight excitedly. "Earlier today, my friend also needed a set of wings, and they ended up as giant butterfly wings instead of Pegasus wings."

"That's..." said The Doctor, only half acknowledging Twilight while he observed his new parts. "Interesting..."

"Anyway," said Twilight, "The wings will only last about 6 hours, in the meantime, you'll be able to fly and walk on clouds. Will that suit your needs?"

"Oh, that's perfect!" replied Ditzy. "Well, time's a wastin! Thanks again Twilight, but we'd better be off."

"No problem, Derpy," replied Twilight as she emphasized 'Derpy'. "Bye!"

Shortly After

"Ditzy?..." asked The Doctor. "Why did Twilight call you 'Derpy'?"

"Ugh, I'd rather not talk about it," replied Ditzy.

"Come on!" said The Doctor. "You can tell me! I promise I won't laugh!"

Ditzy sighed. "It's a stupid nickname ponies have been calling me by ever since I was a filly in school."

"Oh, dear..." said The Doctor. "Why do they call you that?"

Ditzy stopped and glared at The Doctor. "Don't tell me you haven't noticed!"

"I'm... afraid I haven't..." replied The Doctor sheepishly.

"So you haven't noticed my eyes even once since we met?" Ditzy said bluntly.

"Wait, that's why they gave you the nickname?" asked The Doctor. "Hardly seems like a reason to be so rude, if you ask me..."

"Th-there's Cloudsdale..." Ditzy pointed. "We should get flying, do you need help?..."

"Nah, it wouldn't be the first time I've had wings," replied The Doctor. "Just go a bit slowly for me, will you?" He finished as he slowly and shakily ascended off of the ground.

"S-sure..." said Ditzy

"Aaassssss I was saying..." continued The Doctor. "That seems like hardly a reason to be so mean, is that the only reason they are so rude to you?"

"W-well, it also affects my depth perception," continued Ditzy, "So I'm kind of clumsy sometimes... B-but I've gotten a lot better since I was little!"

"I can agree with you there," said The Doctor, "From what I've seen, your coordination is just fine."

"Heheh, thanks..." said Ditzy as she blushed a little. " O-oh! Look, we're here!"

"Splendid!" The Doctor exclaimed. "Hmm, now where is the TAR- woah... Ditzy, what's that large building over there?"

"Oh, that's the Rainbow Factory!" replied Ditzy. "That's where they manufacture the rainbows for after storms!"

"Why are there guards in front of it?..." asked The Doctor.

"Oh, that's because they only let staff in," said Ditzy. "They use a secret recipe to give the rainbows just the right colors. They're really careful not to let anypony else in."

"Hmm, interesting..."

Secret of The Factory!

"Hmm, interesting..." said The Doctor, near entering deep thought as he stared at the factory.

"Is something wrong, Doctor?" asked Ditzy.

"Huh?" The Doctor replied as he snapped back into reality. "Oh, I'm sure it's nothing. Let's fly up and find the TARDIS, shall we?" The Doctor avoided her question, but still wondered in the back of his mind, just why this factory was so intent on keeping its secrets.

"I-if you say so... What does it look like?"

"It's a tall blue box," he explained, "It has a small lantern on the very top, and at the highest point on all sides there is writing that reads 'POLICE PUBLIC CALL BOX'. Although, you probably won’t be of much use finding it, given the perception filter…”

"... What?" Ditzy asked expecting a better description as she tried to picture what he was describing.

"HA!" The Doctor shouted. "There it is!" The Doctor rushed down to the TARDIS, still a bit flimsy with his new appendages. He was happy to have found his old ‘wife’ again, and didn’t hesitate the instant he noticed her.

"D-Doctor, Wait for me!"

The Doctor landed next to the TARDIS and began examining it. "Hmm, something's wrong..." He thought aloud.

"Doctor..." Ditzy panted. "Don't... Go… So fast..."

