The Cold of Winter

by Fedora

Rating: teen
Tags: Lyra, My Little Pony: Friendship is Magic, Dark, Doctor Whooves, Other, Changelings, Adventure, Derpy Hooves, Crossover
Length: 16037

The Companions and the Sixth Doctor must rescue The Ninth Doctor from the icy hold of the Wolf

In the aftermath of the Bad Wolf seizing control over the 9th Doctor's body, The Doctor's past self and everypony else involved with the incident in the matrix must look for a way to free the Doctor from the Wolf's corruptive power.

Meanwhile, the Wolf has been busy wreaking haphazard vigilante justice across the galaxy, and now threatens to bring the battle to the home front as Equestria enters the 21st Century.

Published 2014-03-09 20:20:10 UTC
Last updated 2014-04-23 14:26:52 UTC

Tracks in the Snow

A thin layer of snow coated the beaten trail through Whitetail Woods. A set of black, porous hooves tread a new path through this freshly-fallen snow. Following this set of hooves was another. Two tall, slender figures made their way through the frosted woods in silence. Sometimes, an animal would make a sound and the first figure would pause, looking over his shoulder to see if they were being trailed. The second figure would stop too, waiting for the signal to keep moving.

The pair made their way deeper into the forest, coming to a thicket where the snow coverage was sparse and dried leaves from the fall still coated the ground. This they chose as the spot to rest, spreading tangled branches apart for a place to sit.

The second figure was female, but wasn’t a typical looking pony mare. A crooked horn sat atop her skull, and her mane hung like a tattered membrane over the side of her face. Despite her monstrous appearance she had a sort of youthful quality that contrasted to her father’s world-weary furtiveness.

They sat in silence for a few minutes, listening to the sounds of nature. Animals scurried about, late in their preparations for the first snowfall and scrambling to finish stocking up on every last bit of food for the oncoming winter.

“After four years, I’ve grown accustomed to how alive this part of the world is, even in the bleak season.” the male said to his daughter.

“It’s alien to me.” she said.

“I know I’ve often said I felt that those four years were wasted, that I didn’t get anything out of it…” he trailed.

“The conquest was a failure,” the daughter continued, “but you think you got something useful out of it?”

“Yes. I became one of them. A single day acting as the mayor was more insight into the mind of a pony than months of observation, or imitating a mere civilian.”

“Because they went to you for guidance.” suggested the daughter, “Or because they came to you with problems.”

“Both. I feel that I can now think as one of them. Take this season for instance. For the ponies, it represents a time of cheerfulness and celebration. It coincides with their holidays, where they pay tribute to values like love and friendship.”

“...and kinship?” the daughter asked, “How do they value the blood-bond?”

“Equal, but differently.”

A faint wind started to blow, kicking up particles of snow and tossing them back into the sky to fall back to earth a second time. Both father and daughter were quietly contemplating what needed to come next, the topic heaviest on both minds.

“What do you think of him?” asked the younger changeling.

The father was quiet and unmoving save for his eyes, which swiveled around to all corners of his vision. He moved his head to each side and scanned the periphery for signs of movement.

“I see why he calls himself the Wolf.” he said in a low voice, “There is a wolfish aspect about him, I can sense it. I see it in his eyes; the cold calculation of a predator. I know he doesn’t have our interest at heart, but…”

“But?”

He sighed.

“I think we’d never have gotten this far this quickly without him. I can only hope that he keeps to his word once the invasion is complete.”

The daughter shook her head.

“I disagree.” she said, “If he is helping us because he wants a share of Celestia’s kingdom, as he says, then he will want it all for himself in time. We must display our readiness to strike back to deter him from doing so.”

The older changeling smiled.

“I see your reasoning, but it’s clear you haven’t the mind of a Queen yet.”

“And why is that?” she protested, “What is the fault in preparedness?”

“Nothing,” the King grumbled, “but if we were to display our distrust, even a little bit, then we can count on losing the Wolf’s support.”

The wind picked up once more. Large gusts blew snow in a miniature blizzard, and a reverberating groan started to fill the air. Behind the two changelings, a large blue box began to fade into existence out of nothingness.

“He arrives,” the daughter said, “What shall I say?”

“Nothing. Keep it to yourself for now.”

The box was now completely materialized. It looked a little beat-up. A layer of blue paint had been scraped off from the side, revealing the bottommost layer of blue and white graffiti from which the wolf got his name.

He stepped out the front door.

“King Metamorphosis, Princess Chrysalis.” he began, “I bring news from the ponies.”

The Wolf resembled a gray earth pony, and wore a tattered overcoat. He paced in the knee-high snow and cut a path between the two royal changelings.

“Their holiday, Hearth’s Warming, approaches.” he said, “over the next week families will be leaving the densely populated cities to visit relatives in the towns and villages.”

“The ideal time to strike at the heart of their capitol, Canterlot.” murmured Chrysalis. The King seemed to agree, but the Wolf was quick to shut this idea down.

“It would be unwise, tactically. In spite of what I said, Canterlot will become the hub of all the celebration, and every house will be well stocked with food and supplies for the holidays. It would be better to strike after the Holiday season ends, when the winter is at its coldest and supplies that could feed the resistance efforts are low.”

The King nodded.

“Additionally,” the Wolf continued, turning about and locking eyes with the changeling ruler, “I recommend attacking a small town first, on the north side of Canterlot mountain. Coltchester would make the perfect base from which to stage the main assault.”

“I thought that we were to take out the capitol in one fell swoop,” the King said, “Why would we attack a village first, especially one so close to Canterlot? It would raise alarm and bring Celestia’s iron hoof down on top of us within the hour.”

“Tactics, your highness. It would draw less attention if Coltchester falls quietly. Plus, if you gather your forces there then it’s only up the mountain to Canterlot, with less chance of being discovered if you moved your entire army over land.”

Neither Metamorphosis nor Princess Chrysalis had anything to say on the matter. Though reluctant as always to change his plans, The King realized that what the Wolf said made sense. It was the Wolf that broke the following silence.

“I have something to give you,” he said. Out from somewhere inside his overcoat he withdrew a clear orb, and held it out for the King to take. He examined its surface, and peered inside. Within the orb was an image of Celestia’s throneroom.

“Use your magic, and you can hear anything that goes on in that room.” the Wolf said. He was already on his way out, backing into the blue box.

“See you back at base camp.”

****

A brightly-dressed stallion and a unicorn mare slid down a steep gravel hillside. The mare wobbled and struggled to avoid falling on her face, but the stallion moved his body like a surfer catching wave. Overhead flew two pegasi, swooping down to the bottom of the gravel mountain much faster than either of their non-winged allies.

The Sixth Doctor reached the bottom and jumped down onto solid, compact dirt. Lyra tumbled down after him much less gracefully and barely avoided a crash with the colorful timelord.

“Careful, careful!” the Doctor warned, backing up out of Lyra’s path. Medley and Derpy swung in for a landing, joining the Doctor and Lyra on the ground.

Around the four time-travellers were many oversized gravel mounds like the one they just descended. The Doctor peered back up to the top of the nearest one, noticing how much the shape of the blue police box stood out.

“I meant to land it in a side-street,” he admitted, “that’s the trouble with the TARDIS, she’s no good at precise landings.”

“Nine does them all the time,” Derpy said, “But only on short hops.”

“Well there you have it.”

A loud noise came from somewhere to the southwest, and everypony flinched. The gravel mound shifted and the TARDIS came sliding down the side, hurtling toward the four gathered at the bottom.

“Hit the deck!” Medley shouted, as everypony dove out of the way.

Just before the TARDIS would have smashed into the ground it vanished, rematerializing about 100 yards to the west of where it had been before, but on flat soil.

The Doctor stood up and looked over to where the ship had appeared, cocking his head.

“That’s the first time that’s happened.”

*****

The four made their way toward the source of the loud sound, climbing up onto a large plateau that seemed to stretch out for miles. Squarish metal boxes lined up in rows, each emitting a low-pitched hum. One of them on the far side was blackened and a column of smoke trailed into the orange sky.

The Doctor led the way toward this broken box, and when the group got closer they noticed crackling entities swarming around it. The entities resembled jellyfish, but were made up of bright clouds of electric-looking bolts

“Doctor, that’s… those are…” Derpy stammered, her mouth gaping open.

“Synax repair drones repairing the life support units,” the Doctor announced, “I wonder…”

He cupped his hooves, trying to call over to the Synax. Derpy grabbed at his hooves to pull them away.

“No, they’re dangerous Doctor!” Derpy protested, “They tried taking over Equestria and forcing themselves to inhabit pony bodies.”

“Rubbish,” the Doctor said, cupping his hooves once more.

“Hello, Synax!” he called. The workers stopped their repairs at once, moving into a straight line floating a meter off the ground.

“Oh great,” Medley muttered, “You’ve got them looking at us. Smooth move, Doc.”

The group of Synax clustered and started moving away from the damaged box, toward the time travelers.

“They’re… uh… they’re coming this way.” Lyra said.

Derpy was the first to take flight, flying away from the approaching Synax. Medley followed her after a moment’s pause. Lyra held out, torn between how scared her friend was and the Doctor’s nonchalant attitude about the dangerous and deadly electric creatures. When they had gotten too close for comfort she too ran in the opposite direction, leaving only the Doctor to face the Synax group.

