Doctor Who: The Living Darkness

by Rabukurafuto

Rating: teen
Tags: Doctor Whooves, Main 6, Other, Romance, Original Character, Adventure, Princess Celestia, Crossover, My Little Pony: Friendship is Magic, Dark, Alternate Universe
Length: 15831

The Doctor, turned into a pony and with a damaged TARDIS, needs the help of Unicorn mare Clearwin to discover what went wrong with Equestrian history. Celebrating 50 years of Doctor Who.

1000 years ago, there was a small Unicorn kingdom up north called Ice Draught, and the young Queen Zima had a governess named Clearwin. When Clearwin was about to die on Hearth's Warming Eve, she was taken away by a mysterious stallion called the Doctor and his magical blue TARDIS. 1000 years later, Equestria is a frozen Hell where a dwindling number of ponies are hunted down by the ghastly Dark Ones. The Doctor and Clearwin are trapped in this nightmare, and must learn the truth of what happened if they are to escape. An adventure featuring the Eleventh Doctor, as played by Matt Smith.

A celebration of 50 years of Doctor Who, season 4 of Friendship is Magic and the Christmas season. For the Doctor, takes place in between "The Angels Take Manhattan" and "The Snowmen". Made to introduce new readers to Doctor Who.

Soundtrack: Music picked for the story. Updates with the story. All tracks by Murray Gold.

Nightmare for Eleven: The beginning.
TARDIS Emergency: A problem with the TARDIS.
Clearwin: Clearwin's theme.
Sombra: Sombra appears.
Clearwin and the Doctor: Clearwin shares a moment with the Doctor.
Frozen Equestria: Exploring the dying Equestria and Ponyville.
A Sinister Stallion: Clearwin spots an elusive figure.
Rarity's Sorrow: Rarity and Rainbow's theme.
Nightmares From the Past: Autons, Daleks and more.
Winter Queen Zima: Zima's theme.

I must say it is unlikely this story will ever finish due to not liking how it would play out. However, you can still see what was planned below.

The next chapter shows that Cloudsdale is now covered in boards and blimps to give Unicorns and Earth Ponies a way to live there. Twilight meets with Celestia, Luna, Spitfire, Gilda, and Lightning Dust to say that Rainbow and Rarity are missing and they need Rainbow for their plan to remove the cloudcover over Canterlot to burn Zima out. Twilight is uneasy about the plan since she had seen a Dark One burn up in sunlight before and can't bear doing that on purpose, but Celestia tells her it's the only way.

At Canterlot "Mr Pepper" advances on Rainbow, Clearwin, and the Doctor, but stops when it receives orders from Zima on how Clearwin and the Doctor cannot be harmed. The Doctor senses something off, and then many more monsters he is familiar with—Sontarans, Cybermen, Zygons, Silurians, Ice Warriors, and more—pour in to take them back to Zima. He knows them working together is extremely unlikely and demands to know what's really happening. Finally he asks if Blackmirror is there, and the monsters stop, their eyes turning purple, speaking as one to inform the Doctor that the monsters are merely psychic projections called Dreamspawn. The Dreamspawn army introduces itself as Blackmirror and informs them that it is responsible for bringing the Doctor to Equestria. It has already promised Zima can keep Clearwin but it wants the Doctor, telling him to come inside the TARDIS and meet the true Blackmirror at the Eye of Harmony. The palace is then attacked by Celestia's resistance, forcing the Dreamspawn to defend the Dark Ones. Rainbow escapes to join the attack, and the Doctor goes back into the TARDIS with Clearwin to find the Eye of Harmony, a room where the TARDIS' true power can be regulated. The living darkness inside peels away for them to journey deep inside, the Doctor asking about cutie marks and Clearwin asking about the Doctor's home. The Doctor tells her of a place called Gallifrey but it was destroyed by the Daleks long ago. Clearwin again sees the evil-looking old stallion lurking around, but he vanishes before the Doctor can see. They arrive at the Eye of Harmony where a group of Dreamspawn Weeping Angels stand guard as the living darkness swirls around the Eye as Blackmirror slowly crawls out.

Above the palace a swarm of flying creatures including Pegasi, Griffins, and Dragons are swirling around in the air, eroding the magical clouds while Earth Ponies and Unicorns attack from the ground. The Dreamspawn army greatly bolsters the Dark Ones' forces though, and Celestia's forces are completely unprepared for their power. Mr Pepper alone kills many of the flyers but the clouds begin to break up. Inside Rainbow is attacked by a feral Dark One Rarity but when Rarity is about to kill Rainbow she suddenly darts away and pulls a curtain open, exposing herself and many Dark Ones to the new sunlight. The Dark Ones retreat while Rainbow takes a severely burned Rarity out. The Dark Ones hole up in a safe dark place except for the Heart Sisters who lead the Dreamspawn army.

At the Eye of Harmony Blackmirror gloats that the Doctor made it possible for her to escape her prison as the Angels block the Doctor and Clearwin from leaving. Blackmirror tells the Doctor his tortured psychic energy will create an endless army for Zima to make her conquest of the other Equestria effortless. The Doctor figures out that his arrival broke a fixed moment in time, an event that if changed by time travel will have catastrophic consequences, and that there must be two Equestrian timelines. Blackmirror confirms this, saying that this timeline is decaying and the normal timeline where Ice Draught was destroyed by Sombra is still fresh and full of life; it will be Zima's reward for serving her to have a new land to ravage and enslave , and Blackmirror is casting it into eternal darkness as they speak. Blackmirror points out that the Doctor made all of this possible. Clearwin asks how, and over the Doctor's protests Blackmirror shows moments from the Doctor's life, that he had traveled back to kill the Daleks before they had a chance to be dangerous which started the war between them and Gallifrey, and then that it wasn't the Daleks who destroyed Gallifrey but the Doctor himself. Clearwin is horrified and the Doctor yells at her how both sides had to die to spare primitive places like Gallifrey the horrors of that war, but he breaks down in guilt, admitted he hated himself so much for killing his people. Blackmirror explains that during the war time and space became so damaged that she was able to send a piece of herself out of her prison that attached to the TARDIS, growing in power with the Doctor's grief and rage, the breaking point coming when the Doctor's last companion's died. The living darkness possessed the Doctor during his nightmares, making him enter Equestria and destroying the TARDIS console after to engineer breaking the fixed point in time. Feeling defeated, the Doctor sinks into despair over how he had been used as more Dreamspawn grow from his psychic energy, Blackmirror telling him that she will take all his bad memories away so he can be at peace. Clearwin reminds him of the good things he did though, that surely he was making up for Gallifrey's destruction by helping people. Inspired, the Doctor realizes that for all the bad memories he has he made many more good ones and that those memories are so good because of the bad. The Dreamspawn dissolve into golden energy that the Doctor destroying the living darkness with, cutting the incomplete Blackmirror in half before absorbing the memories again. Blackmirror curses the Doctor as she breaks into glass, telling him that as he lies dying on the fields of Trenzalore to remember that she offered him peace.

Outside the Dreamspawn all vanish, leaving Celestia's forces to attack with everything they have. The Heart Sisters panic and start to use The Way of Blackmirror to leave for the other Equestria early, the evil power of the book teleporting the Dark Ones away to the time vortex to travel to the normal Equestria. Rainbow and Rarity watch, wondering what will happen next.

The living darkness gone, the TARDIS begins to repair itself violently. The Doctor, in pain after all the bad memories returned, swoons and Clearwin is forced to carry him back to the console. The mysterious elderly stallion shows up though, cursing Blackmirror for not being able to kill the Doctor. Clearwin begs the stallion to leave them alone, but the stallion says the Doctor must suffer for his crimes and that Clearwin is an abomination, always getting in his way. He viciously stabs Clearwin with his horn and icy magic, but the TARDIS crushes the stallion by shutting a heavy door on him. The Doctor wakes up and bandages Clearwin, saying he must fix the fixed point in time then stop the Dark Ones before they ruin the other Equestria. Clearwin realizes that she is the fixed point in time, that she was supposed to die when Sombra caught her. The Doctor refuses to take her back to die, but Clearwin insists it must be done. Reluctantly, he sends her back where Plough Drag cuts her with his scythe, leaving with Sombra to begin the revolution. The Doctor stays with the dying Clearwin, but she urges him to stop Zima. He leaves and she whispers "Run you clever boy...and...remember..."

Rainbow and Rarity find themselves fading away. Rainbow is scared but Rarity thinks that things will be better for them. The false Equestria crumbles away, replaced by the real one where Celestia is still in charge.

Zima rages that she doesn't have Clearwin like Blackmirror promised and the other Equestria will suffer for it. They stop in the vortex and the Doctor appears, letting them know he tore pages out of The Way of Blackmirror so they are now stuck forever. He leaves and the Heart Sisters take the book and try to escape the vortex to save Zima later, taking them to Sombra as he is destroying Ice Drought. He kills them and takes the book.

The Doctor arrives in the normal Equestria, right after The Magic and the Night ended, asking about Ice Draught. He is directed to the far north where he finds the ruins of a town. Sad, he leaves a small memorial to Clearwin, and leaves Equestria, becoming a Time Lord again. Angry and bitter, he feels sick of adventure and decides to settle down, wondering how Vastra and her friends are doing.

As he leaves, The Way of Blackmirror appears over the ruined town, casting a spell on its own. The Heart Sisters' ruined corpses rise up like at the end of The Magic and the Night, vowing that they will bring Ice Draught and Zima back with Blackmirror's power.

Published 2013-11-23 10:40:03 UTC
Last updated 2014-02-17 05:45:23 UTC

An Unearthly Stallion

The Living Darkness

Part One: An Unearthly Stallion

The Doctor reached out, straining to stretch his arm, his long fingers close enough to touch her, yet she might as well have been leagues away. She and her husband knelt before the Angel, defenceless. All they had to do was blink and it would be over. The Doctor couldn't run; he was rooted to the spot, the soil of the graveyard engulfing his feet, pulling him down into the earth.

'No!' he cried, abandoning his efforts to reach them for clawing at the soil to free his feet. 'I'm coming for you! Just keep your eyes on it!'

'Doctor, I can't!' he boy said, terrified. 'I have to blink. I...have...to...'

The dirt sucked the Doctor deeper. 'No!' he yelled. 'You both have to look!'

'Doctor,' the girl responded, 'I –'

Her voice cut off with a faint whoosh. With great anguish, the Doctor forced himself to look up even though he knew what he would see. The Angel peered back at him, not weeping or snarling, but smirking in triumph. It had no need for him; it had eaten its fill. It would leave the Doctor to his fate. The devouring earth had sucked him down to his chest. Soon it would be up to his neck. There was no time to reflect on his failures. He had to escape.

A pair of brown trouser-clad legs wearing trainers trod into his field of vision. The Doctor blinked and looked to find a brown pinstripe suit attached to the trousers, a Duster coat worn over that, and the man wearing it all a pale-skinned fellow with spiky dark brown hair and hard, merciless eyes.

'You!' the Doctor whispered, shocked. 'What are you...?'

The man's eyes burned with contempt. 'How many more before you learn?' he seethed. 'How many more have to be lost?'

'I couldn't possibly have foreseen this!' the Doctor protested. 'If I'd read ahead –'

'You did read ahead,' the man pointed out. 'Just enough to give you a clue. That's beside the point though. You could have said “good-bye” to them any time. After Christmas or after saving their marriage! But no, you had to keep pushing it, having too much fun to see that you were putting them in danger!'