"Hmm?" said The Doctor, only half acknowledging her as he put his ear up to the TARDIS door, tapped the side-panels a few times, and licked the door handle. "Oh, sorry..."

“Ew…” Ditzy commented, slightly grossed out at his actions. "Sooo, this is your ship? It looks kind of small, how do you manage fitting inside?" She tilted her head around the corner to confirm the ship’s size.

The Doctor grinned slightly upon hearing this. "Oh, you'll like this bit, Ditzy," he replied as he pulled a key from his coat, and unlocked the door. "Go on, take a peek inside."

"Oookaayyyy..." said Ditzy as she poked her head through the door. "EEP!" she yelped, gaining a chuckle from The Doctor. "H-how did you do that?!"

"Ahhh, science, Ditzy," said The Doctor contently, "Science." The Doctor then entered the TARDIS. "So, do you believe me now?"

"Hmm," said Ditzy, "If it's a spaceship, then it can fly, right?"

"It can fly, or disappear then reappear," replied The Doctor.

"In that case, make it fly," said Ditzy.

"Hmm," said The Doctor as he examined the TARDIS console. "I'm afraid she's not going anywhere..."

"Why not?..." asked Ditzy.

"She has been stubborn in the past," replied The Doctor, " but she's purposely forcing herself to stay locked on to this exact spot..."

"W-wait, it's..." said Ditzy. "Alive?"

The Doctor slightly turned his head, mostly paying attention to the TARDIS. "Yeah..."

"W-well, why does it- er..." said Ditzy, catching herself, "She want to stay here so badly?"

"I can't say for sure," said The Doctor, "But I do have one theory..."

"What is it?" asked Ditzy.

"The Rainbow Factory," replied The Doctor.

"What?" asked Ditzy obscurely. "What does the Rainbow Factory have to do with anything?"

"Think about it," explained The Doctor, "What secret recipe could be so important that they don't let anypony in?"

"Well, I don't know..." replied Ditzy. "I guess I never really thought of it that way..."

"Exactly!" announced The Doctor. "But if it were anything else in that situation, there would be theories, and conspiracies, and ponies trying to break in, right?"

"Th-that would make sense..." said Ditzy. "But, Doctor, why haven't ponies thought about this before?"

"Because they, whoever owns that factory, is using a perception filter!" shouted The Doctor enthusiastically.

"What's a 'perception filter'?" Ditzy wondered curiously.

"It's a filter," began The Doctor, "It alters the importance of something or someone in your self-conscious. It doesn't make it invisible, but it makes it seem less important, therefore preventing any unwanted second thoughts."

"And why haven't I heard of a perception filter before?" asked Ditzy.

The Doctor thought for a few seconds. "...Because it's out of date..."

"And what's that supposed to mean?" asked Ditzy.

"It means it's out of date..." The Doctor repeated. "You're not technologically advanced enough to have these... So that only leaves one explanation..."

"W-which is?..." Ditzy wondered.

The Doctor turned towards Ditzy, looking her in the eye. "It means I'm not the only alien here."

"S-so what do we do?" asked Ditzy.

"Well," The Doctor started, "We find out what it is, and put a stop to it!"

"Yay!" Ditzy cheered.

"But first..." interrupted The Doctor.

"What?" asked Ditzy.

"First, I need some decent cloths," The Doctor replied.

"Uh, w-what?..." Ditzy deadpanned.

"Well I don't have pockets as a pony," replied The Doctor, "And I'd much rather wear something that fits instead of this old coat."

"Um, okaay..." said Ditzy.

"And I believe..." said The Doctor as he went up a spiral staircase, closely followed by Ditzy. "I have one that just might fit... Ha! There it is!" he said upon pulling out a suit from a long line of cloths. It was a brown suit with yellow pinstripes. He also reached his head into a large bin that was full of various ties. "Ah, there it is!" he said as he pulled out a tie. It was of the same color scheme as the suit, but instead of stripes, it had Gallifreyan writing on it.