The crackling jellyfish-like creatures stopped about a meter away from the Doctor, forming a semicircle around the height of his face.

“Hello, I’m the Doctor.” he said with a grin, “I’d like to be taken to see the president, if possible. I have very urgent matters to discuss.”

****

They were led through cramped, narrow corridors devoid of decoration. Derpy considered what she already knew of the Synax and decided it was fitting for one of them, but not for a pony like her. The Doctor being the tallest of the four had to keep his head ducked down to avoid hitting his head whenever they passed through a doorway or crossed a threshold of some sort.

Two Synax creatures flanked the ponies on either side with one up front and a fourth bringing up the rear, boxing them into a two-by-two file. Lyra thought it suspiciously reminiscent of prisoners being escorted from a number of black and white films. She kept glancing up to the Doctor in front of her, hoping he’d glance back and try to communicate with her and Derpy. She wanted some sort of sign, a signal for what they should do.

The group was marched sideways into a much wider corridor, lined with the first set of decorations they had seen. Old, sagging tapestries depicted something resembling an equine at the top, with a slightly different form below. Below that was another equine- or was it the same one- with a glowing mane. Two more equine forms were present below that one, depicted as more and more luminous and then showing the signs of the crackling energy that defined the Synax. At the very bottom of this tapestry was a Synax creature as the time travelers observed them now, with a more fluid energy-like form.

Lyra took an interest to the tapestry at once, trying to interpret its meaning. The group moved along too quickly for her to get a good look at it, and she didn’t care to find out what would happen if she broke the formation.

Their surroundings became increasingly grander the more they pursued this path, and the dimensions became more suitable for the comparatively tall ponies. The Doctor seemed to welcome the chance to stretch his neck, and held his head high. In the back, Derpy could no longer see over the Doctor’s blonde mop of a mane, and tried to hover in the air to see reflexively. She winced and landed on the ground forcefully, hoping that the Synax surrounding her didn’t interpret it as an escape attempt.

They arrived at a complicated-looking control center with tubes running along the ground and up the walls. The place was a hive of activity and humming power, and had a very wide, open space not unlike the console room of the Doctor’s TARDIS Derpy was familiar with, but bright and very, very clean. Sleek translucent screens were arranged in semicircles, each accompanied by a Synax creature. In the very center of this area was shimmering power conduit running from the top of the ceiling to the floor. It resembled the one Derpy had encountered before, but on a gargantuan scale.

“Where is the President?” the Doctor asked aloud, hoping for a response.

A rather large version of a Synax creature approached the Time lord, but did not immediately communicate. It glowed with a violet hue compared to the blueish or white of most of the others. Lyra considered the possibility that it simply didn’t know how to communicate with any of them. After all… did they even have a mouth? Let alone the ability to speak the same language.

A response did come from the violet-glowing being that she took to be the “President” in a dry, disembodied voice.

“You haven’t aged a day since I saw you last, Doctor.”

“And you as well,” the Doctor said, “Er… when did I last visit? My memory’s a bit foggy.”

“Sixty-seven years ago,” said the Synax President, “You were with a pony named Periwinkle?”

“Ah.”

The violet Synax hovered around the height of the Doctor’s eyes, and slowly circled the entire group of ponies gathered. Medley looked a bit interested in the translucent monitors around the control center, and made a motion as if she was going to walk over to check it out, but stopped when the President circled back around in her direction. It regained its prior position, and continued talking.

“What happened to Periwinkle,” it said, “and who are these three?”

“Well, the bit about Periwinkle is sort of complicated.” answered the Doctor, forcing something that might pass as a smile on his face, “I won’t bore you with the details. These three are Me-”

“I’m Medley,” she interrupted, “and this is Derpy Hooves and Lyra.”

“Heartstrings,” injected Lyra, “Lyra Heartstrings.”

“Right.”

The Doctor shot a glare at his companion.

“What I came here to ask you for was a favor,” the Doctor continued, “I know I’m usually not one for collecting old debts, but I have a need for some of your technological expertise and a few pieces of equipment. Is it possible for us to talk in private?”

“Yes Doctor,” said the President, “I will leave your friends in the charge of one of my best Generals.”

The Doctor leaned in to whisper in Medley’s ear.

“Don’t cause any trouble, and whatever you do, don’t touch anything.”

The General Synax that had been appointed by the President to watch Derpy, Medley and Lyra took them out of the control center and back into the monotonous corridors of the complex. Unlike the President, the disembodied voice of the General was clearly feminine, and had more of a youthful vigor.

“This way will take us to a recreational facility,” she said, “It may not be well suited for equinoids, but you might find it at least intellectually stimulating.”

Lyra wasn’t paying close attention to the Synax General’s words. She was simply following her friends and trying to interpret the few things that interrupted the monotony of the walls and ceiling. At one point, an opening appeared above their heads and appeared to stretch onwards like its own vertical passageway. According to the General, it was actually a passage that led deeper into the planet’s crust rather than away from it. That made each of the pony’s heads spin. At one point, Lyra spotted a grayish threshold with a grille for a door. It looked an awful lot like an elevator to her, and that got her thinking. Just how large was this complex?

They arrived in the rec room only to notice that like much of the complex, it was very bare. Clusters of Synax beings occupied small transparent cubes or huddled around a short pipe in the center. The pipe spewed bright splashes of energy that was quickly sucked up and absorbed by the creatures nearby. Derpy and Lyra at least tried to look interested. Medley sought out the nearest wall and leaned sideways against it.

Steel Clad

Medley found herself shoved suddenly, in an event that startled her into alertness. How long had she been resting there? She lowered her head again, hoping to get some more rest before it was time to go. A second shove ripped her totally from her slumber, and she stood up angrily to confront whoever kept prodding her.

“Come on!” a voice shouted, “We have to leave!”

“Alright,” she mumbled, “I’m up, I’m up. Don’t rush me.”

“No, we have to rush! We’re under attack!”

Medley was physically pulled into a trot by Derpy, who was following after Lyra. Medley found her own hooves and broke into a fast gallop of her own. There weren’t any more Synax floating about, nor were loud alarms blaring as she would have expected. The normally white walls were now flashing bright scarlet in a sign of alarm. She wondered at first where all of the others had gone.

Lyra was at the head of the group, and barrelled down the adjacent hall at full throttle. There wasn’t space for either of the pegasi to fly to match her speed on hoof. Somewhere behind Medley she heard the first sound indicating the attack. Something crashed behind her in the distance, and she made out the sound of broken glass hitting the floor.

A ceiling panel dropped down in front of Lyra and a series of plastic tubes hung loose. Not wanting to slow, she parted them with her magic and ran through the center, leaving it open just enough for Derpy and Medley.

The parts of the complex they were running through bore the signs of a conflict. Blackened scorch marks from the discharge of energy weapons covered walls and freshly made rubble dotted the ground.

By now Lyra had gotten a bit too much distance ahead of the others. She rounded a sharp corner and disappeared, with Derpy and Medley trying to play catch-up still. When Derpy reached the corner seconds later, she nearly crashed into a wide-eyed Lyra. Medley skidded to a halt ungracefully, and felt her hooves fall out from under her as she hit her side. A gray hoof pulled her back up.

“Other way!” she shouted, “Go! Go now!”

The three ponies dashed back the way they had come. The sound of clanking, metallic hooves echoed from the direction they were now fleeing. In the background, a mechanical voice could be heard giving orders. Derpy was now at the back of the fleeing trio and shot a backwards glance to where they had just been. Bulky silver ponies with hollow eye sockets now filled that end of the corridor, marching in pursuit.

They couldn’t go back to the rec room, or they’d be trapped. Instead, Lyra took them in a loop that would lead toward the control center. Hopefully, the Synax had rallied there and they’d be able to get behind some defenses.

Something bright ricocheted off the wall just above Derpy’s head. She saw a blackened streak from some sort of energy weapon. Another bolt struck the ground near her hooves and made her jump mid-gallop, nearly tripping over her own legs.

They passed by the elevator-like opening, and Lyra tried to recall the way back to the control center. The trouble was, each corridor was so similar that she couldn’t tell which led where. From somewhere up ahead, weapons fire could be heard. Smoke filled the far end of the current passage, and it was impossible to tell what lie beyond.

Lyra stopped. She heard metallic clanking again, and not just from behind. The shadowy silhouettes of armored bodies and the unmistakable bars on each side of the head appeared amid the smoke. They couldn’t go on that way either.

“We’re trapped!” Medley cried, seeing the new squad of cyberponies coming from up ahead while the echoing noises of the ones in pursuit grew louder. They were trapped indeed, in a narrow hallway with no way out. Lyra scanned the ceiling, hoping to see the passage from before that led deeper into the complex but appeared to be above. It wasn’t here.

A thought struck her.

“Everypony, quick- to that elevator.”

Though no buttons appeared on the wall like a traditional elevator, the doors slid open when the nearest pony- in this case Medley- approached. The Cyberponies who had been pursuing them were in sight now, leveling their weapons.