'I needed them!' the Doctor insisted, sinking further into the ground. 'I need companions! You know that I need – we need – friends!'

'Friends?' The man curled his lips in disgust. 'If they were your friends you'd make more of an effort!'

Taking a step forward, the man planted his foot on the Doctor's head, pressing down hard. The Doctor cried out, the pressure grinding into his skull. 'What are you doing?' he demanded, swiping at the leg to no avail.

'If you're not going to take better care of your friends,' the man uttered darkly, his eyes glinting with iron intent, 'then you don't deserve to call yourself the Doctor.'

Protesting, the Doctor was forced under the earth, sinking into a smothering grave. The solid-packed dirt solidified around his limbs, freezing him in place. He couldn't breathe, dirt flooding his mouth and nose. Tears seeping from his eyes, running through his mind over and over was a single thought: Please, I'm sorry...

An explosion. The world rocked, and a shower of sparks rained overhead. The Doctor pried his eyes open and blinked groggily. Unconscious of it, he was gulping down greedy helpings of oxygen. His hands gripped the console so tightly that they had gone numb.

'...What...?' he asked aloud, blinking his dream away. As though answering his question, the TARDIS shook again, and something exploded. He was surrounded by flames and the console was screaming with alarm. The room was dark, the only illumination coming from the console itself.

There would be time to brood over the loss of his companions later. The Doctor leaped into action, taking hold of the controls, only to find that they had been locked in place and smashed. Alarmed, he ran to the opposite side to check his coordinates. The screen bounced around, cracked and barely attached to the console any more. Catching it in a single hand, the Doctor held it steady as he examined it. He blinked and checked again, thinking he had made a mistake, but no, the coordinates displayed were totally unfamiliar. Was he even in the Universe any more?

Another explosion rocked the TARDIS, knocking him from the console and into the railing surrounding it. He took tight hold of the railing and pushed himself back to the console, looking for anything, anything at all, to rectify his situation. He had to stop the TARDIS or else it was going to teat itself apart.

Whipping out his sonic screwdriver, the Doctor waved it over the console, trying to access the machinery from within. The console responded by blowing up entirely, flinging the Doctor over the railing to slam into a wall with bone-crunching force. Slumping to the floor, his senses scattered, the Doctor could only watch through his fading vision as his sonic screwdriver rolled away. Reaching feebly for it, the Doctor collapsed forward in a stupor, at the mercy of his runaway TARDIS.

Queen Zima gazed out the window as she sat on her expansive bed, watching the snowflakes drift lazily down from black clouds blanketing the sky, carved and delivered by the Pegasi with love and care. The frail young Unicorn filly's bright blue eyes were wide and puffy, unable to shed any more tears. Siting beside her, Clearwin nuzzled the Queen's glorious mane, a thick rainbow of blue, purple, magenta and white that hadn't been touched by a pair of scissors since the day she had been born.

'Why did they have to die?' Zima asked, her voice heavy and miserable. 'Why, Clearwin?'

'I don't rightly know, Your Highness,' Clearwin admitted.

'No!' Zima scooted away as though stung, her glare as harsh as a slap to Clearwin's face. 'Please, Clearwin! I'm not “You're Highness”! I don't want to be Queen!'

Clearwin shook her head. 'I wish your parents were still here too,' she said, tears forming in her eyes. She hadn't been especially close to the former Queen and her husband, but they had been very kind to her and had ruled Ice Draught with wisdom and kindness. Everypony was mourning their passing. Seeing Zima's grief was forcing Clearwin's own sadness to the surface.

Zima regarded her for a moment, then scooted back to Clearwin's side again. 'I'm sorry,' she told her, resting her head against Clearwin's soft brown fur. The young governess smiled and ran her hoof through Zima's white coat.

'It's OK.'

The new Winter Queen's eyes turned to the snow again, her face deadly serious. 'We're just like the snowflakes, aren't we?' she asked. 'We drift about for a bit on the wind then melt away, sooner or later.'

'I should hope there's more to it than that!' Clearwin said. 'That would be so sad!'

'But it's true,' Zima responded. 'My parents weren't ready to die. Maybe I'll die tomorrow, crushed under an avalanche like they were. We can never know.'

Clearwin was taken aback by her charge's pessimism. 'No! You mustn’t think like that! It's no good going through life thinking it's no use because you're just gonna die!'

Hopping off the bed, Clearwin trotted to the window and pushed it open. Her horn lit up with amber magic, and gusts of wind blew the snow in tight, intricate swirls around her. She gave a cheeky smile to Zima as the snow danced around the room.

'Life is beautiful,' Clearwin said, turning in slow circles in time to her wind tricks. 'I'll always be here for you, Zima. Even as you learn to be the next Winter Queen, I'll always be your friend.'

A faint smile graced Zima's muzzle. 'You promise?'

'I do, my Queen.' Clearwin bent her knees to bow before Zima. The filly began to giggle.

'Well then,' said Zima, putting on a mock-regal tone, 'my first act as Queen is to have you accompany me to the gardens tomorrow so that we may construct the biggest snow pony in Equestria for Hearth's Warming Eve!'

Clearwin smiled. 'It shall be done!'

Zima's bright blue magic pulled the window closed and pulled the heavy comforter over her small body. 'Good night, Clearwin,' she said as she snuggled into the warm sheets. 'I'll see you in the morning.'

Clearwin trotted out the door. 'Good night, Zima,' she responded, and closed the door quietly behind her.

Relaxing beside a crackling fire and enjoying a cup of peppermint tea, Clearwin made herself comfortable on the sofa and opened a book. The royal library of Ice Draught was her favourite room in the castle to relax in, a place to catch up on stories and to chat with friends.

'Enjoying another night of reading?'

Clearwin looked up to see Grand Vizier Darkheart and her two younger sisters take a seat in the sofa parallel from her, plopping herself down in that lethargic yet sensual way that Darkheart had down to a science while her sisters sat straighter. She was easily the most gorgeous Unicorn mare Clearwin knew; a flawless smoky-grey coat that was always brushed, a silky midnight-black mane that fell like a ebony waterfall across her back, her tail just as black and silky, smouldering violet eyes, a long and graceful muzzle, slender build and a mysterious-looking black heart symbol for a cutie mark. She wore a heavy black overcoat with thick, furry collars the same colour as her mane. She was friendly enough, but Clearwin had never spoken to her at length.

'For a bit,' Clearwin answered. 'I've got to check on my brother tonight. He lives on the outskirts of the city. I'm just bringing him some goodies.'

Darkheart raised a sympathetic eyebrow. 'That's so far out, and on such a cold night! What would your brother be doing out there?'

Grimacing, Clearwin leaned forward conspiratorially. 'He's an...Earth Pony,' she whispered, hesitating to mention Plough Drag's kind. She hated having to treat Plough's existence like a dirty secret, but Ice Draught was founded by Unicorns for Unicorns, ones that looked down on the other kinds of ponies.

Darkheart's eyes widened just a bit, and she gave a nod. 'Ah.'

The younger two Heart Sisters glanced at each other before turning to look at Clearwin. 'That poor fellow,' Minister of Magic Coldheart said. She was a petite light blue Unicorn with a mane and tail as white as fresh snow, her mane fluffed out in a wild tangle, like a blizzard. A shiny, icy blue heart decorated her flanks. She looked more like a large filly than a small mare, her large blue eyes bright and curious.

'Does the Queen, know about your brother?' Minister of War Stormheart asked, her voice low and flat. She was easily the largest mare Clearwin had ever seen, almost Plough's size. Compared to slender Darkheart and tiny Coldheart, Stormheart was solid and muscular, her face long and humourless. Like Coldheart she had a long, wild mane, this one iron grey and streaked with white. Her coat was an angry deep purple, her cutie mark a grey heart with arcs of lightning surrounding it.

Clearwin wasn't sure that she liked their scrutiny. 'As a matter of fact, she does,' she tossed off, trying to not to sound too defensive. 'Our new Winter Queen doesn't have any problem with Earth Ponies and Pegasi living in Ice Draught.'

Darkheart smiled and leaned closer. 'Don't get us wrong, Clearwin. We fully support the rights of all ponykind. It's the stale aristocracy you have to worry about.'

'I'd be careful if I were you,' said Stormheart to Clearwin. 'The nobles are delighted that we now have such a young, helpless Queen. They'll want to keep her weak and under their influence. Beware if any approach you.'

'They'll bleed us dry,' Coldheart said darkly, then giggled, holding her hooves over her mouth. Although she was pretty and cute, Clearwin had always found Coldheart creepy. Maybe dealing with experimental magics had done something to her brain. Or did it take somepony creepy to go into that line of work in the first place?

'Thanks for the advice,' Clearwin said.

'Don't mention it,' said Darkheart in an airy tone. 'The four of us will be invaluable to our new Queen in these coming years, us teaching her to be a good Queen and you teaching her to be a good pony.'

'And you'll be running things for her in the meantime,' Clearwin said. She finished her tea and slid her book into her saddlebag. 'So, Heart Sisters, it's been fun, but I really ought to go. I need to catch my brother before he goes to bed. Try to keep Ice Draught in good shape for Zima, right?'

'Likewise,' Stormheart replied.

'Just be careful out there,' Darkheart told her.

'What?' Clearwin asked as she got up. 'Why?'

'That lieutenant of Discord,' Coldheart said, stifling her giggles behind her hooves. 'When Discord fell an associate named Sombra ran off in our direction! They say he's lurking in the shadows somewhere out there, looking to pick up where his master left off! I tell you, he's after my discovery! I found a new source of magic, one that will make Ice Draught dominant over all Equestria!'

Darkheart raised a quizzical eyebrow. 'A bit premature to say that, isn't it?' she asked. 'Nevertheless, a fascinating find we have.'

'Well if this Sombra needs a governess then I'll be in trouble. Otherwise I'm sure I'll be all right.' Clearwin trotted to the exit. 'Good night to you ladies.'

The Heart Sisters watched silently as she left, an amused smile on Darkheart's lips.

'I like her,' Coldheart said. 'Can we keep her?'

'I would prefer to,' Darkheart said as she examined her flawless hooficure. 'It would satisfy our little Queen if her best friend were to join our cause.'

'At last, I'm free to buff up our armies,' Stormheart sighed. 'I pray I'm not too late.'

It was a hard slog through the snow-covered fields, but Clearwin soon saw the two-storey cottage Plough owned just outside his grove. It was sad that he had to live so far outside the city, but the discrimination had been too much for him to bear. It angered Clearwin that he had to live like that, and hoped Zima would change things around as she got into her new role.

'Plough!' she called, taking her saddlebags off and tangling them in the air with her magic. 'It's your baby sister! I brought you money and snacks!'

There was no answer from the cottage. Clearwin walked closer, her hooves crunching the crisp snow. The aroma of burning wood met her nose, and a homey yellow light illuminated the interior, so Plough had to be awake. She passed his little shed, the area essentially a one-pony farm where he grew his own food, selling his surplus off to make money. Even so, Clearwin had to donate to him.

'Hello? Plough?' Clearwin peered through the windows. A fire burned in the mantle, but Plough was nowhere to be seen. Where had that pony gone? He couldn't possibly be farming, and why would he be in the grove? He would freeze.