"Wow, you sure do have a lot of cloths..." Ditzy commented, whilst looking around the large room filled with various cloths.

"I've been around the block a few times," said The Doctor as he began putting on his suit.

"Uh-huh..." replied Ditzy as she continued looking at all the cloths The Doctor owned.

The Doctor then finished his outfit upon putting his screwdriver in his front pocket, with the back end pointing upwards. "Alrighty, that ought a do nicely," he said. "Come on, then Ditzy! Off to the Rainbow Factory!"

"What?" said Ditzy as she realized what he said. "Oh, c-coming!"

At The Factory

"Alright, be quiet Ditzy," whispered The Doctor, "We don't want any of the guards hearing us."

"So, do you have a plan?" asked Ditzy.

"Sort of..." said The Doctor. "We need some kind of distraction, something big and obvious, something that even they would investiga-AH!" The Doctor's sentence was cut short as a large explosion filled their ears. "Ugh, talk about good timing... Hurry, before the guards come back!"

"D-Doctor, did you see-WOAH!" said Ditzy before she was interrupted by The Doctor grabbing her and running towards the front door of the factory.

Inside The Factory

"I... Don't think... They saw us..." said The Doctor between breaths.

"Doctor!" Ditzy shouted. "Did you see that giant explosion?!"

"I'm afraid not," replied The Doctor, "Why? What was it?"

"I-it was a Sonic Rainboom!" said Ditzy.

"What's that?" asked The Doctor.

"Only one of the coolest flying tricks ever!" exclaimed Ditzy. "It's what happens when a Pegasus flies so fast, that they break the sound barrier! It makes this CRAZY giant rainbow effect! It's only been done once in all of pony history! And I think the counter just went up!!"

"Though that does sound interesting, Ditzy," said The Doctor, "I think we have a more important task at ha- er... hoof..."

"O-oh, right..." said Ditzy. "Sorry."

"Apology accepted," replied The Doctor. "Now, let's investigate this place."

Some Time Later

"Soo," Ditzy started, "What are we looking for, exactly?"

"Some kind of main room of operation," said The Doctor, "The place where all the stuff happens, the place... With a big door with lots of locks!" announced The Doctor as he found just that.

"Yay!" cheered Ditzy. "But, wait... How do we get in?"

"We get in..." began The Doctor as he pulled out his Sonic Screwdriver. "Uving diff!"

"What is that thing?" wondered Ditzy.

"Iff a fonic fcewdivah!" replied The Doctor.

"A... what?" Ditzy asked.

The Doctor then rolled his eyes and temporarily put away his screwdriver. "I said It's called a 'Sonic Screwdriver'."

"Well what does it do?" replied Ditzy.

"Pretty much anything involving machinery and technology," replied The Doctor. "However, I like to use it for opening locks."

"Oh, OK..." said Ditzy.

"It's gonna take me a while to get through this," said The Doctor, "In the meantime, you stand watch so staff doesn't give us trouble."

"Okey dokey!" said Ditzy as she proceeded to do as told.

Five Minutes of Sonicing And Watching Later

"Done!" shouted The Doctor. "Are you ready, Ditzy?"

"Yup" replied Ditzy.

"Alright, let's uncover this my...ster...y..." The Doctor stopped as his eyes went wide upon opening the door. "Ditzy, don't go through this door..."

"What's wrong Doctor?" Ditzy asked curiously. "What are you... EE-" her yelp was cut off by The Doctor's hoof in her mouth. Tears began to well in Ditzy's eyes as she watched what went on behind that door.

The Doctor turned towards Ditzy, looking straight into her eyes. "Ditzy, don't scream, it'll only give away our cover."

Ditzy then nodded in agreement as her breathing quickened and tears began pouring down her face. "W-w-what are th-they doing in th-there?" she asked.

"I think they're making rainbows," said The Doctor. "Ditzy, this is far worse than I imagined. I am going to examine the machine from here, so I can figure out how it works, and disable it. I need you to continue keeping watch, can you do that for me?"