“Over here!” a voice shouted. Both groups of Cyberponies turned their attention to the smoky haze, where a tall curly-maned pony stood.

Using the Doctor’s momentary distraction, Derpy and Lyra jumped through the open doors.

****

The air was freezing. The space they now occupied looked like a room made out of timbers, and was dark. Cracks of light poured in through gaps in the wooden walls. Derpy tried to move about, only to find something cold and metal blocking her way.

“Lyra, some light?”

Lyra’s horn revealed a set of haphazardly placed garden tools, and a wheelbarrow with half a load of dirt still sitting inside. In the corner of this space were several burlap sacks, and one of them was spilling out seeds onto the cold soil beneath their hooves.

“This looks like a garden shed.” Derpy marveled.

“What’s a garden shed, and why is it in this elevator?” Medley snipped, ducking her head down.

“You don’t have garden sheds in Cloudsdale? How do you grow vegetables?”

“We don’t.” Medley replied. Being the first one to get into this space, she was also the first one to try to find the door. Upon opening it natural, albeit dim sunlight illuminated the inside of the garden shed and revealed the outside world.

Unlike the somewhat rocky surface of the planet they were on, this place was like a backyard in Ponyville. Snow was piled up a good six inches all around, and didn’t look like it had been disturbed save for a few rabbit tracks stopping at a hole in the wooden fence around the yard.

The three stepped out. The first thing anypony noticed was that on the other side of the garden shed was a snow-covered forest as deep as any of them could see. No corridors, no burn marks, and certainly no Cyberponies.

“W-what is this then, some kind of trick?” Medley stammered, “What’s going on?”

“I… er.. I think we’ve been transported.” said Derpy, “There must have been a teleporter or something inside that room, not an elevator.”

“But where to?” wondered Lyra. She stepped into the yard, making tracks in the undisturbed snow. The two pegasi stretched their wings, flying up over the roof of the small cottage the yard belonged to. Spread out before them was a little street with a few houses, adjacent to a much longer street that led into the center of town with a close cluster of snow-covered roofs.

“We’re in some kind of village,” Derpy hollered down to Lyra, “Looks like Equestria.”

They swooped back down for a landing. Derpy was quick to got to the garden shed once more, opening the door to make sure that no Cyberponies had appeared.

“That’s really weird,” she said upon finding an empty shed, “Why would it take us back home? How did it know to do that?”

Medley shivered. The freezing air was starting to really set in, and the dim sky promised that night would soon be upon them. As puzzling as the transporter had been and still was, they had to get somewhere warm. She didn’t need to voice it. Lyra and Derpy both shook and shuddered from the chill.

They moved around to the front of the cottage. No lights were on inside, nor did any smoke rise from the chimney. Medley made her way to the door and knocked on the brass knocker several times, waiting for a response. None came.

“I… uh… guess we should try somewhere else?” she suggested. The others seemed to agree.

The nearest house down the street was also darkened and lacked chimney smoke. The yard was devoid of tracks in the snow. The ponies looked up and down the snow-covered road and noticed that there were no hoofprints other than their own in the snow, and no carriage ruts. Nopony had been through since the snow had fallen.

After having tried the door, Medley started to get the sinking feeling that something was going on. The adjacent street was similarly devoid of any signs of life. The ponies continued onward at a quickened rate, hoping to find some sign of the town’s inhabitants in the center of town.

They couldn’t all be gone.

“This is really strange,” admitted Lyra, “What are we gonna do if there’s nopony around at all in the entire town?”

Medley looked skyward. It had grown even darker by now, and the flakes of snow falling were growing larger and heavier.

“Probably we should camp out in some space that isn’t a house, like the public library or post office or something.”

Derpy shook her head.

“What, you disagree?”

“No,” said Derpy, “That’s not it. It’s just really weird. I don’t like it.”

****

In a remote part of Whitetail Woods, an army of Changelings was swelling in numbers. Little over a week prior the invasion force had been a scattering of tents, but now a greater part of the forest’s center was teeming with life. A series of heavily guarded campsites contained the bulk of Changeling troops. Their attack would occur very soon.

The innermost in the network of camps belonged to the royals and the senior officers. A group of ten changelings and one disheveled-looking equinoid gathered around a table upon which a map of Canterlot was laid out.

“If we take Coltchester by night and house them there for a fortnight, both Hearth’s Warming and the New Year celebrations will be finished.” pitched one of the Generals, “The night before our full-scale invasion we’ll post a quarter of our total attack force here and here. That way there will be no way in or out of the city for the ponies.”

“I like the plan,” the Wolf said from the other side, “But if your majesty will allow…”

“Go on, let’s hear it.”

“I would suggest that it would be wiser to invade during the first blizzard after Hearth’s Warming, even if it’s before the New Year. The snow will prove a greater tactical advantage than you think. From the ground it provides more of a hindrance than it does from the air, so you will have the upper hoof over the Royal Guard in that respect.”

The discussions continued late into the night. The Generals and the Wolf were not on the same wavelength, and each time one would suggest a course of action the other would try to change something crucial to the plan. They were making progress, but very slowly.

At some point very early in the morning, the King felt his eyes growing heavy. They were planning to move their forces as a whole tomorrow, and he wanted to be fully rested and in his right mind.

“Let’s halt discussion until we reach Coltchester.” he said. The time was 3:00 AM.

Some heads nodded in agreement. The Generals were getting tired as well.

The Wolf leaned against his blue box in the corner of the tent. As the military changelings and the royals left for their bunks, he smirked to himself. Opening the doors to his time machine, he disappeared inside.

Library

Dawn’s light crept in through the windows, casting a warm glow on three chilly ponies. The three were sleeping in the center of a library, and had used cushions from a couch and a curtain to make a bed.

Derpy’s eyes were the first to open, and she glanced around in a few different directions. The clock on the librarian’s desk read 7 AM. She decided to get up and stretch her legs while the others shifted about groggily.

She went to the window they had taken the curtain from, through which the sunlight now poured in. Outside the ground was covered in a fresh blanket of snow, and there were no cart tracks disrupting the smooth white carpet.

Something was out there, though. Derpy saw it out of the corner of one of her eyes, in a different street adjacent to the one the library was located. A few black figures contrasted with their snowy backdrop. This caught Derpy’s full attention, and she tried to focus her gaze on the activity.

A group of black equinoids were making their way through that street. They seemed to be marching in file and splitting up to branch off into other streets, but doing so did not seem to diminish their numbers. There must have been a lot of them, an entire army of black equinoids pouring into the small town.

Derpy shook her friends awake.

“Medley, Lyra, we have to leave.”

“Not again…” groaned Medley, “What is it this time?”

“Changelings.” Derpy said, “There’s an army of Changelings descending on the town.”

There was a hammering on the front of the library door. Lyra’s head shot up from the curtain-blanket, wildly staring at the source of the noise.

“Where can we go? There’s no basement.”

“Upstairs, quickly.” said Derpy.

She and Medley took off flying, landing on the top level of the library and hiding behind a set of bookshelves. Lyra made her way up a spiral staircase and dove behind a bookshelf just as the changelings at the door managed to bust it open.

A squad of changelings made their way into the library, led by an officer wearing armor on his head. Dozens of blue eyes swiveled about trying to determine if there was anything of interest in this building. The officer took interest in the remains of the couch cushion bed, running a hoof over them. He seemed to notice that there was still an indentation and the cushions were still warm.

This officer changeling turned about and spoke to one of the underlings.

“Inform the General that we have found signs of inhabitants. The rest of you, spread out and search the building.”

Upon hearing this, Medley backed up and made her way to the nearest window. Unlike most of the downstairs windows this was the kind that could be opened by raising it vertically, enough for a pony to fit through. She slid the glass aside and was about to leap out when Derpy stopped her.

“Don’t,” she whispered, “There’s more outside. They’ll see you try to fly away.”

Insect-like hooves made a distinctive noise when climbing up brass stairs. That noise now echoes around through the top floor of the library.

Derpy, Lyra and Medley split up. The only place to hide was behind bookshelves.

Three changelings entered the top floor. The top floor of the library was structured like a horseshoe balcony, one branch leading left and the second leading right. The center space was empty, leaving a drop right down to the bottom floor. The changelings went on the right side of the horseshoe.

Medley hovered just high enough to peek out over the top of the set of shelves she was hiding behind. A group of three changelings were coming her way. Two of these three went to each side of a bookshelf and craned their heads around the corner simultaneously. The third brought up the rear more slowly and repeatedly checked behind himself.

They were growing close now, so she retreated back a few shelves. Here there was a small study space with a cloth-covered wooden table and outdated magazines, and an overstuffed green sofa. Derpy had chosen this spot to hide, draping the cloth over one end of the table and trying to cram herself underneath it out of sight. Unfortunately, her hind end was just a bit too large to fit underneath the small space.

Medley tapped a hoof on Derpy’s backside, and Derpy dragged her head out of her hiding spot. Medley shook her head once, and motioned in the direction she had come from.

Derpy nodded. Pressing herself low to the floor, she started to make off in the direction Medley had motioned. Medley had to grab her and forcefully pull her back around the side of the bookshelf, nearly crashing into the table. She shook her head again, and jabbed a hoof in the opposite direction, away from the changelings.