Clearwin frowned. What if something had happened to Plough and he needed aid? She pushed the door open and trotted inside. 'Plough?'

Everything looked as it should. A little messy, but that was just who Plough was. He was a practical stallion who cares more about results than aesthetics. A bare dining table by the fire and a sparse kitchen were all he really needed on the ground floor. Shaking snow from her mane, Clearwin sat in front of the fire, pondering if she should leave her goodies for Plough and be on her way. If she couldn't find him at home she would have to leave.

The back door creaked, starling her. 'Plough!' she cried in delight, hopping to her hooves to greet him. He stood in the kitchen, a great brown stallion with a messy long mane, simple and earthy. He blinked his large brown eyes, clearly startled by her presence.

'Clearwin?' he whispered, his face growing terrified.

Clearwin stopped in her tracks, disturbed by his reaction. 'Is something –'

'Get out!' he urged, still whispering, peering over his shoulder. 'Please, get out before –'

Somepony else stepped in through the back, bringing an icy chill into the cottage. A grey stallion with thick, wavy black hair with burning scarlet eyes. A dark red cape covered his back and flank. His most striking feature though was his horn, as smooth and curved as a scythe and as red as blood. His predatory eyes fell on Clearwin, and the blood froze in her veins. She couldn't move at all as the stallion approached, a feral grin breaking across his muzzle.

'Do you know this mare?' the stallion asked, his voice a deep, throaty growl.

'This is my younger sister,' Plough explained, shivering. 'She's no threat to us, my lord.'

'Why is she here?'

'She delivers food and money,' said Plough. 'I need her support to live out here.'

Clearwin's heart raced. She watched silently as the fearsome stallion stalked about the room like a shadow, inspecting her with suspicion. What was Plough doing in his company, addressing him as 'lord'?

'She is a witness,' the stallion growled. 'I cannot allow anypony to warm Ice Draught to my presence.'

Clearwin's eyes widened. This couldn't be happening. Would he really kill her, right in front of Plough?

'Lord Sombra, please!' Plough pleaded. 'She can help us! She's the Queen's governess! We can use her to kill the Queen!'

That did it. Forgetting about the evil stallion looming over her, Clearwin whirled upon her brother, her fury and horror fighting for dominance. 'Plough!' she hissed, hardly believing what she just heard from her hard-working, gentle older brother. 'How could you? Zima's just a filly!'

Plough's fear turned to anger, his face twisting with rage. 'She's the Queen of a land that hates me for what I am!' he shouted, teeth bared. 'Because I lost the high-stakes genetic lottery, I'm an outcast in my own homeland! Being an Earth Pony condemns me to second-class status! If you expect me to put up with that for one more day...'

He paused, taking a deep breath and closing his eyes. Sombra tittered in the background, enjoying their fight. Clearwin didn't care.

'Zima knows about you,' she said sternly. 'She wants to change things. Now that she's Queen she can make life better for Earth Ponies and Pegasi!'

'Nothing will change as long as the nobles remain in power!' he retorted. 'There's only one cure for their kind: burn them and their rotten institutions to the ground! Wipe the slate clean and begin again!'

'This is all very interesting,' Sombra stated, 'but it's beside the point. I'm only interested in your puny little kingdom for the vast power it hides. Once I have it I'll raze Ice Draught, and Plough Drag may do with the ashes as he wishes. It's but a stepping stone for my conquest of the Crystal Empire.'

Clearwin recalled the strange rant from Coldheart. So she really was onto something? She had to warn them, but what could she do in her current position? Her chances for escape looked especially remote.

'Our agents are in place and need only my signal,' Sombra said. 'We don't need this one. Plough Drag, I command you to kill her.'

Clearwin and Plough alike gasped. There was a pause, both freezing, then looking at each other, expecting the other to make the first move. Plough swallowed nervously, his eyes darting about in search of an excuse. Clearwin eyed the doors, wondering if she could make a break for the front. Plough would catch her in a moment though, being so much bigger and stronger, and experienced in moving through snow. A harsh scraping sound caught her attention, and she found Plough approaching her, a scythe gripped between his teeth. The blade dragged on the floor, raking a groove in the rough wooden floor.

'I'm sorry, Clearwin,' he mumbled, his eyes watery. He raised the scythe and slowly approached. Horrified, Clearwin backed away. This really was it, she was going to die.

'Please, Plough,' she sobbed, looking for time, 'kill me if you must, but let Zima go. She doesn't deserve to die.'

'It's already started,' Plough said. 'There's no stopping our revolution.'

Defeated, Clearwin sank to the floor. She squeezed her eyes shut, burying her face in her hooves. Celestia save me! Save Zima! Save Ice Draught!

A wheezing, groaning sound filled the air, roaring in her ears. Was that the sound of dying? She felt no pain. She had heard that adrenalin could cancel out pain; perhaps she hadn't even noticed the killing blow and she was lying in two on the floor.

'What is this?' Sombra demanded.

Something heavy fell to the floor. 'Clearwin?' Plough asked, his mouth free.

Opening her eyes, Clearwin saw the room fading away, wavering with a dark brown room appearing around her, a wall blocking her from Plough and Sombra. The coral-like wall sloped and was covered in bulbous lamps. Hesitantly, she touched the wall, feeling the smooth hardness. Had Celestia really heard her plea and spirited her off to Canterlot? She had expected Canterlot to look prettier though.

Something exploded behind her, starling her out of her thoughts. Whirling around, Clearwin found herself facing a raised glass platform with a short staircase leading up to it. It was utter chaos; cables hung from the ceiling, smoking machinery littered the floor and a hexagonal metal object atop the platform lay in ruins. A shattered glass pillar rose from the centre of the hexagon. Sparks rained from the ceiling and small fires licked from the hexagon. Deep shadows clung to the room, hiding the rest from her.

Moving carefully among the ruins, Clearwin took it all in, trying to make sense of what she was looking at. The burnt smell that filled the room made her eyes water. Maybe she had died after all and ended up in Tartarus. She wasn't sure what she did to deserve such a fate though.

She approached the platform, stepping gingerly around the debris, so intent on it that the sudden groan to her right startled a scream from her. Looking down, she spotted a pair of tan legs sticking from around a corner, barely viable in the dim light. Walking around the corner, she found a slim Earth Pony stallion on his back, his eyes closed and blood matting in his dark brown mane. His face was quite soft and boyish, really rather pretty. Around his throatlatch was a small burgundy bow tie.

“Hello?' she asked. 'Are you all right?' She hoped he wasn't also a revolutionary, but she couldn't leave him no matter who he was.

He groaned again, his eyes fluttering open. They were large and green, pretty much like the rest of him. 'Would you look at that,' he slurred with a goofy smile. 'A Unicorn! I haven't seen one in ages!'

He must have come from some Earth Pony colony. 'Sir, your head appears to be injured,' she told him. 'Are you all right?'

He sat up, looking around. 'Fine, fine,' he dismissed, 'except my head hurts and my TARDIS is a smouldering wreck, so actually no, I'm not fine!'

He turned to her, his eyes narrowing. 'Wait, how did you get in here, anyhow?' he asked, his voice a deadly whisper. 'Transmat?'

'I don't rightly know,' Clearwin admitted. 'I just appeared in here.'

'There was no-one here when I found the console ruined,' he said. 'I wake up and everything's destroyed! That normally doesn't happen!'

'Well don't blame me,' Clearwin huffed. 'I don't know who you are or what this is. My own brother was about to kill me, and then I'm in here. You're not with him or Sombra, are you?'

'Never heard that name in my life,' the stallion said, looking around. 'I feel a bit odd. Why can't I feel my fing –'

He raised his forelegs up and his eyes bugged from his head, gasping like a fish. 'My hands!' he screamed. 'Someone chopped off my hands!'

'“Hands”...?' Clearwin cocked her head, blinking in confusion. The stallion stared at his hooves in utter horror.

'No!' he gasped. 'No, my hands weren't chopped off! They've gone all...hoofy-woofy!'

His gaze followed down his forelegs, running his hooves through his coat, goggling like he had never seen himself before. Finally he touched his face, exploring his muzzle. 'Blimey, the process really went wrong this time. Except other than physiological differences I feel the same, so I don't think I died.'

'Looks like were in the same boat then,' Clearwin sighed. 'Is this where ponies go if they narrowly escape death?'

'I'm not a pony though!' the stallion insisted. 'I've no idea why I am one all of a sudden!'

Clearwin shook her head. The stallion was clearly mad. He must have taken an especially hard bump on the head. 'It does me no good to stay inside,' she said. 'I have to get to Ice Draught and warn everypony about Sombra's revolution. They're going to kill everypony there, including the Queen even though she's just a filly!'

'If my TARDIS were working I could take you there in an instant,' the stallion said as he inspected a chunk of broken machinery. 'Alas, we're not going anywhere until I can repair it, and without hands, that time may never come!'

Clearwin sagged, feeling like a huge weight was pressing down upon her. So she had been rescued only to be trapped with a mad pony, unable to ever reach Ice Draught. She sobbed quietly in a corner, wondering what would happen to her homeland. She could see all too clearly Zima awakening as her doors crash open, angry Pegasi and Earth Ponies storming in and beating her to death. It was all her fault for freezing up and not attempting an escape. She wondered if the Heart Sisters would die too. They were awfully cunning though. Perhaps they could escape to the neighbouring Crystal Empire and raise an alarm. Hopefully there would still be some of Ice Draught left to rescue. Maybe not all the nobles would be dead by then...

A loud banging echoed through the room. Clearwin sniffled and raised her head. The stallion was looking grimly at the hexagon. 'So not only were the controls somehow locked but they were deliberately broken so I couldn't change the last course programmed in,' he said. 'Someone was in here while I was asleep, someone who wanted me in this exact spot...'

Falling silent, he cast a narrow eye at her. Instead of saying any more he went back to his work.

Clenching her teeth, Clearwin wiped her tears away. If that lunatic thought she was responsible for the damage to his machine then he might become violent. If worst came to worse she could clobber him with one of the machine bits.

'Why is it so dark in here?' the stallion asked, moving from the shadows. 'It shouldn't be this dark!'

Clearwin stared at him with glassy eyes, taking in his darkened surroundings. The darkness was quite oppressive. Had it been like that before, the shadows so deep and black? Shouldn't the fires on the hexagon keep the shadows away?

Instead, they seemed to creep closer to the stallion, hovering over him like a huge bat. The light of the fires faded into the dark, shrouding the area. The only light coming from the hexagon any more was a small, bright purple spark on the surface, standing out from the blackness like a beacon.

'Does that light mean anything?' she asked, trying not to let her frustration and sorrow show.

'What light?'

Clearwin grunted and approached the hexagon. 'This light,' she said. 'It doesn't mean we're going to explode, is it?'

The spark flared up suddenly, and a sharp tingle ran through her horn. Wincing, she stepped away. 'What was that?'

The stallion raised his head, his eyes growing wide with alarm. 'Wait, did you see the shadows –'

Something grasped Clearwin by her head and crest, something cold and very strong. With a strangled cry she was wrenched forward, the stallion shouting in protest. The tingling in her horn grew to a splitting headache, her magic exploding from it in chaotic arcs the nearer she reached the shattered hexagon. The spark bloomed into a burning purple flame, reaching for her horn. She screamed, trying to turn her head away, but a tremendous force kept her straight on the course.