"O-o-okay," Ditzy nodded and proceeded to do so. Ditzy was in deep thought, hoping that they would get through this and stop whoever is running the factory. Given her currently thinking, and having blurred eyes from tears, she wasn't able to notice the pony that grabbed her and put a cloth in in her face.

Ten Minutes Later

"OK, Ditzy," The Doctor began, "I think I know what I have to... do. Damnit, she ran off!" he exclaimed in a whisper. "Ugh, don't they always?" he said under his breath. He then noticed something in the corner of his eye, it was another Pegasus being strapped to the machine, It was Ditzy. The Doctor gasped. "DITZY!" he shouted, gaining the attention of all the workers. "I'M COMING!" with that, The Doctor jumped off the balcony he was on, landed in a pile of corpses, and dashed to Ditzy.

The Doctor ran over what seemed to be hundreds of dead Pegasi in a large bowl. He made a mad jump off the edge, almost keeping his footing when he descended to the floor. He wouldn’t have tripped, had his hooves, and most of his lower body, being covered in blood.

He quickly recovered, sprinting with all his might to the stair case up to the machine. That’s when the guards began to chase him.

Meanwhile, Ditzy was still unconscious, and was being strapped to a pony-sized metal slab. The platform she was on began to rise, which stirred her awake. “H-guh-wha?...” she mumbled. Her eyes widened upon realizing the many knives and sharp objects that were in front of her. She tried to scream, but her voice was barely audible, given there was strap keeping her muzzle shut. She struggled, wanting to be free from the stiff, tight leather straps keeping down her neck, all four limbs, and wings.

Tears began to well up in her eyes, as she realized she was completely incapable of escaping. Then she heard a shouting, a stallion’s voice screaming at her. “I’M COMING DITZY!!! JUST WAIT THERE AND ILL –“ was all she could hear before the roar of engines filled her ears, and the sharp object before her began their own motions, and steadily made their way towards her.

The Doctor rushed up the stairs, focused solely on saving his grey friend. He pulled his sonic from his suit pocket, and tried to figure out how the machine operated. He noticed a panel on the machine with four screws, each in the corners of the panel. He quickly used his screwdriver to undo the screws, and kicked off the panel.

Inside the machine were many gears, each of many different sizes, all turning. He looked back at Ditzy’s direction. She didn’t have much time before the knives reached her. He gasped slightly, and in a moment of panic, thought to himself Oh, dear sonic, goodbye, old friend! He quickly jammed his screwdriver in between two large gears, and watched as all the inside machinery stopped and the engines faulted. His screwdriver suffered an unfortunate fate as it blew sparks and got squished in the machine. He wasn’t getting it back.

He looked back to Ditzy, to which he saw her; Eyes closed, tears pouring from her eyelids, and wincing as she awaited the many blades just inches away from her. The Doctor glided down to the pole at which her table was on. He pulled a lever near it, thus causing the platform to descend towards him.

Ditzy opened her eyes when she felt herself being lowered. After a few seconds, she saw The Doctor. Her face quickly brightened as she saw him quickly attend to her straps, and set her free. “Oh, Celestia, thank you Doctor!” she shouted as she leapt towards The Doctor, and pulled him into a tight hug, tears still in her eyes. “I thought I was going to die! I-I was so scared!!” Ditzy pulled him in tighter.

The Doctor returned the hug – After some hesitation – and began to try and calm her down. “O-okay, calm down, Ditzy.” He pulled away. “Now that we’ve gotten you out, we need to get to the bottom of this mess, OK?”

Ditzy opened her mouth to begin a reply, but was interrupted when a hoof struck her in the head, in which she blacked out.

Author's Note

OK, so something I thought I should get out there... I haven't read Rainbow Factory, given that I am too much of a wuss. This is my interpretation of the factory, from the knowledge that I have.