Derpy’s eyes widened and a small smirk came across her face. Using her teeth she grabbed one of the magazines off the table and flung it over the top of the bookshelves. A short distance away it fluttered to the floor with a sharp crinkle.

Medley and Derpy made a hasty move away, to the very back of the wing.

Lyra was at the farthest end of her wing of the balcony, and could see everything that was going on on the opposite side like a cross section. She kept herself concealed in the shadows, near a small cubby-hole that led to a steeple on top of the library, presumably housing a bell.

She could see that the magazine had flown up and over the heads of the three changelings looking for Derpy and Lyra, and its falling on the floor was enough to cause those changelings to double back and investigate, buying some time for Derpy and Medley.

They didn’t have anywhere to go on that end, she thought, so really it was delaying the inevitable.

An idea occurred to Lyra. Using telekinesis, the most basic of unicorn magic, she tipped one of the books off the topmost shelf and onto the floor with a dull thud next to her. The heads of the changelings on the opposite side of the balcony snapped up. They began moving very quickly in the opposite direction of Derpy and Medley.

Lyra grimaced. They were leaving her friends alone, but now they would be onto her!

****

The first two scouts rounded the corners of the final shelf, near where they had heard the noise moments before. There was nopony to be found.The leader of the trio brought up the rear, and found the two looking about with puzzled expressions at the dead end they now faced. With a furrowed brow, he tapped an insectoid hoof against the ground to get their attention.

Once he had their attention, he made a motion by pointing his horn at the open cubby-hole, leading upwards. The two soldiers seemed to understand, and filed into the cubby hole one at a time. The leader went in last, leaving it open behind him and ascending a set of rickety wooden steps toward a belltower.

Lyra jumped down off the top of a bookshelf not-so gracefully, and nearly took out a ladder propped up against the same shelf. She shut the cubby hole door, and fumbled for a lock.

There wasn’t a lock. A couple of rust spots marked where hinges for one had sat over a decade ago. Instead, Lyra slid the librarian’s ladder down onto the floor, propping one end of it against the base of the shelf and the other end underneath the knob of the cubby-hole door.

Derpy and Medley had made their way back over at this point, and marveled at Lyra’s work. The three trapped changelings banged on the other side of the door and slammed their bodies, but the wedged ladder held tight.

“Good one,” Derpy said, “Now let’s get out of here.”

They turned around to leave, but came face to face with a figure wearing dark robes and a full helmet with a lowered visor. The robe was adorned with a few medals and indications of rank in the Changeling Empire.

Upon seeing the robed officer, the three looked to each other and slowly raised their front hooves above their heads in surrender.

The figure took off his helmet, revealing a massive shock of blonde curls and a glittering smile. The three ponies lowered their hooves and returned the beaming grin. Their reunion was interrupted before anypony could say anything by the sound of a ringing bell just above their heads. The trapped changelings were trying to alert the town.

“I took out the ones on the ground floor, we must get out of here while we have the chance.” the Sixth Doctor said, trotting back toward the staircase. The others followed.

Invasion Plans

Out the back door, through the untouched yard and across to a set of snow-covered evergreen bushes dashed the four time travelers. From their they could determine when the coast was clear to move to another property without being seen.

Unfortunately the ringing bell had attracted the attention of the Changeling horde, and many of the higher-ups were descending on the building to investigate. The Doctor kept his bright curls hidden under the hood of the stolen cloak rather than a helmet, hoping that he would not attract any attention if he peeked over the top.

A very tall changeling with a crooked horn and a ragged-looking pair of wings was flanked by no less than ten elite guards. The crown sitting atop his head gave him away as the leader of this entire operation- and indeed of the Changeling empire itself.

“Your majesty, I have just freed three scouts from the top of the bell tower.” relayed an officer to the tall changeling, “They spoke of being sent after ponies who were believed to be hiding out inside the library. According to them, the ponies they were after locked them outside.”

“What of the rest of the scouts searching the building?” asked the king.

“Knocked out, by the looks of it. A blow to the head on most of them. One was missing his cloak and helmet. My guess is that they escaped on hoof or aerially not minutes ago.”

“Sir!” another soldier blurted out, “tracks in the snow!”

Everypony in the evergreen bush knew that the game was up. They couldn’t get away now that the attention was on them. In a quick move the Doctor whisked off the black changeling cloak and let it flutter over the heads of the three other ponies crouched down beside him. He then jumped up and out of the bush into full view of the group of changelings.

“Don’t attack!” he cried, “I’d like to request parley with the Changeling King.”

“You’re speaking to him,” the King growled. His guards, as well as the other soldiers gathered near did not relax from their tensed ready-to-pounce positions. The Doctor kept a collected face, even managing to pull off a smug grin and make direct eye contact with the towering figure that was the King of the Changelings.

“Who are you, and why are you here?” the King asked of the Doctor.

“No… you see that’s not how parley works. You’re supposed to have an even negotiation between two opposing-”

“You’re in no position to negotiate with me.” interrupted the King, “I have an army at my command, and all you have is an eyesore of a costume. I’ll pose the questions, and you will answer them.”

As if to emphasize this point, the group of soldiers now formed a semicircle separating the Sixth Doctor from the King and his royal guard. The Doctor blinked, but didn’t let his expression falter.

“You know… that’s a very compelling point.” he said, “Indeed, yes. You can ask the questions, and I’ll answer them to the best of my ability. Fire away.”

The King’s brows furrowed in reaction to the Doctor’s airy, nonchalant demeanor.

“As I said,” he repeated, “Who are you, and why are you here? Where are all the inhabitants of this village?”

“Well,” the Doctor began, “Your first question- who am I? That’s a difficult one to answer. I am known as The Doctor.”

The King’s gaze wavered, and he lost focus for a moment. When he concentrated his firm stare on the Doctor he had an eyebrow raised.

“Why am I here?” continued the Doctor, “Well to be honest I don’t actually know the answer to that myself. I traveled here quite by accident, I assure you. As for the townsfolk… I have absolutely no idea. Did you find the town like this?”

“You can dispense with this impish attitude you’ve got going Doctor,” growled the King, “I happen to know that you haven’t got anything up your sleeve this time. No red buttons, no ultimatums. You’re our prisoner this time.”

At that very moment, a loud crash resounded over the tops of the houses, coming from somewhere a few blocks away. A voice sounding like a changeling started to yell, and the yell turned into a high-pitched scream before being silenced.

The line of soldiers pounced on the Doctor immediately, forcing him to stand erect before the king on his back hooves, with his front legs twisted in an uncomfortable position. A glowing changeling horn was placed just underneath the Doctor’s throat as if it were a sharp blade of some kind, daring him to move a muscle.

“Call your forces off,” the King ordered, “Call the attack off, Doctor!”

“I don’t know what you mean!” he sputtered, leerily eyeing the changeling’s horn, “I don’t have anything to do with-”

“Kill him.” the King ordered. The soldiers shoved the Doctor down to the ground and the changeling who had his horn at the Doctor’s neck a moment before ducked his head down, poised for the kill.

“Wait!” cried a voice. The would-be executioner’s heads whipped around to the source.

Derpy, Lyra, and Medley clambered out of the evergreen bushes. More soldiers rushed to surround them, and in the distance more loud noises and yelling could be heard. A column of smoke started to appear over the snow-clad rooftops of nearby homes.

“W-we are the Doctor’s travelling companions.” stammered Derpy, “And whatever’s happening over there has nothing to do with us, we swear.”

“Why are you here?” King Metamorphosis repeated, “I want a straight answer.”

“We came here by accident,” Medley spat out, “We were running from some scary robot-things…”

“Cyberponies.” Lyra corrected her.

“Yeah… they’re big and metal, and can shoot laser beams.” continued Medley, “We escaped from them by coming through a portal that led here. That’s all we were doing, honest.”

The King raised an eyebrow.

“I don’t believe one word of that.” he said, “If you ask me, I think you got wind of what we were planning, and tried to evacuate-”

A Changeling soldier with a limp ran away from the nearing chaos. He reeked of singed skin and a left a trail of wispy smoke in his wake. Upon seeing the King near the back of the library he rushed over, skidding to a halt in the knee-high snow and catching his breath.

“Your Majesty,” he breathlessly gasped, “There’s a group of three… robot ponies attacking us.”

King Metamorphosis’ eyes widened, and he looked from the group of ponies standing behind the Doctor to the Doctor himself sprawled out on the ground, to the injured soldier who had delivered the messages.

“Did these… robot ponies happen to shoot red lasers?”

“Yes your Majesty. One of them clipped my wings and I can’t fly anymore. I was one of the lucky ones… we’re getting slaughtered your Majesty!”

The Doctor lifted his face up met the King’s gaze, and glared.

“They’re called Cyberponies.” he said, “They’re ponies that have turned themselves into emotionless… machines!”

“You know of them.” Metamorphosis stated.

“Of course I do!”

“Do you know how to fight back? What their weakness is?”

The Doctor stood up, nodding. He dusted the snow off his patchwork frock.

“If you can help me stop them from butchering my soldiers,” the King said, “I will let you four live.”