'Let her go!' the stallion yelled. He rushed to her side, but something flung him away, a long black...arm? Clearwin could only see from the corner of her eye, but the purple light consumed her vision the next moment. Her magic ignited and spewed in a great fountain from her horn, spiralling into the toxic light. Screaming, her skull felt like a rail road spike was being driven through it. She nearly passed out. The pain was so intense that she was nauseous.

The light faded and the connection severed, leaving Clearwin to drop to her hooves, on the verge of vomiting. She gasped for breath, slumping against the hexagon. It whirred as the purple glow spread across it and that wheezing, groaning whoosh returned.

The stallion came galloping beside her, peering at the hexagon in befuddlement. 'The TARDIS is moving again!' he gasped. 'You somehow jump-started it!'

She collapsed against the hexagon and squeezed her eyes shut. 'Can we go to Ice Draught?' she asked, her voice barely a whisper.

'I can't control where we go now!' the stallion said, his excitement turning to alarm. 'We could end up anywhere in time and space!' He banged on something with his hooves, and a new light turned out.

'Oh, here we go!' he laughed. 'We're moving a thousand years into the future, but not moving from this spot!'

Clearwin blinked, trying to make sense of what the stallion just said, but the room lurched to the side, spilling her over.

'Whoa!' The stallion tumbled over with her as a terrible grinding noise filled her ears. Everything rattled, every bolt and screw shaking.

'She's screaming,' the stallion said grimly upon the floor. 'Oh, she's in such terrible pain!'

Clearwin had had enough. 'What's happening!?' she screamed, covering her head and sobbing again.

Everything went black.

Something hard tapped. Hooves on metal? Her head felt like it was stomped upon. She wished the noise would go away.

Her eyes peeled open. The stallion was pacing with nervous excitement, a worried look on his face. He noticed her, and trotted over, smiling.

'Oi, you're awake! Good!'

'Damn it,' she muttered. 'I was hoping it was all a dream.' Her mouth was dry and her coat felt tacky from all the smoke and grime. Shaking, she stood up, wincing at the pain in her horn. Her barrel heaved, and she had to choke back her vomit.

'Well, I'm going to assume that you're being here is an accident and that shadow is the reason I'm stranded,' the stallion said. He peered over his shoulder. Clearwin followed his gaze and saw that the shadows had vanished.

'They've been gone since we arrived,' he explained. 'I haven't seen them since.'

'Can we leave now?' Clearwin asked.

'Well, you see...' the stallion coughed. '...Yes, we can leave, but I knew nothing of the time we just came from, and neither of us would know about this one.'

'What are you talking about?' Clearwin trotted to the door and pushed it open with a loud creak. She peered out, and her jaw dropped. She thought she couldn't be surprised any more than she already had been, but what she saw made her legs buckle.

Black, pregnant clouds hung low, churning and blotting any hint of the sky out. Jagged black rocks covered in snow jutted from the shattered landscape like crooked fangs. What lay in the snow was what drew Clearwin's attention though. Lying in twisted heaps were countless pony skeletons. Earth Pony, Pegasus and Unicorn alike had died together, their bones clean and yellow.

Clearwin gaped at the macabre vision, her mind boggling at the sheer scale of death laid out before her.

'What is this?' she choked out. 'Where are we?'

'We didn't move anywhere,' the stallion said. He stepped up beside her, his face grim. 'When we are though is more than a thousand years into your future.'

'...A thousand years...into my...future...?' she wondered, trying to wrap her head around the concept.

'Clearly,' he said, 'something terrible happened in your absence, and as long as we're here, I'm going to find out what that was.'

Author's Note

My first true story with the Doctor in it, and I found that I really like writing the Eleventh Doctor. So, everyone, please enjoy the new story, the new Doctor Who special and of course the new season of Friendship is Magic.

Nightmare of Equestria

The Living Darkness

Part Two: Nightmare of Equestria

'Over one thousand years into the future...' Clearwin mused. 'Ice Draught might not even exist any more.'

Sitting on the cold metal platform next to the big hexagon as the mad stallion fruitlessly banged on his ruined controls, she gave a resigned sigh and buried her face into her hooves. 'What use is it now? Everypony I ever cared about is dead now.'

'I could take you back to your time,' the stallion grunted. 'Or rather, I could if I had hands to repair my console with! How you built a civilization without any fingers is a mystery I'd really like to examine sometime!'

Again with his talk of 'hands' and 'fingers'. Clearwin was awfully weary of his complaining. 'Look, just who are you, anyway?' she asked him, hoping to change the subject.

'I'm the Doctor,' he answered simply.

She glanced over at him, noticing that his cutie mark was an hourglass. 'Doctor who?'

'Just “the Doctor” will do. And you?'

'Clearwin, governess to Queen Zima of Ice Draught.'

'Oh, a governess! A young Queen then. Is she fun to play with?'

Clearwin pursed her lips, thinking about her answer. 'I suppose so,' she said. 'She can be very withdrawn, but I do love her. She needs me more than ever on account of her parents dying. Well, she did need me; she'd be long gone by now.'

'I'll get you back, don't you worry,' he told her with a slight smile. He had a very sweet face, his features soft and gentle. Rather pretty really; daft, but pretty. Clearwin wondered if the Doctor had a girlfriend.

He stopped his assault on the hexagon and stepped back, shaking his head. 'Right; we aren't going anywhere like this. Our only option is to go outside.'

Clearwin shuddered, remembering the skeletons littering the snow. 'I'm not looking forward to that at all.'

'Really, I'd prefer you to stay behind,' the Doctor told her, trotting past with a thick dull-coloured scarf now adorning his throatlatch and crest. 'You don't belong to this time and you run the risk of changing this world's future. It's normally very safe in the TARDIS, but in this state I'm not certain you would remain safe. Besides, even if this isn't your time you know more about this place than I do.'

'So I'm the expert now? Lovely.' She pushed the door open. 'After you, Doctor.'

He trotted out into the snow and Clearwin followed, the door creaking shut behind her. She turned around to see just what she had been standing in, and found a tall blue rectangular wooden structure that was too narrow for the both of them to have stood comfortably together. Clearwin blinked and circled around it, trying to make sense of what she was seeing. The little building had a small light mounted on the top, two square windows on each side, and above each window was written:

POLICE BOX

PUBLIC CALL

'That is some amazing magic,' Clearwin said. 'Who enchanted it for you?'

'Not magic at all; the TARDIS is Time Lord technology. Bigger on the inside.'

'“TARDIS”...?' she asked.

'“Time and relative dimension in space”,' the Doctor explained, examining a skeleton partially buried in the snow, its jaws hanging wide open in a silent scream. 'I can go anywhere I want with her, any place and time, so that's what I do, travel. That's me, the madman with a box.'

'You're visiting Equestria then?'

'No, I crashed here. Someone wanted me in this place though, enough to have broken in and disabled the controls so I'd have to land. I think that when I initially landed was an accident by the saboteur, and it used you to take us to the time it really needed.'

Clearwin nodded slowly. What he was saying couldn't be true, and yet, after all that had happened was there another explanation?

'OK...' she said, 'either you are the maddest pony in Equestria, or the most amazing pony in Equestria!'

The Doctor turned his head and grinned. 'Now, who says I can't be both?' he uttered in a low tone. Clearwin stared at him, dumbstruck. Maybe it was the smooth way he said it, or the outrageous claim he was making, but her heart was beating a little faster and her stomach was fluttering.

He suddenly stood up, facing her with his large green eyes. 'So, Clearwin! Tell me about Equestria!'

She stumbled back with a cry, her flank and tail landing in the snow. 'Oh! Erm, Equestria was founded when Unicorns, Pegasi and Earth Ponies formed a union, and that's commemorated on Hearth's Warming Eve, which is tomorrow. Or was the tomorrow in my original time. We're ruled by Princess Celestia and her younger sister Princess Luna, and if anypony from my time is still alive it would be those two. They raise the Sun and Moon respectively.'

'Raise the Sun and Moon, do they?' the Doctor asked. 'I'd like to see that.'

'I do too.' Clearwin looked at the oppressive black clouds hanging overhead. 'The Sun especially.'

Hooves crunching in the snow (and the occasional bone), Clearwin and the Doctor marched up a rocky hill. 'This can't be Ice Draught,' Clearwin said. 'The terrain is too different. We must have moved.'

'A lot can change in a single year, let alone one thousand,' the Doctor pointed out. 'Don't be surprised if you turn out to be as alien to the inhabitants as I am.'

Clearwin fell silent. Could Equestria really be that different? It did look like some terrible war had taken place since she had left. Could Sombra have done it?

At last, they crested the hill, and to Clearwin's surprise there was a town below. It was buried in snow and she couldn't see anypony, but it was still a town. A big circular building sat at the centre, surrounded by smaller building. Everything was dark and ramshackle. Nopony had lived there for years, perhaps centuries.

She turned to the Doctor. 'Should we even bother looking?' she asked.

'Clearwin, listen to me,' he said, giving her a sidelong glance. 'Whenever there has been a catastrophic event that you don't understand, always look, always explore. You never know where you might find an answer.'

'All right,' she grumbled. 'I suppose I can get a fire going, at least.'

Trudging through the snow, they approached the lifeless town. The buildings had thatched roofs and timber frames, many collapsed and full of holes. Clearwin examined the buildings, hoping to find one intact. She did not fancy marching back to the TARDIS at night – who knew what lurked at night in this place? – so finding a place to sleep in the town might work.

The Doctor picked his way through the town square with nervous energy, his head turning this way and that. At the rate he was going, Clearwin guessed he was bound to find something.

He spun around to face her suddenly, his eyes twinkling. 'So, a dead town covered in snow, not too different from anything else we've seen so far. Right! But there is something different here, Clearwin! Have you noticed it yet?'

She frowned and scanned the area. 'There are buildings here; that's different.'

'Look at the streets,' he urged in a whisper. 'Look carefully.'

Clearwin looked at the paths buried in the snow. Except for their hoofprints the snow was clean and smooth.

'Wow – more snow!' she said sarcastically. 'Nothing escapes your notice, Doctor!'

'It's not the snow, it's what's in the snow!' he insisted. 'Or rather...what's not in the snow...'

She blinked, realising that he was correct. 'Oh! There haven't been any skeletons around here!'

'And isn't that a bit odd for a town?' the Doctor asked. 'The bones I examined had suffered extensive damage, likely the result of falling in battle, but the bones were also scraped.'

'Scraped?' A queasy knot formed in Clearwin's gut.

The Doctor pursed his lips, looking like he was struggling not to smile. 'Someone cut all the meat off their bodies.'

Clearwin turned away and marched off. 'I'm gonna go find us a house to sleep in,' she said bluntly, hiding how unnerved she was. Trotting off to some buildings further off, she caught sight of a large circular two-storey one with the first floor resembling a carousel. The windows were boarded up but the door remained free. The paint had peeled off and the pony figures on the carousel floor had fallen off, but it looked mostly intact. A pang of sadness touched Clearwin's heart; in better times it would have been a beautiful place.

Something moved behind her, just in the corner of her eye. With a gasp, Clearwin whirled around just in time to see a grey stallion in a top hat and overcoat disappear behind a building. 'Wait!' she cried, giving chase. She rounded the building, but nopony was there. She frowned and shook her head, unnerved. Even if she had only imaged the stallion she didn't feel safe in the town.