****

The back door to the library was left open, and King Metamorphosis’ royal guards accompanied him into the cramped utility area. It was set up like a part kitchen part livingroom, and would have functioned as a lounge for the librarians. An empty cup of tea sat on a small table in front of one of the cushioned seats. A telephone hung from the wall close to the door and got its power by a very thick cable attached at the base.

The King and his guards left this space quickly, traveling into the main area of the library and emerging behind the librarian’s desk. More soldiers were gathered in this area. The Doctor approached Metamorphosis.

“If this doesn’t work out, I’ll holler something. They’ll be around by the back, so if something goes wrong you can get out the front door.”

“Doctor, we’re ready up here!” Medley called down from the balcony.

“Right.” the Doctor said. He made eye contact with the Changeling King, and made his way out the back door.

The Doctor was up to his knees in snow in the backyard of the library. Glancing up to the bell tower, he saw that Derpy and Medley were in place. Lyra sat below the bell itself, taking out the thin wooden siding on the backside of the tower. The bell would soon be completely exposed on this side.The Doctor walked around in a circle, tromping the snow down.

The squad of changelings that had engaged the Cyberponies rounded the nearest grouping of houses, firing greenish magic from their horns at their pursuers. Upon seeing the Doctor, they took flight and entered the library through the back door.

Standing alone in the back yard, the Doctor next saw a group of three Cyberponies.

He tightened his jaw. There was only three of them and that concerned him. He realized where the other two of the five that were reported must have gone, and the implications troubled him.

The Cyberponies noticed him, and leveled their weapons.

Diving to the ground, the Doctor avoided getting hit by a volley of laser bolts. He scrambled to get back on his hooves, and stumbled a bit. The Cyberponies were marching in his direction, growing nearer. They were almost to the circle.

The Cyberponies reached the circle in the snow. Above the library both Derpy and Medley kicked at the bell from the opposite side, at the same time Lyra used her magic to sever the connection. The massive bell slammed into the side of the roof, ripping a large chunk of the roof with it as it fell down.

The bell crashed into the circle haphazardly, smashing two of the three Cyberponies into scrap metal with a resounding clang. The Doctor narrowly missed getting pummeled, and had taken a faceful of snow again.

As he steadied himself, the surviving Cyberpony took a swing at him with a front hoof. The Doctor reacted, and wobbled backward and fell on his back. He scrambled back, and took off toward the back door of the library. The door slammed behind him. The Doctor slid the lock shut.

A loud bang rattled the back door as the Cyberpony threw its metal tonnage against the flimsy wood. Cracks formed, and with a second blow the door was reduced to splinters. The Cyberpony towered over the threshold, over the splinter-covered Doctor.

Grabbing for the nearest thing, the Doctor unfastened the thick electric cord from the telephone. He thrust forward, jabbing his hoof and the crackling end of the broken wire in the Cyberpony’s neck joint. Electricity surged through the Cyberpony and the Doctor simultaneously. A screeching metallic noise erupted from the cybernetically-enhanced lungs of the Cyberpony and its insides were roasted. The Doctor was thrown to the ground, twitching.

The Cyberpony’s wails ceased, and its dead husk clattered to the floor.

****

Derpy, and Lyra helped the Doctor into the chair, while Medley held a glass of water to his lips. The world was dizzy to him, and his head was throbbing.

“You look a little worse for wear- you’re hair’s all sticking up.” Medley said.

“I feel a little worse for wear,” he muttered.

The world came back into focus, and the Doctor saw the King of the Changelings staring back at him just beyond the three ponies.

The Doctor blinked a couple times.

“Well, there’s a sight for sore eyes.” said the Doctor.

Metamorphosis didn’t look too amused.

“You four have earned your right to live… for now.” he said. “Doctor, you must tell me what those things were, and how they got here.”

The Doctor sat up in the chair he had been flung into. He felt the chill setting in; the door was still wide open. He pulled the lapels of his rainbow coat tighter.

“Those were Cyberponies,” he spoke, “Equinoids inside a metal shell reduced to mindless, soulless cyborgs bent on swelling their numbers. They probably came here the same way we did- through a portal.”

“What portal?” asked the King.

“It was in a garden shed.” Lyra uttered, avoiding eye contact.

“A portal from another planet that has an exit point on this planet, in this town.” the Doctor said, “Isn’t it curious that the day you chose to invade this town just happens to coincide with the day the Cyberponies chose to invade the other end, and would inevitably discover the portal.”

“What do you mean by that?”

“Well,” continued the Doctor, “The Cyberponies invaded the planet on the other end there totally out of the blue. Then they discovered the portal while chasing my friends here- and sent a group of scouts through. Two of them went back after determining that this planet was inhabited by potential stock. We just eliminated the other three.”

“Now, I believe that the Cyberponies have gone back for reinforcements. They’ll be back en masse, and I’d say that doesn’t bode well for whatever you’ve got planned.”

The King’s lips twitched, and he bared his fangs with his next words.

“It sounds like you orchestrated this, if you ask me. You’d put this planet in danger just to thwart me again!”

“That’s a very egotistical thing of you to say,” the Doctor replied, not missing a beat, “But you do raise an interesting point. No, I didn’t orchestrate this. Heaven’s no! But it seems to me that it has indeed been orchestrated.”

“By who then?”

The Doctor stood up, walked over to the door and pushed the Cyberpony’s corpse outside in order to close the door entirely.

“Sorry-bit of a draft.” he said.

“Doctor,” Metamorphosis repeated, “Who? Who organized this?”

“I don’t know if I can say for sure, you majesty,” the Doctor said, “But what I do know is that we’ve only got a matter of hours before more come back through that portal- time differential and all that- and we’ve got to be ready. Come along, girls!”

The Doctor exited through the back door, stepped over the Cyberpony and made off in the way of the shed with the portal. Lyra, Medley and Derpy followed in his wake.

“Doctor, where are we going?” cried Medley.

“We’re going to catch us a wolf!” the Doctor called back.

Under Construction

A large metal disk sat atop a plastic tarp covering the snow in the backyard of a small cottage, a block away from the site the Cyberponies had arrived. The Doctor was hard at work attaching cables to the underside of this disk.

The other three ponies paced back and forth impatiently.

Medley had a knot in her stomach. She couldn’t go anywhere for the town was crawling with changelings, but here she was utterly useless. They were being watched by a number of guards sitting atop the cottage roof.

Deciding that it wasn’t worth waiting around in the cold, Medley made her way to the outhouse by the edge of the woods. The large wooden hut had a crescent moon cut into the door. She swung it open and stepped inside. Inside was another door, also wooden. This one was blue, and had a sign indicating that it was free for public use. Medley stepped inside, and plopped herself down by the side of the TARDIS console.

Lyra had been peering after her.

“What’s her trip?” she asked.

“When you gotta go, you gotta go.” Derpy casually joked.

The Doctor looked up from his work.

“You two don’t know?” he muttered quiet enough for the nearest changelings not to hear. Both Derpy and Lyra blinked, so he pressed the matter.

“Those walls are a facade. My TARDIS is inside.” he whispered.

Derpy nodded.

A few minutes passed without much activity. Derpy rolled a large ball of snow around, placed another on top, and shaped a haphazard-looking snowpony. Lyra watched her, but with a blank stare and a glazed expression.

Medley eventually made her way out from the outhouse, and tromped through the snow toward the other two. Leaning in, she looked at the Doctor sandwiched between the disk and the tarp.

“What’re you making, Doc?”

The Doctor answered without looking up from under the disc, making his voice sound reverberated and tinny.

“A device that will attract time capsules.” he said, “Hopefully I’ll concoct a way of singling out the correct one, from the correct point in my timestream and force the Wolf to materialize.”

Medley seemed satisfied. Lyra leaned in and lifted the disk. In the bit of space between the disk and the tarp the Doctor had a second device he was tinkering with, which looked something like a futuristic typewriter.

“What are you actually making?” she muttered.

The Doctor smiled, and produced a small ornate hoof bracelet from inside his coat pocket.

“I’m fitting this with a perception filter.” he whispered, “but those guards can’t see, so I’m doing it simultaneously with the other project.”

Things were quiet for a few minutes. Lyra seemed to focus on the Doctor’s work for a bit, and then followed Medley’s example and disappeared to the ‘outhouse’. Medley kept stealing glances at the changelings guarding them.

“Medley, would you mind doing me a favor?” the Doctor asked.

“Sure.”

“Go on inside the house and get a bunch of refrigerator magnets, please.”

Medley nodded. She didn’t see what the use was, but whenever the Doctor did one of his weird science projects he usually asked for weird stuff. At least, that was her experience. She made her way to the back stoop, but the guard on the roof of the house jumped down to block her way.

She jumped back a little bit. The changeling’s eyes were a solid blue, and sharp fangs jutted out from a craggy row of sharp teeth. Not one to be intimidated, she puffed out her chest and demanded that she be let through.

“I have to retrieve supplies.” she said.

The changeling snarled at her, and snapped its fangs.

Getting the point, Medley returned to the Doctor with her tail between her legs.

“I couldn’t get inside.” she said.

“That’s alright,” came the Doctor’s voice from under the disc. He was dismantling the other device he had made, and seemed to be shifting focus to the main project of luring the Bad Wolf’s TARDIS.

“Er… I thought you needed the magnets.”

“Not anymore, thanks though.”

Not quite sure what to say, Medley tried to make small talk.

“I got a good look at his fangs though,” she said, “are those venomous?”

“Incredibly,” the Doctor replied, “but I’m not too worried.”

“Why’s that?”

He didn’t answer. She rolled her eyes. Looking over her shoulder to shoot Derpy a glance, Medley noticed that she had disappeared.

“Where’d Derpy go?” she asked

The Doctor lifted the disc up and glared at Medley.

“Shh… don’t bring attention to her absence.”

“But where’d she go?!”

“On a very important mission. She’ll be away for a few hours.”

Lyra returned from the outhouse, and her first response to Derpy’s sudden disappearance was to look about the yard, craning her neck and cocking her head to the side. She seemed to dismiss it quicker than Medley had, and went to watch what the Doctor was doing.

****

King Metamorphosis stood in the wreckage of the clock tower, surveying the town. It was abuzz with activity as his brood constructed defensive barriers. From this spot, he could see the streets and alleys of the village from above. They formed a haphazard grid, and in his head Metamorphosis mapped out potential routes.

A large group of worker changelings were in the process of building up large mounds of snow across the street and between houses on the north side of town. Wooden planks from houses and sheds would reinforce these mounds.

The king hoped that by the time the Cyberponies arrived a complete wall would be finished, cutting off access to the north side of town and forcing a confrontation on the south side, where there were taller buildings and more places for his soldiers to stage an ambush.

Metamorphosis looked to Canterlot, narrowing his gaze and fixating on the castle spires in the distance.

He had worked out who had organized this situation. The Wolf had helped him this far, only to stab him in the back.

The King wasn’t going to let him win. The Doctor was, for now, doing Metamorphosis’ bidding under the threat of violence. He was certain that the Doctor would try to defeat the Changelings and the Cyberponies alike. He wouldn’t give the Doctor the chance.

Something made a noise behind him on the roof, and the King turned to find one of his own soldiers standing there.

“Report!” he ordered.

The soldier simply stood, empty blue eyes completely still.

“What are you doing here?” The King growled, “Answer me!”

Then he saw it. A small, metallic device was lodged in the soldier’s ear. Little blips of light indicated that the device was receiving a signal of some kind.

Quite suddenly, the little changeling leaped at its ruler, baring its fangs and biting into the neck. Metamorphosis cried out, and sunk his own fangs into the drone’s neck. The two collapsed to the roof, writhing as a couple of injured insects with either one clamped down on the other’s throat.

With superior strength, the King’s jaw snapped all the way shut first, crushing the windpipe of his drone and causing it’s grip to slacken. The limp changeling lay on the ground while Metamorphosis stumbled back onto all fours, wheezing. With each breath some of the air escaped through a pair of holes in his own throat, causing searing pain to shoot through his body.

Two more drones landed on the roof of the clock tower, both exhibiting the mind control devices and baring their fangs.

A blast of green magic reduced the two controlled changelings to ash on the wind.

The king stood still for a moment, taking the shallowest possible breaths. Somehow, some of his soldiers had been afflicted with these devices to control their actions. How many were like this? Were they all tasked with killing him, or were some meant to subvert his defenses?

He took flight, determined to find the answer.

The Battle for Coltchester

The early winter darkness brought with it a feeling of anxiety throughout the horde. Some had seen their own King weeding out traitors earlier. All were worried about the capabilities of the Cyberponies. Would they be able to slow them down, let alone halt their advance? Were they stock that the Cyberponies were ultimately after, or were they all disposable?

The Doctor, Medley and Lyra sat inside the general store, now empty as the supplies had been distributed among the Changelings. Even the register had been cleared out, in the hopes that the gold bits could be broken up into small bits and clog up some Cyberpony’s respiratory system.

“He’s going to try to off us before the Cyberponies arrive.” The Doctor said, staring at the wall.

“Why?”

He shook his head.

“I imagine he thinks I’m going to sabotage his effort and get the two aries to destroy each other.”

“Isn’t that what the Wolf was trying to do?” Lyra piped up from her spot on the floor. The Doctor nodded.

The doors to the empty store swung open, as six guards entered the room. Three stood on either side of the entryway as the Princess entered the store.

“Oh, hello!” the Doctor said, standing up and offering a hoof shake, “I don’t believe we’ve met. You see, I’m the Doctor and this is-”

“You will be silent.”

Princess Chrysalis ignored the outstretched hoof, and stood before the Doctor and the other two ponies.

“I come in my father’s place,” she said. Her voice had a reverberating quality to it, giving off vibrations that could be felt by all in the room.

“Isn’t he feeling well?” the Doctor suggested.

“YOU WILL BE SILENT!”

“Doctor- shut up.” whispered Medley.

Chrysalis began walking the length of the empty store, looking at the deconstructed shelves lying on the floor and the smashed holiday-themed decorations. She pivoted once reaching the end and looked back to where the Doctor was, meeting his gaze with lowered eyelids.

“I need you to activate the force field.” she stated.

The Doctor had constructed a holding field emitter around the shed containing the portal. It wouldn’t keep the Cyberponies inside indefinitely once they started to arrive, but it would hold for a few minutes.

“Why do you need me?” asked the Doctor.

Chrysalis bobbed her body as she walked back to the front of the store, not breaking eye contact once. She came to stand right in front of the Doctor, eyes locked into his eyes. Their faces were inches apart. When she spoke she spoke quietly, but the vibrations in her voice remained.

“Don’t play games with me.”

Lyra shuddered. She was standing a meter away, but every time the changeling Princess spoke she felt herself involuntarily shudder. It was a downright unnerving sensation to be able to feel sompepony’s voice.

The Doctor kept his eyes open, not even blinking. He stared into the green, slit-pupil abyss of Chrysalis’ eyes, and they stared right back into him. She was uncomfortably close, and he could feel the heat of her breath on his face.

It was a challenge. Even as the words ‘don’t play games with me’ left her mouth she was toying with the Doctor, daring him to blink or falter. The two remained locked in this tense position until the Doctor broke it. Without blinking or diverting his gaze from the twin slits he spoke.

“Insurance.” he said.

Chrysalis blinked first. She moved her head back, away from the Doctor’s and adopted a tall stance, looking down on him. It was an attempt at being intimidating, but after losing the battle of gazes she wasn’t quite as impressive as she had been before.

“What does that mean?” she asked.

“Simple,” said the Doctor with a cheeky grin, “It’s insurance that you let us live. You need us to enter the combination, and I won’t do it unless you give me your word that we’ll be released.”

Chrysalis gave a very slight nod of her head, and on that signal the three guards positioned on the left side of the door swooped down and hoisted Lyra up on her hind legs. One had a craggy horn jabbed under her chin, the other restrained her and kept her standing in an awkward position.

“Give me the combination or your friend dies.” Chrysalis said.

The Doctor was silent.

“You can’t!” shouted Lyra, only to have the horn jabbed tighter into the soft tissue of her chin.

“Shut up, filly.” snapped Chrysalis, “Speak another word and I’ll order them to kill you now.”

“No, but you can’t,” Medley interjected, “because you need her. You need all three of us.”

Chrysalis blinked.

“We all have a different segment of the combination,” the Doctor explained, “Killing any one of us destroys your chance of getting the forcefield working.”

This time, it was the Doctor who made an advance on Chrysalis. He took a step forward, meeting her passive gaze with a piercing one of his own.

“Is that understood? Either you release us, or your forcefield won’t work.”

They were silent. Chrysalis disengaged the Doctor’s attempt at another staring match, and turned to the other guards.

“...and the other one.”

Medley found herself hoisted into an uncomfortable position by two changelings. She writhed and wriggled trying to fight them off, until a horn found its way right beneath her chin and she stood still.

“You overestimate the importance of the forcefield to us, Doctor.” said Chrysalis, “Either the three of you activate it and I may continue to let you live, or I’ll have your friends executed here and now. Your choice.”

The Doctor looked from Lyra’s widened eyes to Medley’s, and lowered his head. He grabbed at his polka-dotted cravat and dabbed a bead of sweat from his brow.

“Alright,” he said, “We’ll input the codes.”

****

The snow was packed down solid all around the squat wooden shed. Lines of identical changeling drones stood on either side, necks erect. The only movement displayed was the occasional swivel of a ragged ear, following a noise.

The King stood between the sets of lines, at the threshold to the shed housing a link through time and space. Before him was the Doctor, clad in his garish patchwork, and two young pony mares. Something seemed amiss to him, but it couldn’t be placed. In light of preparations that had to be made, it was probably insignificant.

“Doctor, I trust my daughter has instructed you in what you must do for us.” he said. Metamorphosis lacked the eerie reverberations of Chrysalis’ voice, but it had strong timbre.

“Quite implicitly, yes,” said the Doctor.

“Explicitly, you mean.”

“Er, yes.” the Doctor corrected, “explicitly. If I may put forward a final plea, however…”

His voice trailed off. King Metamorphosis adjusted his stance.

“... whatever happens, please spare these two mares.”

Medley began to protest, but the Doctor signaled for her to stop. Metamorphosis turned his back on the three.