Her magic opened the door to the carousel building, then illuminated the cluttered interior with a warm amber glow. In that instant, she spotted something with large eyes staring back at her. With a scream Clearwin, took a step back, afraid to move any further.

It's the fiend that scraped those dead ponies! I'm next!

'Clearwin!' His hooves tearing through the snow, the Doctor was at her side in an instant.

'All right, whoever you are!' the Doctor proclaimed, jumping in front of her. 'You don't wanna mess with me! I'm trained in Venusian aikido! Although I have no idea if I can use it in this body. And, that's something I should never say to an opponent...'

Ignoring him, Clearwin stood back up and stepped forward cautiously. The thing moved closer too, it's eyes wide and scared. Brown eyes, just like...her own.

She reached out and touched smooth glass, her light illuminating a full-length mirror. She gave an exasperated grunt, relieved but also embarrassed to have fallen for such a scare. If it weren't for the Doctor making her nervous with his macabre observations then she wouldn't have gotten spooked so easily.

'Never mind, false alarm,' she said, peering at her reflection. She was a mess, the neat bun she usually had her black mane in had come undone, spilling across her withers. A hot bath would have been very welcome.

Turning her attention the furniture, Clearwin spied a series of old rotting dresses hanging from coat hangers and a row of mannequins made from a hard, shiny substance unfamiliar to her. Precious jewels of all shapes and colours were strewn across the floor like so much litter, shining dully in the light. Rotted drapes hung limply from the ceiling and wallpaper peeled off like dead flesh. Clearwin touched a mouldering gown that looked like it had been very grand when it had first been made. 'I would've liked a dress like this,' she said wistfully.

'Admiring my work?' a voice asked behind her. Clearwin and the Doctor whirled around in shock, Clearwin coming face-to-face with a pony in a filthy, stained brown hooded cloak. Clearwin gasped, but held her ground.

'We come in peace!' the Doctor insisted. He reared up on his hind legs and wiggled his forelegs rapidly. 'But if you don't then it's really time to break out the Venusian aikido!'

He plopped back down to the floor with a bang, a surprised look on his face. 'Oh, right, I'm a pony now...' he muttered.

The pony drew the hood back, revealing a white Unicorn mare with sad, tired azure eyes and a limp purple mane that badly needed a wash. She smiled weakly at them, her horn glowing a light blue.

'I don't recognise you from Cloudsdale,' she said. 'Have you been surviving on the surface all this time? Or am I just imagining new customers?'

'We're real,' Clearwin said, relieved the newcomer seemed friendly. She pulled the dress she liked out with her magic. 'You made this?'

The mare shut her eyes and tears formed at the corners. 'Yes,' she said, her voice on the verge of cracking, 'long ago. I made beautiful dresses famous across Equestria...'

She wiped her eyes and sniffled. 'That was back when life was normal and Sweetie Bell and Opal were still...here...'

She collapsed to her knees, burying her face in her hooves, shuddering with silent sobs. Unsure of what to do, Clearwin glanced at the Doctor. He grimaced, and approached the crying mare, kneeling beside her. Hesitating, his hoof hovering over the mare's shoulder, he at last stroked her gently.

'I'm so very sorry about your losses,' he said regretfully, 'but we are in desperate need of help. If I could hear more about what's going on then I'll what I can to help you in return.'

The mare looked up, her face streaked with tears. 'How could you not know?' she asked in bewilderment.

'We come from far away,' the Doctor told her.

'Where? Trottingham? You have the accent for it.'

'Ice Draught, actually,' Clearwin interjected.

The mare turned to her, her eyes growing into shocked saucers. 'There's impossible,' she whispered. 'You couldn't possibly have come from Ice Draught!'

'Why?' the Doctor demanded. 'What is so strange about Ice Draught?'

'That's where it began!' the mare shrieked. She stumbled away from them, her eyes bulging in horror, backing up against one of the mannequins. 'That's where they first attacked!'

Clearwin's fur prickled, as though the room had gotten colder. '“They”?'

The Doctor placed his hooves on the mare's shoulders. 'Please listen, we need help, and you're the first...pony we've met out here! We don't know what's –'

'You're one of them!' the mare accused. 'Rainbow!'

One of the boarded windows exploded in a shower of splinters and glass. Clearwin yelped, throwing her forelegs over her face and backing away. Something thudded against the floor, and Clearwin lowered her hooves. A light blue Pegasus mare crouched with wings extended, teeth bared and rage burning in her cerise eyes. Even dull and matted, her spiky mane and tail were a spectacular rainbow pattern.

'What's going on here, Rarity?' the Pegasus growled.

The Unicorn – Rarity, apparently – raised a quivering hoof to the Doctor and Clearwin. 'I think they're spies for the Dark Ones!' she hissed.

'I swear to you, we aren't!' the Doctor pleaded. 'I don't know what a Dark One is! Do you, Clearwin?'

'I never heard of a Dark One in my life!' Clearwin insisted. 'Do you mean Sombra? He was pretty dark to me.'

'Liars!' Rarity screamed. 'You couldn't possibly be ignorant of the Dark Ones for this long!'

'Yeah,' the Pegasus snarled. 'I don't buy that either.'

'You know, we'd make pretty rubbish spies by claiming ignorance of something everypony knows,' Clearwin pointed out. 'Not to mention admitting we come from Ice Draught. Would we do that if we were really them?'

The Doctor nodded his head wildly. 'What she said! We're just looking for help!'

The Pegasus glared at them and opened her mouth, but immediately closed it. She seemed to mull over their words, then folded her wings and backed off. 'That...actually makes sense,' she said. 'I think they're telling the truth.'

Rarity blinked, her eyes widening with realisation. Her ears drooped and her looked away, guilty. 'I'm terribly sorry,' said she. 'These past few years have been so horrible. I might be losing my mind...!'

The Pegasus moved beside Rarity, putting a sympathetic wing around her shoulders. 'We'll win this war,' she uttered. “I swear it!'

Smiling, the Doctor tapped his hooves on the floor. 'Yes! Never give up hope in the face of adversary! I like that spirit!'

The Pegasus looked up at him, as if remembering they were they at all. 'So, who are you guys?'

The Doctor stomped hard on the floor. 'I'm the Doctor; she's Clearwin, and we are in need of help!'

'Good to meet you both,' Rarity said, 'although I'd like an explanation of how you came from Ice Draught.'

'That's a long, funny story that I don't quite understand myself,' the Doctor said. 'You see...'

As he attempted to tell the two mares their tale, Clearwin glanced over her shoulder, the cold coming in from the open door and busted window making her shiver. One of the mannequins stood perched at the door. Had it been knocked there in the confusion? It looked too deliberate though, like somepony had just happened to stick it there. Maybe it was nothing, but after being attacked by shadows it wouldn't hurt to point that out. She hadn't seen Rarity enter, so perhaps she had moved it.

She turned back to the mares, opening her mouth to speak, then her jaw dropped. Behind Rarity and her Pegasus friend, the mannequin had turned its head to look at them, though it had no eyes. The Doctor had noticed too, having stopped in mid-speech to stare at the living mannequin.

'What is it?' Rarity asked, noticing the looks on their face.

'Get away from that mannequin!' Clearwin shouted. Instead of getting away, Rarity and her friend looked behind them, just in time for the mannequin to clobber the Pegasus in the muzzle with an artificial hoof. Rarity scream, her horn igniting with blue magic. Her aura surrounded the living mannequin and hurled it into the mirror with enough force to shatter it into hundreds of glittering shards.

Clearwin took the Pegasus, helping her up. 'Ow!' she muttered, rubbing her reddened muzzle. 'I'm OK guys!'

'Don't celebrate just yet,' the Doctor warned. Clearwin looked up, and to her horror the other mannequins were creaking to life, stepping off their stands and turning their featureless faces toward them.

'These are new,' said the Pegasus. She flapped her wings, lifting into the air, eyeing the mannequins.

'First they took my family away from me!' Rarity despaired, backing into Clearwin and the Doctor. 'Now they're turning my belongings into soldiers?'

'Well, there's something I didn't expect to see,' said the Doctor. 'Rarity, is there a lot of plastic on this world? As in, constant everyday use?'

'I've no idea what you're talking about!' Rarity answered. 'What's “plastic” and what does that have to do with anything?'

'Plastic is what these mannequins are made of,' he shot back. 'Durable and light.'

'We'll see how durable!' The Pegasus zoomed into action, flying into the eerie figures with hooves swinging. Clearwin gasped at the mare's speed and rough grace. Effortlessly, she bowled the strange faux ponies over with powerful blows that would have put any normal pony in the hospital. These weren't normal ponies though; every time they fell they got right back up, showing no damage at all.

'Just clear a path so we can escape!' the Doctor yelled. 'You can't hurt them!'

'Sure I can!' the Pegasus boasted, kicking one over. 'This is Rainbow Dash you're talking to!'

Immediately the mannequin sprang back up into Rainbow Dash's face, its mouth splitting open to reveal a nozzle where the tongue would be.

'No!' the Doctor cried, throwing out a hoof, but it was too late. Before Rainbow could react, the nozzle squirted a cloud of green smoke into her face with a sharp hiss. Rainbow coughed, pulling away with clumsy, stumbling steps. Her eyes rolled up, and with a sigh she collapsed to the floor, going limp.

'Rainbow!' Rarity called, reaching out to her, then her head was engulfed in the same green smoke. She pitched forward, landing on her face. Clearwin looked up to see that the mannequin that Rarity had thrown into the mirror was standing up again with its nozzle extended. It pointed at her and fired more gas, but Clearwin called up her wind spell, blowing the gas back onto her attacker. There was no effect though, and it just kept up its gas attack

A chorus of hisses came from behind, and a vast cloud of gas came rolling into her vision. She shut her mouth tightly and held her breath, her magic blowing at the cloud, but having not prepared for it and not being accustomed to holding her breath for long periods of time, her lungs began to cry out for oxygen. Beside her, the Doctor was also holding his breath, but the mannequins were upon him. One threw its forelegs around his throatlatch while another delivered a solid kick to his barrel. Eyes bulging out, the Doctor let out a strangled cry before succumbing to the gas.

Her eyes watering, her throat burning, Clearwin couldn't keep it up. Her mouth had gone numb, and there was no way she was slipping past so many mannequins. Alone now, she was the only target left. The mannequins advanced upon her. Clearwin decided to make it easier and sucked in a deep lungful of gas. Her vision blurred at once and the room spun. She could even feel her body hitting the floor. As she sank into blackness, she thought, I certainly am getting knocked out a lot these days.

'I'm sorry, Clearwin.'

Hooves pounding against the snow, she couldn't seem to move forward. Her legs were a blur, but she couldn't escape the loud scrape of the heavy scythe right behind her. Daring a peek over her shoulder, Plough Drag lumbered behind, his scythe clenched in his teeth. He was slow, but he was catching up. Clearwin turned back and focused on her running.

'Once I have it I'll raze Ice Draught, and Plough Drag may do with the ashes as he wishes.'

Looming above on a slanted hill pointing high into the night was Sombra, his thick black mane billowing in the frosty winds, his eyes blazing with hell fire.

I have to save them! I have to save Zima and everypony else!

The huge trees towered over her, flanking the narrow path. Between the trees the darkness undulated and slithered, watching, waiting. Why wasn't it ending? Ice Draught was just up ahead, wasn't it?