“We shall see.” he said. “It would be best for you to set the forcefield up now. Time is running thin.”

“Well technically time can’t be stre-”

“Get to work!” Chrysalis hissed from behind the Doctor, pushing him to the ground.

Regaining his composure, the Doctor went to one side of the shed, with Medley and Lyra going to other spots. In front of each pony was a small cube seemingly made of junk and spare electrical bits, with a series of wires and a focusing lens protruding from the top. Crude input devices had been constructed from typewriters. The three devices were positioned around the shed at equilateral distances from each other.

Lyra went first. Hers was the first number in the startup sequence. She pressed the edge of her hooves onto the large, clunky buttons of the typewriter and input her number.

8888

Medley heard the muffled clicking, and the moment it stopped she knew it was her turn to input her code. Like Lyra had done, she used her front hooves on the rusty typewriter keys.

8888

It was The Doctor’s turn now. Like the others, he input his 4-digit code.

8888

The forcefield hummed to life. A bright beam of light jumped from each lens, meeting the other two in a single point above the shed. A second, more powerful beam was emitted from the sides at ground level, physically cutting through the floor of the shed in order to connect to a matching beam being emitted from the other devices. The six beams of light formed the vertices of a pyramid with a base of an equilateral triangle, trapping the shed within.

They couldn’t have done so a minute later, for at that precise moment the walls of the shed crumbled. The remains of trashed garden tools and summer supplies lay among a swirling vortex, through which stomped an entire squad of Cyberponies three wide and three deep.

The first squad gave way to a second, and then a third before the pyramid grew too cramped. One Cyberpony attempted to fire upon the walls of the forcefield, only for its blast to be absorbed.

“Alright troops!” the King barked, “Positions! Doctor, you and the mares- get behind our lines. I’ll deal with you later!”

The Doctor, Lyra and Medley fell back behind stacks of crates and hurtled themselves over a wall of packed snow reinforced with wood.

Orderly obedience of the King’s orders gave way to a frenzied chaos as the soldiers, workers and commanders alike scrambled to find their defensive positions. In the pandemonium nobody was paying very close attention to the Medley, the Doctor or Lyra, allowing them to slip out of sight around a one-story cottage.

“What’s the plan, Doc?” Medley asked quietly.

“How many times! I don’t like being called ‘Doc’,” he protested. The group huddled close, conversing in hushed voices.

“The large disc I was working on earlier- it’s crucial that we get to that as soon as possible.”

The other nodded.

“I’ll need your assistance moving it into place,” he continued, “With that many Cyberponies that forcefield won’t hold up very long, we’ve got to get going.”

The three broke their huddle and took off single file, weaving through open houses and through side-streets to avoid detection.

****

Nine Cyberponies concentrated their fire on the small corner of one of the devices that was within the forcefield. Being made of junk, the device was unable to withstand that kind of firepower, and exploded in a shower of sparks. The shimmering vertices of the force-field pyramid faded into nothingness.

There was nothing stopping the Cyberponies now. A fourth squad tromped its way through the vortex, then a fifth and a sixth. An entire army of metallic warriors marched into the occupied village.

A solitary Cyberpony marched through, accompanied by a squad of its own acting as an elite guard. This Cyber unit had black bars on each side of its head, designating it as the Cyberleader of this particular invasion force.

“Search each of the households for compatible equinoids. Each individual equinoid is to be escorted by no less than three Cyber units back to the rift to be taken back for conversion.”

Blasts of green magic rained down from above. One Cyberpony was struck just below the neck by the projectile changeling magic and collapsed to the ground momentarily. It twitched, and sluggishly got back onto all four metal hooves and caught up with its squad.

Other Cyberponies were hit by similar attacks and the effects were the same; they’d take a fall and seize up briefly, only to get back up again.

Through the veil of the darkness bright red bursts of cyber weaponry cut their way to the horned changelings firing. The shots were accurate, and deadly. Around the rooftops and in the yards they started to drop like flies caught in a bug zapper.

“The indigenous equines have set up a snow barrier. Break it down and continue to the residences.” ordered the Cyberleader.

Two squads approached one of the snow-and-wood barriers constructed by the Changelings. Upon trying to smash it down with strong metal limbs they struck boulders buried within the mounds, denting the armor.

Over the top of the wall heavy objects were flung at the assembled squads. Chairs, iceboxes, sinks and bathtubs. Even a piano was hoisted up and toppled down onto the attacking Cyber forces.

The physical blows were not always successful , but out of a squad of nine Cyberponies two or three on average were incapacitated. The remaining members of a squad regrouped and unloaded their weaponry on the barriers, breaking the boulders into smaller chunks and melting the snow around them.

Some of the changelings tried imitating Cyber form. It was a totally alien physiology, and ultimately the disguise was imperfect and disfigured to the point of uselessness. Reverting to their regular forms, the first layer of the Changeling defense resorted to their magic and physical blows to engage the Cybers.

It did not bode well.

****

“Watch it!”

Medley strained under the heft of her side of the massive dish. The three time travelers were opposite each other on the bottom of the dish.

It was twice as heavy as it had been earlier. During the afternoon a bit of snow had fallen, and collected in the center of the dish.

Lyra sputtered as well, dropping her end and panting.

“It’s too heavy.” she said, “All the slush at the center is sliding toward my end.”

Medley pushed her side up as much as she could, tipping the dish slightly. The Doctor left his side, letting it drop to the ground. Together, he and Medley dumped the accumulated snow from the center.

“Come on,” he urged, “We’ve got to get a move on.”

Lyra rejoined the effort to move the disc, and slowly it made its way out of the backyard. They carried it through the narrows, away from the nearing sounds of battle.

****

In the center of the street, the mighty King of the Changelings knelt. War raged across the village as bright death rays shot by the Cybers at their moving Changeling targets clashed with the most potent magic spells the drones could conjure.

The Changelings were on the losing side. Their lines were constantly falling further backwards, and attempts to rally and push back were unsuccessful.

The Cyber leader now stood before Metamorphosis.

“Our records indicate that this region of Earth is populated almost exclusively by Equines.” it said in a monotonous voice, “The prevalence of Changelings in this town is incorrect. Why is this?”

The King was silent. His gaze remained transfixed on a stone jutting out of the trampled-down snow.

“Changelings are partially compatible as servants of the cyber-kind, but they are not compatible as fully-fledged cyber units. What has happened to the Equinoids in this region?”

No response.

“Your lack of response indicates that you are unwilling to respond. Therefore, you serve no purpose.” The Cyber leader said, “Kill him.”

One of the two Cyberponies on either side of King Metamorphosis leveled its device. An arc of electric energy appeared and struck the King’s body at random points with an audible crack. The amperage increased exponentially, with more arcs connecting at different points on his body. His face contorted, and his cold heart exploded.

Within a fraction of a second Metamorphosis collapsed, crackling with the force of over three thousand milliamperes. An acrid smell filled the air that none of the Cybers could perceive and wisps of smoke rose from the fried corpse of the Changeling King.

“We have taken 63% of the village,” a nearby Cyberpony reported to the leader, “Our forces have sustained less than 10% casualties.”

“Continue the engagement.” ordered the Cyber leader, “Once the Changelings have been driven from this village we will ascertain the location of compatible equines.”

****

The Doctor, and Lyra set the oversized disc down on the top of the broken remains of a fountain in the center of the road. The stone sculpture had been broken apart and used as ammunition against the Cyberponies, to little effect.

By this point the battle was imminent, just on the other side of the nearest stack of houses.

“We can’t afford to wait any longer!” Medley shouted down from the sky, “They’re practically here!”

They had to shout. Screeching war cries and the never ending barrage of weapons discharge filled the night.

“This isn’t good enough!” cried the Doctor, “We need a wider radius of clear space!”

“We’re not gonna get a wider radius, Doc!” yelled Medley, swooping back down to Earth, “It’s now or never!”

The Doctor held a set of cables. On the very bottom of the disc sat another mish-mash of components taken from devices within the TARDIS itself. The power packs would last for three seconds once he connected the two ends of the cable and completed the circuit.

“STAND BACK!”

He jammed the two ends together and dove for cover, eating a faceful of snow. Medley zoomed off and and hid behind the bulky walls of what used to be a cottage. Lyra ducked and covered.

The dish hummed to life. A gargantuan column of bright light shot upwards into the heavens. An ear-splitting noise filled the air. Throughout the entire village things were as bright as broad daylight, and snow laying on the ground was whisked into the sky in a swirling vortex around the neverending column of light.

It vanished as suddenly as it had appeared. The snow continued to swirl, falling back down to earth with the ferocity of a blizzard. The beam had punched a hole through the dark clouds, and through this hole a small blue box plummeted down.

The box was on fire, leaving a scorched streak through the sky as it plunged down on a collision course for the town square. The sounds of its groaning, wheezing engine mixed with the tired cadence of war. A thatched rooftop and stone walls shattered, and the box lay on its side in the wreckage of a cottage.

The door fell open, and a figure rolled out. A column of dark smoke escaped from the open door, and this figure coughed and sputtered. He was gray, and clad in a tattered black overcoat.

Another dark figure appeared from the sky, lingering in the shadows of the smoke before becoming solid to the hacking stallion on the floor of somepony’s living room.