Her hoof beats were joined by another. Somepony was right beside her, on her left. She glanced over and found the Doctor running beside her. Abruptly, he sped up, zooming ahead of her. Clearwin cried out and tried to keep up, but he was just too fast for her.

'Doctor! Please, wait for me!' she begged.

The Doctor vanished through a helix of white light, twisting and burning through the air. Clearwin took a running leap into the helix. Past the glittering lights was a tunnel of flames, yawning on and on as far as she could see. Too late to stop herself, Clearwin went tumbling in, falling into an inferno.

'Doctor!' she screamed.

'Clearwin! I'm here! I'm right here!'

Clearwin's eyes snapped open with a gasp. Her eyes darted around, expecting to be surrounded by fire. Instead she was surrounded by ice. The Doctor, Rarity, Rainbow and herself were chained together by heavy iron collars and in a large iron cage on the back of a cart being pulled by a pair of ponies in heavy black plate armour. Marching in formation beside them were the living mannequins. They were travelling down an icy tunnel. Clearwin thought at first it was carved from solid ice, but a closer look told her that it was a stone corridor that had frozen over.

'Where are we?' she asked.

'Canterlot,' Rainbow answered. She struggled against her bonds, the veins in her throatlatch bulging as she tried to tear them off, but even a strong mare like her was stuck.

'If we're lucky they'll torture and interrogate us,' Rarity said, looking grim.

'Lucky?' Clearwin asked.

'If we're alive we can be rescued,' Rarity explained, her voice dropping to a whisper. 'Otherwise they might just kill us the moment they realise who we are. Rainbow and I hold two of the Elements of Harmony; if the Dark Ones decide we're too much trouble they'll kill and leave two Elements without keepers.'

Clearwin's jaw dropped. 'The Elements of Harmony? The ones Celestia and Luna used against Discord?'

'Duh,' Rainbow said. 'You know any other Elements of Harmony?'

“Rainbow dear, they explained they came from another time,' Rarity reminded her. 'Be gentle with them. They're not up to speed.'

'Yeah, I find time travel is just a little bit of a stretch,' Rainbow grumbled.

The Doctor sighed. 'This complicates matters. It's gonna be much hardier to repair the –'

He looked up, past Clearwin, his green eyes wide. 'Oi! My TARDIS!'

Clearwin looked over to see the TARDIS had been loaded onto another cart, slightly behind theirs. It was on its side, pulled along by more armoured ponies.

'What is that?' Rainbow asked.

'It's my ship,' the Doctor explained, wriggling with excitement. 'It's our ticket out of here! Well, it would if it were repaired, and I need quite a bit of assistance with that because I am clever, oh so very clever, but being clever doesn't mean a thing when I can't manipulate my surroundings!'

Rainbow looked at the TARDIS get carted off, then back at the Doctor with a sceptical eye. 'That thing's gonna get us out of here?'

'Oi, don't knock it till you see it!'

Clearwin looked at the mannequins. 'Where did these things come from? Were they waiting for us?'

'They're Autons,' the Doctor said. 'Plastic soldiers animated by the Nestene Consciousness, which is sort of a big globby brain from outer space. Except that makes no sense at all because from the sound of it this civilisation hasn't yet discovered the means of creating synthetic polycarbon-based polymers, and that's what the Nestene Consciousness requires! So, what is it doing here?'

'You know these things?' Clearwin asked.

The Doctor gave a deep nod. 'Considering I just explained what the Autons are, yes, I do. I've met them invading more plastic-based societies. They blend in well with societies that use lots of plastic. Here they stick out like a sore thumb.'

'They still caught us though,' Clearwin grumbled.

'What's a “thumb” and why would a sore one stick out?' Rarity asked.

'They're not from outer space!' Rainbow insisted. 'They're Dreamspawn! The Dark Ones created them as freaky foot soldiers! The Dark Ones must've figured out that Rarity would revisit her old store sometimes and created these new Dreamspawn as a trap!'

'Just what happened to Equestria, anyway?' Clearwin asked. 'It wasn't anything like this a thousand years ago.'

Rarity opened her mouth to answer, but the cart stopped with a lurch, and the lock on the cage clicked as one of the guards removed it with magic. The other guard's magic yanked the quartet roughly from the cage, dropping them to the floor in a tangle.

'Up,' one guard commanded in a deep masculine voice. 'The Empress shall see you lot now.'

An Auton stepped up to Clearwin, it nozzle extending to point at her. She got the message and followed the guards, the others sullenly trotting along. Behind them the Autons marched, ready to gas them if they tried to escape.

Slogging through a the frozen corridors of Canterlot, Clearwin had to laugh; she had always wanted to visit Canterlot, and now here she was, getting a tour of sorts in chains.

At last they approached a huge set of double doors, the guards' magic pushing them open for their benefit. The throne room beyond was covered in dark blue ice, the throne itself a vast jagged spire. Standing on the icy spikes jutting from the sides were three ponies in black hoods and cloaks, plus a slender Unicorn stallion with a dull white coat dressed in a black and white striped jester costume. The only colour on him were his vivid purple eyes, very similar to Darkheart's actually. He noticed them and pursed his full, black lips.

'Oh, ho, ho, ho!' His was high and feminine. He leaped down and trotted over to them, putting an exaggerated sway in his flanks as he did. 'What have we here? Oh, do my eyes deceive me?'

He touched Rainbow's chin and made a cooing noise. Rainbow growled and tried to move her head away, but there wasn't much she could do with that collar. Clearwin didn't blame her; she wouldn't want that stallion touching her either.

The stallion did a skilful back flip, landing gracefully on his hind legs, hie forelegs thrown out in celebration. 'The proud, unyielding Rainbow Dash, holder of the Element of Loyalty! One of Celestia's most treasured cronies!'

He turned his attention to Rarity, a sick grin stretching across his face. To Clearwin's horror, the stallion possessed a pair of curved fangs. Rarity turned away and winced.

'And the gorgeous Rarity, holder of the Element of Generosity! My, my, my, this is such an honour!' He nuzzled his face against her mane and purred. Rarity shuddered.

'Don't touch her, you creep!' Rainbow growled, straining against her collar.

The jester turned to the Doctor, then to Clearwin. Pursing his lips again, the jester inspected them with a cocked head. 'But who are you two?' he inquired. 'Not any of the Element bearers, that's for sure. But could you be the ones foretold? Our saviours?'

He spun away on his hind legs, laughing all the while. Stopping abruptly, he bent over backwards until his head was almost to the floor.

'The ones with the blue box?' he roared. His voice shook the room, startling all of them.

'Enough, Monochrome,' said a cold, high voice that turned Clearwin's blood to ice water. She looked to the throne and saw there was another pony she had missed on the throne itself, a tiny one hidden behind a luxurious mane of dark blue, purple and magenta, as well as an icy white. A pale gold crown sat on the figure's head, and her snow-white foreleg encircled a gold sceptre topped with a large diamond.

Clearwin's mouth went dry, her heart sinking into her stomach. 'No...'

The figure slid around on her icy throne, a Unicorn filly, gaunt and hard-featured. Her eyes were cold and without pity, a red tint rimming the sclerae. Everything about her seemed dark, cold and lonely. Even so, she was still easily recognisable as Queen Zima.

Author's Note

Another one of these. I feel quite good about this story. It went on a bit longer than I intended. It was originally to stop after the group was gassed, but I wanted to go further. I hope you enjoy this latest part.

Snowdance

The Living Darkness
Part Three: Snowdance

Queen Zima, gaunt and hardened but still recognisable as the Queen Clearwin once knew, regarded them with eyes entirely too old for a filly. They fell on Clearwin and widened, her scowl turning to disbelief. 'It can't be...' she whispered.

Zima hopped off her throne and trotted up to Clearwin, her tiny hooves making an almost musical tone against the icy floor. Clearwin's eyes filled with tears, conflicting emotions churning in her stomach.

'You're alive!' Zima crowed happily. A smile spread across her face and threw herself into Clearwin, her face nuzzling Clearwin's shoulder. The young Queen sobbed quietly. Clearwin shivered; Zima's body was icy cold.

'Your Highness,' Clearwin began, her teeth chattering, 'what happened? To you, to Ice Draught, to Equestria?'

'How can this be?' One of the hooded ponies hopped down from the throne and trotted up to Clearwin. The pony drew the hood back, and Clearwin wasn't all that surprised to see it was Grand Vizier Darkheart, looking unchanged for the most part. How many others had survived?

Zima broke away, peering up up Clearwin. 'It is her!' Zima insisted. 'I'd never mistake another for Clearwin!'

'Surely another miracle of Blackmirror,' another figure said. By the voice, it was Stormheart.

'She really does know them!' Rainbow accused.

'She did, but not the way you think,' the Doctor defended.

Zima jerked her head toward Rainbow and the Doctor, her eyes now filled with rage. 'Silence!' she growled, baring her teeth. Like Monochrome, Zima now possessed a pair of curved, predatory fangs. Clearwin shuddered and looked away. A pony with fangs was just...unnatural. Especially a foal.

Something small and soft brushed against her legs, like an affectionate cat. 'Do I frighten you now, Clearwin?' came Zima's voice.

'A little,' she admitted, shivering.

A dry little chuckle. 'We've changed so much since we last met. Barely alive, you came to Ice Draught warning about Sombra's revolution, dying soon after. Darkheart believed you, and convinced a hundreds of nobles to retreat to the castle. The revolution began not moments after, and we were forced to Coldheart's dig site. Cold and afraid, we huddled in the caves. Unfortunately Sombra wanted the dig site too, and came to claim it. The Heart sisters took me to the deepest part of the site where Coldheart's special project was, the Black Poison Crystal.'

'What did you do?' Clearwin asked. She wasn't certain she wanted to know the answer.

'Coldheart said it had a powerful magic inside,' Zima answered. 'So we tried to harness it. It was so cold, so deathly that it was painful to draw on. None of us could use it. At last, as Sombra broke through the entrance, promising to do all sorts of awful things to me before I died, I begged the Black Poison Crystal to help us, that we would all die unless we had a miracle.'

Clearwin opened her eyes to find Zima nuzzling her throatlatch. 'And we got a miracle,' Zima told her. 'A beautiful voice came from the crystal, telling us we would survive if we accepted its power but that we would be changed forever and must pay tribute to that power. We agreed, and a vast wave of darkness burst from the crystal, sweeping over us and throwing Sombra and his followers from the cave. Filled with that dark power our magic had increased far beyond normal, and we devastated the rebels.'

Zima's eyes lit up with the memory, her mouth curling into a wistful smile. 'All of a sudden they were like little bugs! We dismembered them, crushed them, set them ablaze! We set upon Sombra and tore him apart with our teeth. I had the honour of ripping his throat out!'

She let out a childish giggle that turned Clearwin's blood cold. There was no doubt Sombra was a monster, but did even he deserve to be eaten alive? More than that, sweet little Zima's pleasure in the act was unthinkable.

'That's when I discovered how delicious ponies are,' Zima continued as she licked her lips. 'It was like we had never eaten before. We couldn't stop ourselves from digging into that dark, hot flesh, that thick, rich blood. That's when we realised we were forever changed by the Black Poison Crystal, and it was far from the only change.'

Darkheart, Stormheart and even the guards began to pant, their jaws almost slavering at Zima's description. Monchrome bared his fangs in a feral grin at Clearwin's new companions. Rainbow growled back defiantly while Rarity covered her face and the Doctor remained impassive.

Clearwin's vision swam, the throne room going blurry. She struggled not to vomit or pass out. 'Your Highness,' she choked out, 'please, no more. I can't...!'

A pair of petite hooves gently gripped Clearwin's head, and she found herself staring deep into Zima's eyes. 'No, Clearwin,' she said, soft but resolute. 'You are going to hear everything I have to say. You're my subject after all, even if you should be dead by now. Do you understand?'

Clearwin nodded, her face uncomfortably hot. Her ears throbbed with blood.

'Good.' Zima released her. Clearwin immediately sucked deep lungfuls of air down to steady her stomach.

Slowly, Zima walked a circled around her, her head held high. 'We soon discovered that the Sun's light burned us terribly, that fruits and vegetables gave us no sustenance, that we craved meat. We also found that we stopped ageing, magic dissipated when used against us and our power was beyond anything we could have achieved as mere Unicorns. We were now Dark Ones, the apex predators of Equestria!'

'And that gave you the right to kill and enslave your neighbours?' the Doctor suddenly asked, his voice hard and his eyes narrowed. 'A “superiority” that wasn't even yours to begin with?'

Zima growled, whirling upon him in an instant. 'Everything I did was to ensure our survival,' she hissed. 'The other ponies couldn't live with us! We were abominations to them, and they made war against us! We had to subjugate all of Equestria and block out the Sun to retain peace!'

'Liar!' Rarity jumped up, her chain rattling, an accusing hoof pointed tremblingly at the young queen. 'Celestia and Luna wanted us to live in harmony! They offered to set aside a place where the Sun never touched and to breed plants that had the nutrients of meats, all for your comfort! You rejected their offers because you wanted to rule Equestria! Everyone's dead because of you! Equestria's dying, and it's all –'

With sudden savagery that Clearwin never would have expected, Zima was upon the beautiful Unicorn, her teeth buried in her throat. Clearwin uttered a terrified cry as Rarity crumpled to the floor, blood staining her white coat. With a defiant roar Rainbow threw her forelegs around the vicious filly, trying to pull her off, but Zima was stuck fast to Rarity. The Doctor beat at Zima's back and sides with his hooves, but the guards yanked their chains, pulling him and Rainbow away from Zima and Rarity. Curing and spitting, Rainbow pulled as hard as she could, reaching for Rarity. Clearwin could only sob in terror as Zima raised her head, her muzzle crimson with Rarity's blood. Her sides heaved as she licked blood off her lips, glaring at the dying Unicorn. Rarity laid on her right side, a ragged hole in her throat, her blue eyes glassy. Her barrel barely moved, and her every breath made a ghastly wet sound.

Zima regarded Rarity for a second, then raised her right foreleg to her face. Baring her fangs, Zima ran her delicate leg under the fang, cutting a neat bloody line. She pushed her wounded leg to Rarity's mouth.

'Stop!' Rainbow cried, enraged tears filling her eyes. 'Leave her alone!'

'What are you doing to her?' the Doctor demanded.

'I'm not going to let Rarity die,' Zima muttered as she fed her blood to Rarity. 'Oh no, that would be too easy. I'm going to make her understand what it's like to be a Dark One. I'm going to lock her in the deepest cell in my dungeon with no meat or blood to eat, and when she's mad with hunger and admits her new craving, I'm going to bring Rainbow Dash down and carve chunks of her off while she's alive and screaming, and feed them to Rarity.'

Monochrome cackled. 'A marvellous idea, Your Hightness! May I suggest starting with Dash's wings?'

Zima nodded to him. 'Let's remove her wings now, just to be safe. Guards! Take Rarity to the cells, then prepare to cut Dash's wings off!'

An enraged bellow burst from Rainbow's mouth and she frantically struggled against her chain. A guard unlocked Rarity's chain, and another took the limp figure away. Clearwin's stomach tightened. 'Zima,' she croaked, 'please, think about what you're doing! This isn't you! What happened to the sweet little filly I used to take care of?'

Zima turned on her, silent. Something flickered in her eyes – doubt? Then her expression hardened. 'Quiet, Clearwin,' she uttered in a deadly tone. 'I want you to enjoy becoming a Dark One, but if you resist I'll give you the same treatment as Rarity.'

A guard entered, a big, ugly serrated sword over his withers. Rainbow's eyes sprang wide, realising what the sword was for. Screaming and cursing, she yanked and beat at her chain, but it was no use.

Desperate, Clearwin turned to Darkheat and Stormheart. 'Please! Tell them to stop!' she pleaded. 'You can't let Zima do this!'

'I'm sorry, Clearwin,' said Darkheart, a hint of remorse in her voice. 'We've been Dark Ones a thousand years now. It's too late to see your kind as anything other than prey now.'

'We're in danger of dying out,' Stormheart added. 'It's us or them now.'

The Doctor glared at them, trembling with rightousness. 'You call yourselves superior, but you are so much less than Clearwin, Rarity and Rainbow here.'

Darkheart shot him a look. 'The Way of Blackmirror tells us that our salvation shall come with a Doctor bearing the Blue Box. While it says the Doctor must live and be of sound mind, it says nothing about being whole. So be quiet or we'll saw your leg off when we finish with Dash.'

The guard approached, his magic raising the saw-sword to Rainbow. Her eyes bulging, her teeth clenched, Rainbow let out a bellowing roar and bucked as hard as she could muster. The guards holding the chains were dragged forward, taken off guard by Rainbow's prodigious strength. One of them dropped a spear, the weapon clattering by Rainbow's hooves. Faster than Clearwin could follow, Rainbow had snatched up the spear, swinging it in a wide arc into the saw-sword-bearing guard's head. He grunted as the tip clanged off his helmet, but it was only a distraction. Rainbow's adjusted the spear, ramming the tip through one of the eye holes with a horrid squishing sound. With a gurgle the guard collapsed as blood poured from the helmet. Clearwin was grateful she couldn't see the damage to his head.

'He has a key!' the Doctor called, diving for the corpse before the guards could restrain his chain, grasping the heavy key in his teeth.

Hissing, Zima, Darkheart, Stormheart and Monochrome's horns blazed with black magic. The Doctor and Rainbow would be dead in an instant if they couldn't escape that very moment. Clearwin looked to the fallen guard and rushed to his side, grabbing the saw-sword with her magic. She moved to block the Doctor and Rainbow, holding the sword out.

'Put that down and step aside this instant!' Zima ordered. 'Do you really think you can challenge us with that?'

'Yes, actually,' Clearwin said. She turned the serrated tip around, putting it to her throat. Zima's eyes went wide.

'What are you –'

'You clearly value me, even a thousand years later,' Clearwin calmly explained. She felt cold, a detachment to the world. Was it a coping mechanism? 'You missed me all those years. Now I can kill myself and leave you again, this time forever. It was awfully lucky you got a second chance at having me around. Don't blow that chance, Zima.'

'This is ridiculous,' Stormheart said, taking a step forward, her horn glowing ominously. 'Clearwin, I kind of like you from what I remember of that one time we talked, but not enough to sit through this. I'm going to kill you, and that will be that!'

'Don't you dare!' thundered Zima, smacking Stormheart's leg. 'I will have Clearwin alive!'

'Then stand back and let my friends unlock us,' Clearwin said. 'If you do and let us walk away then you might have another chance to capture me. Right now though I'd rather die than become a Dark One, so if you approach me...'

The blade just barely nicked the skin of her throat. Her face was stony. She was strangely fine with death even though she had begged to be saved not so long ago. The way she saw it, becoming a Dark One would be worse than death.

The throne room fell silent, Zima glaring at her, but her eyes were worried. She was judging Clearwin's intent, and Clearwin hoped that Zima could see she was serious. Finally, Zima sneered.

'Fine, I shall allow you to leave the throne room unmolested. Know this though: The palace is crawling with my new invasion force. You will never leave this place, not until I say so.'

Clearwin nodded. 'Good enough for now.'

Rainbow unlocked their manacles, the heavy collars dropping to the floor with a clang. The trio backed out of the throne room, Clearwin continuing to threaten herself with the sword. Once in the corridor, Rainbow slammed the doors shut.

The Doctor let out the breath he was holding. 'That was brilliant, Clearwin!' he spoke giddily. 'And Rainbow, what a job that was!'

Rainbow sagged, her eyes heavy. 'We have to find Rarity,' she said. 'I'm not leaving without her.'

The Doctor's countenance turned as grim as Rainbow's. 'Yes,' he agreed. 'It won't do to leave her here, but it will be somewhat of a challenge getting her out in that state.'

'Even if we do get her and get past the palace's defences,' Rainbow said glumly, 'she might be able to survive at Celestia's base. Nopony's ever turned back from a Dark One before, and Celestia's solar magic might burn her up. We can't just turn that off though! We need it to live out there!'

'If I could get the TARDIS running there's nothing they can do to stop us,' the Doctor mused. 'The problem is getting to it and fixing it in the first place. If we could get the door locked when inside it though we'd be safe, and I doubt the likes of these could have succeeded in that.'

Clearwin nodded, only half listening. Her legs shook and the sword seemed much heavier than before. She couldn't believe what had just happened. She tried not to think about it; if she did she wasn't sure she could function any more. She squeezed her eyes shut, but all she could see was poor Rarity having her throat torn out by Zima. Her eyes snapped open right away.

The Doctor clapped his hooves together. 'Right! So, we find the TARDIS and recuperate there for a bit, then rescue Rarity! I might even be able to halt the transformation if we're lucky.'

He peered around. 'Just watch out for any Autons,' he warned. 'If we're gassed a second time then we'll have a much smaller chance for escaping. They will probably make good on their efforts to incapacitate us through dismemberment while we're unconscious.'

'Do you remember where you last saw it?' Rainbow asked.

'It was lower,' the Doctor said. 'Those tunnels they brought us up through. It's the only lead we have, so let's go see!'

Clearwin and the Doctor trotted along, Rainbow flapping her wings above them. I hope the Doctor's right about this, Clearwin thought.

Zima sat on the floor, glowering. She wasn't just angry but confused. Why was Clearwin being so stubborn? Wouldn't she be thrilled to have immortality, to ascend to a greater existence? Instead she rejected it, claimed she would rather die. What was wrong with her? Didn't she want to play and cuddle together while reading fun books any more?

'Darkheart. Monochrome.'

The two lackeys appeared at her sides, flanking her. 'Yes, Your Highness?' Darkness asked.

'There isn't another Clearwin in the other world, is there?' she asked.

'She would be long dead in the other world,' Darkheart answered.

'So this is the only chance I have before we leave.' Zima turned to Monochrome. 'The ritual is on hold until I have her safely. Do you understand that?'

The grey jester managed to stop grinning for a moment, although he still giggled. 'That...that shouldn't be too much of a problem, Your Highness. Your people and the invasion force can wait a little longer. We still have our emergency rations.'

'Inform the slaves their work is over,' Zima instructed. 'We can feed off them if the rations run out.'

'Is it wise to put the ritual off now?' Stormheart asked. 'Queen Blackmirror wanted us to begin as soon as we had the Blue Box and the Doctor. She might not be happy about this.'

'She can have the Doctor when I have Clearwin,' Zima snapped.

Darkheart and Stormheart exchanged grimaces, but said nothing.

'Queen Blackmirror is very patient,' Monochrome cooed. 'She can wait if she needs to. It's just that if we wait too long then we might be stuck here with a dwindling food supply.'

'The ritual can happen any time,' Zima countered. 'Conditions might be less optimal if we invade later, but we can still succeed with our assembled forces. They'll bring Clearwin and the Doctor back to us soon enough.'

She trotted off to behind the throne, leaving through the added chamber to hold the Black Poison Crystal. It stood tall, pointing to the frozen roof like a sharply-cut pillar. A toxic green glow churned under the smooth surface, moving like a half-glimpsed fish beneath murky waters. The blackness of it sucked all the light and warmth away, leaving the chamber chilly even compared to the rest of Canterlot.

Zima planted her hooves against the huge crystal's side, touching her horn to its depths. The first time she had tried it had so cold and painful that her life was nearly torn from her that instant. Now she was the same as it, as recognised her as its mistress.

Zima's orders flowed into the crystal, transmitting them to her soldiers, old and new. Bring the tan Earth Pony stallion and the brown Unicorn mare back to me alive at any cost! The blue Pegasus mare is expendable.

Clearwin was grateful for the cold in the tunnels. The frosty temperatures distracted her from thinking about Zima too much. Unfortunately, all the ice on the floor made it difficult to move quietly; their hooves crunched no matter how lightly they tread. Rainbow had it easy being able to fly above them. Luckily their enemies were even noisier, trampling through the tunnels without regard for stealth, so that noise covered for them and alerted them when the guards were coming through.

'Have you seen it yet?' the Doctor asked Clearwin as she peered into a storage closet.

'It's not here,' she said, moving to the next door.

Rainbow came flying up, waving her forelegs. 'I found it!' she said. 'Come on! This way!'

She zipped to a room further down the corridor and pointed in. It was a much larger area with a magic laboratory set up in there with flasks and beakers of colourful liquids lining the tables and shelves. The TARDIS stood in the centre, the door hanging ajar.

The Doctor gaped in horror. 'That shouldn't be possible! I locked it before leaving! There's no way anyone could have gotten in! Well, all right, an especially clever genius with very clever fingers can pick the lock, but no-one here has fingers, clever or otherwise!'

'Shh!' Rainbow jabbed a hoof into the Doctor's mouth to shut him up. They all ducked down. Another black-cloaked pony sauntered out of the TARDIS, swaying her shapely rump as she hummed a merry tune. Coldheart. Twirling around her horn was a silver key on a short chain.

'La la la,' she sang, 'if you look behind the P, then you'll surely find the key! La la la...'

The Doctor peered up at the TARDIS. 'Ah, the spare key,' he whispered.

Coldheart whirled around, fangs peeking from her wide grin. 'I know you're there!' she sang. 'I can see your body heat, smell your your lifeforce! Did you bring me lunch? I'm so hungry, so I might just eat you with it!'

Rainbow sprang up and launched a powerful kick toward the blue Unicorn. Her hoof slammed Coldheart's shoulder, knocking the mare to the floor. Coldheart twisted her side, her horn expelling a long stream of ice at Rainbow. Rainbow pulled back in time for the ice to fly past her and into the ceiling, the magic freezing it over so icicles formed all over.

Clearwin activated a wind spell, blowing flasks and and jars from their places and hurling them at Coldheart. A heavy jar shattered against the side of her head, but she didn't even slow down to turn and fire her ice spell at Clearwin. She threw herself to the floor to avoid being entombed in ice.

Crawling along the heavy table, Clearwin peeked out from the edge to see Rainbow continue her dive bombing assault on Coldheart. She delivered a flurry of kicks to Coldheart's face, but the scholar didn't seem to notice. She merely giggled and fired off more ice spells.

Clearwin took a bottle of red fluid and threw it at the mad Unicorn. It missed, sailing over her back, and landed beside her, exploding into flame. Coldheart shrieked at the sight of fire and stumbled back from it, her eyes bulging in terror. Flames crept up her cloak, prompting her to scream again. She dropped everything to tear her cloak off, but her movements were so frenzied that the flames were fanned, spreading to the rest of her clothes.

'I'm on fire!' she screamed. 'Help me! Help!'

Her pleas cut Clearwin to the bone. Coldheart might have just been trying to kill them, but the panic in her voice was unbearable. She ran over and grabbed the burning cloak, pulling it off Coldheart in a single movement and tossed it away.

'What are you doing?' Rainbow demanded. 'She's a Dark One!'

'She's still a pony!' Clearwin moved to the shivering Coldheart, who had curled up on the floor. She fired an ice spell into the fire, extinguishing it with a loud hiss. She laid prone, not making any sort of move to attack them.

The Doctor peeked out from the TARDIS door, a strange metal wand with claws on one end clutched in his teeth. 'Oh, you got her! I was going to analyse her for a weakness to exploit, but it looks like you found one first.'

'Being near fire freaked her out pretty badly,' Rainbow said. 'Dark Ones never come out on sunny days, so I guess fire's extra bad for them.'

'What's that you've got there?' Rainbow asked him.

The Doctor deposited the wand on the floor. 'A sonic screwdriver, the ultimate in scientific instruments. I dropped it when the TARDIS crashed, and after a little rooting around found it again.'

He peered at the screwdriver, positioning it at Coldheart, then carefully pressed a button with his hoof. The clawed end glowed green and emitted a high-pitched whine.

'Does it have to be on the floor?' Clearwin asked.

'No, but I can't use it with hooves.'

Rainbow rolled her eyes. 'Of course you can! Give me that!'

Over the Doctor's protests, Rainbow picked it up, the screwdriver sticking to her blue hoof. The Doctor fell silent as he watched Rainbow curl her hoof around the strange device firmly, waving it like a baton.

'See? I don't know why you don't think you can't do that.'

'Blimy,' the Doctor said, eyes following Rainbow's movements. 'Look at that. All right, won't knock the hooves any more. Those are brilliant!'

She offered it back to him, smirking. 'Now you try.'

He held a hoof out, and she passed the screwdriver to him, the instrument sticking to his tan hoof. He grinned with delight as he gripped the sonic screwdriver, activating the light. Clearwin was beginning to think he was telling the truth about not being a pony prior to arriving in Equestria.

'I have hooves now!' he announced. 'Hooves are cool!'

Standing up on his hind legs, he did a complete spin, twirling around to face Coldheart, his screwdriver alight with an emerald shine as he waved it over the prone pony.

'Hey,' Rainbow said, 'did anypony hear the fight?'

Clearwin gasped, her eyes immediately going to the door to be sure, and froze. Standing in the doorway, glaring at her, was a lean grey stallion in a black top hat and coat. The same one that she spotted running away in the town. She was sure of it. His eyes bored into her, his long face twisted with hatred. Clearwin couldn't speak, couldn't look away.

'Clearwin?' asked Rainbow with concern. 'Clearwin, are you OK?'

Clearwin tore her eyes away from the stallion, flicking back to Rainbow. 'We've been caught!' she cried.

'What?'

Rainbow flew over, looking around. 'Did you see somepony?'

'In the door! Look!'

Clearwin turned back to find an empty doorway. There was no sign of a stallion or anypony else for that matter. Had he run away? She would have heard him, surely. A teleportation spell? More likely, but those were flashy. He was gone.

'Nopony's here,' Rainbow said.

Clearwin shook her head. 'I...I thought...'

'Oh ho!' the Doctor exclaimed. She turned to him. He was looking at his screwdriver's buttons, his eyes alight. 'Oh ho! Baby, you are beautiful! A binary vascular system like yours truly, a set of gill slits in the neck, retractable fins for amphibious living, a skeletal structure as strong a steel and infinitely regenerating cells! For all intents and purposes, this pony here is immortal! But that's not all! She's actually dead! Not in the way you'd normally think; her hearts beat, her body makes fluid, but she has no lifeforce! She's sterile too; the only way she can reproduce is my converting others into more Dark Ones! Yet with so many strengths, natural sunlight would cause severe burns, her cells stop regenerating when burned, strong winds make their skin dry out and crack and plant life is poisonous to them!'

He clapped his hooves, twirling excitedly. 'This was no evolution. Evolution is never this precise, this perfect. This was the result of extraordinary genetic tinkering. But why such debilitating weaknesses? Surely the designer knew that a sunlight vulnerability would be a terrible design choice!'

He paced around with nervous energy, a feverish look to him. 'No! No, perhaps it was a good idea! Equestria was devastated by the Dark Ones when they...!'

He turned to Clearwin and Rainbow, a big grin on his face, holding his foreleg out to them invitingly.

'Erm, block out the Sun?' Rainbow asked.

'Exactly! The sunlight vulnerability might have been added to keep their population in check! They are so powerful, so strong that they would unbalance entire ecosystems over night! They could easily be controlled with a regular sunrise.'

He stopped, a frown on his face. 'But why make it transmittable? Why turn the population of Ice Draught into Dark Ones at all? It makes no sense. Was the Black Poison Crystal the transmitter of the mutation and they found it by accident? Could Zima have imagined a voice telling her they would be saved and it was all a coincidence they were transformed that moment? They seem to have some sort of prophesy regarding me specifically.'

He turned to Coldheart and took the key she had away from her. 'And how did you know where to find this?' he demanded.

Coldheart chuckled, the first noise she made after her panic. 'The Way of Blackmirror told us that the key to the Blue Box was hidden behind a p. We didn't understand that until I saw the Box up close and found the key behind the letter p on your sign. You must be the Doctor then.'

She began to laugh, a high, keening laugh that hurt to listen to.

'We've been waiting for you, Doctor,' she said. 'Waiting a thousand years for you. Now you're here, and we can leave this dead ball of ice for a verdant, lush land, filled with fat, happy ponies to feast on!'

The Doctor crouched beside her, his eyes narrowed dangerously. 'If you think for a moment that I'm going to invite you lot on my TARDIS so you can ravage new civilizations, you are more wrong than about anything ever in your life. In fact, I'm going to see to it that the Dark Ones starve to death before they spread any further.'

Clearwin shivered, a bit taken back by the statement. How did a stallion just jump from a cute and cuddly (if rather daft) scientist to being so ruthless? He was clearly more dangerous than he looked.

If Coldheart was intimidated she didn't show it. Instead she laughed again. 'Oh Doctor! We don't need your TARDIS to escape. Just you being here is enough to fill our invasion force to overflowing! Wanna see?'

She raised up, throwing her head back and cried, 'Mr Pepper!'

Another door opened in the back and some...thing emerged. Something large and gleaming in the dim light. Only a slight whirring noise gave away its presence; otherwise it was silent. Moving around the TARDIS, the thing came into view. Clearwin was at a loss to understand what she was looking at. A giant pepper pot, perhaps? A big bronze pepper pot, with a domed head with a telescope and a pair of light bulbs sticking out. Emerging from its middle was a plunger and a small metal stick. It wore a long skirt covered in rows of metal spheres, the skirt so long that no legs were visible beneath it.

'What is that?' Rainbow asked, as confused as Clearwin. They looked to the Doctor, and Clewarwin was dismayed to see that he didn't look confused. His eyes were growing wide with shock, his breathing heavy.

'No,' he whispered. 'Not here. Not in Equestria!'

'You are the Doctor!' the pepper pot suddenly shrieked. It's voice was a hideous strangled whine, so piercing that Clearwin felt like drills were being shoved into her ears. 'You are an enemy of the Daleks! Exterminate! Exterminate! Exterminate!'