Chrysalis landed in front of the stallion, towering over him. He looked up at her, and her pupils constricted. She recognized who he was, and what he had done.

“You!” she hissed. Hatred and anger coursed through her being. Her heart pumped faster, circulating her poison. The venom coursed through her fangs and infected the flesh of the stallion she had sunk her fangs into.

The wolf’s eyes rolled back, and he collapsed once more.

“Your majesty, STOP!” a voice cried out.

She withdrew her fangs from the neck of the stallion and snapped to attention, body tensed and adrenaline circulating.

The patchwork fool stood before her, speaking some unintelligible gibberish she could not understand. She hated him too. She hated all of them… all of the backstabbing fools in their little blue boxes. She hated their guts.

Her red vision subsided slightly, and she found herself pinning the Doctor underneath her body, teeth bared and snarling.

“I’m sorry!” he said, words finally getting through to her, “Really, I am. I wish there was something I could do for your father but I can’t. Look at the Wolf.”

A gelatinous, faintly glowing glob dripped from his mouth, landing on the tarnished wood floor of the living room and scooting away. As it left the body of the stallion his color returned to a vibrant blue, and his mane faded to a healthier brownish tint. The parasitic creature was injured, not capable of taking flight, and it was sliding across the floor as fast as it could from its dying host.

“That little blob is the Wolf, not the stallion.”

“What?!” cried Chrysalis, “You lie! You only want to save him!”

“I do want to save him! The stallion, at least. He’s the only one who can help us- you. And you’re the only one that can help him.”

Chrysalis was still. Silently, the mental parasite glided over the floor and toward the broken frame of the door, between Chrysalis’ hooves. She lifted one and slammed it into the ground, squashing the thing and the last remnants of its life.

Whatever it was that had created the Wolf in the first place was now dead.

A blast of Cyber weapons fire shocked the new Queen back into reality. Her brood was in danger, and it was her duty to save them from being annihilated.

A greenish glow engulfed the Ninth Doctor’s body. Slowly, a dribble of toxic fluid flowed out from the puncture wound in his neck. It dripped harmlessly onto the floor.

His eyes opened. A dilated, quarter-sized pupil constricted, and began swiveling about in its socket, taking in the surroundings.

The Ninth Doctor tried to stand, but it sent a horrible pain shooting through his extremities.

“Don’t move!” Chrysalis snapped, “I haven’t extracted all of the poison yet.”

He lay back on the ground, breathing slower and blinking his eyes.

“I had the most horrible dream.” he said quietly, “and I remember it all vividly.”

“Do you remember the override for the portal?” asked the Sixth Doctor, “This is extremely urgent.”

“I think so.”

The last of the poison seeped out. When the Doctor tried to stand, he was met with a much less serious pang.

“Right.” he said, “Where were we?”

“The portal.” Chrysalis said, “You must shut it down.”

“Done!” he cried, just a little bit too loudly. Both the Sixth Doctor and Chryalis clapped hooves to their ears a little bit too late. The Doctor ducked and rolled back into his sideways TARDIS, pulling the door shut behind him.

The crashed ship wheezed, and gradually faded from view.

Chrysalis grabbed the Sixth Doctor by his question-mark collar, and pulled him in close.

“Where did he go?!” she snarled, “Bring him back!”

“He’s gone to shut the portal off, trust him!”

****

In a darkened corridor, a squad of Cyberponies surrounded a generator supplying power to the portal. In the distance, a rumbling announced the departure of the Synax from the planet. The Cybers had no desire to stop them. Synax were ultimately unsuitable for Cyber conversion, and swelling their ranks was the topmost priority.

Their brethren were fighting across time and space, on a small world populated by Ponies, the ideal type to convert to a Cyber being. Soon, they would receive word back from the assault force and the conversion factories would come online, ready to roll out an entire army of new Cyberponies.

A groaning noise filled the hall, and the darkness was puncture by a bright light atop a materializing blue police box. The forces guarding the generator leveled their weapons.

“Don’t shoot!” said a voice. A blue stallion stepped out, pulling a loose leather jacket back over his shoulders.

“Don’t shoot, I came to deliver a message.”

“What is the nature of this message?” inquired the squad leader.

“Oh, just send a message to the Cyber leader, that’s all.” the Doctor said, “You can communicate with it in real time, correct? The delay doesn’t affect your lines of communication.”

“That is correct.”

“Wonderful.” the Doctor said with a smile, “That’s great news, yeah. Really fantastic... Tell the Cyber leader this, and tell it it’s from The Doctor. The generator is about to go critical, and the assault forces need to get back through the portal before it closes. Can you do that favor for me?”

“That statement is incorrect,” the squad leader replied in the usual mechanical monotone, “We guard the generator. It is in no danger of ‘going critical’.”

“Mmmm. Yeah. About that.”

The Doctor opened the door of the TARDIS, and stepped backwards. He held a device out, and wiggled it for the Cyberponies to see.

“I’ve got the remote control!”

The TARDIS doors slammed shut. The entire squad unloaded their weapons into the blue sides of the box, but to no effect.

****

“Cyber Leader!” reported the communications unit on its chest plate “The portal generator has started a detonation countdown. We have no way of stopping it. Currently 30 seconds to detonation.”

The Cyber Leader was motionless. Could it feel emotion anger, surprise, and fear would all have been coursing through its mind, but all that the wire-strung mind of the highest ranking Cyber could do was calculate the logical course of action.

“All units, return to the portal immediately.” it ordered, “Those who do not make it within 30 seconds will be trapped in Equestria and abandoned.”

A mass exodus occurred in the next 30 seconds. Cyberponies dropped everything they were doing and bolted for the portal at top speed, filing through one after another after another and leaving the town empty save for the surviving members of the Changeling horde and the wreckage they had created.

The portal collapsed in on itself in a brilliant flash, and a very loud bang resounded through the forests and up the mountain. Birds flew from their perch in excitement.

****

On the horizon, just behind the distant mountains, Celestia’s sun began to poke its orange face out. The sky had started to redden and the night was being quietly ushered out.

Coltchester was a pile of rubble. Few buildings remained unscathed. Many were partially collapsed or burning. The dead, Cyberpony and Changeling alike were dragged to a spot outside of town. The survivors contemplated their next actions.

The Sixth Doctor, Medley, Lyra and Queen Chrysalis stood in the center of town. The familiar groaning of the TARDIS filled the air, and not far away the blue box materialized. A stallion clad in a big leather jacket and an even bigger grin stepped out.

Lyra pounced on him, embracing him with a tight hug and burying her face in his shoulder.

“Easy, easy!” he cried in alarm.

“I thought you were lost forever to that… that… whatever that was!”

The Doctor returned the embrace, and then held Lyra by the shoulders before him.

“So did I…” he said, “Are you alright?”

She nodded.

Chrysalis stepped in, her reverberating voice causing Lyra to recoil. The Doctor went to stand by his other incarnation, side by side in opposition to the Changeling Queen. Now that the battle with the Cyberponies had subsided, it was their duty to prevent another one from breaking out.

“This township is still under the control of the Changelings,” she stated, “The four of your lives will be spared for your assistance in stopping the Cyberponies, and a place of comfort will be afforded for you in the New Changeling Empire.”

“Changeling Empire?” Medley groused, “What?”

“We will gather reinforcements and launch the attack on Canterlot, just as my father intended.” Chrysalis continued, “You’d do best to not interfere, Doctors, or you will lose my good favor.”

“You still plan on attacking Canterlot?” asked the Ninth Doctor.

“Even after what happened last night?” continued the Sixth Doctor, “You haven’t the numbers to manage a maneuver on that scale!”

“You are mistaken, Doctors!” Chrysalis exclaimed. She let loose a miniature cackle, letting it subside into a laugh. She still hurt deeply from the loss of her father, but she had to admit enjoying the absolute authority of the throne.

“Within the week Canterlot will fall!” she called out, eliciting a cheer from her brood members, “And after Canterlot… all of Equestria!”

“Not on my watch!”

The voice didn’t belong to either of the Doctors. It was a new voice, a female one from the sky. The heads of the time travelers, the Changeling drones and the Queen herself craned upwards.

An elegant white alicorn swooped down for a landing, escorted by an entire team of armored guards and a little grey cross-eyed pegasus. Behind them flew another swarm of Royal guards, landing about the remnants of the Changeling horde and surrounding them in little clusters throughout the village.

Derpy swooped down and tackled her Doctor, grinning wildly. She gave him a sudden kiss and held him in a tight hug like Lyra had done. His eyes went wide with surprise. She broke the kiss and shouted out in joy.

“Ohmygosh ohmygosh ohmygosh Doctor! You’re back!”

“Relax! You’re crushing my chest, Derpy!” he choked.

She let him go, and stood by to watch the confrontation between monarchs unfold.

“Why… Princess Celestia!” gulped Chrysalis, “What a surprise!”

“The citizens of Coltchester fled from the threat of a deadly airborne disease.” Celestia said, landing on the ground and squaring off with the Changeling Queen. “It’s been abandoned and under quarantine until we could determine whether or not the threat was real. Now what in Equestria has been going on here.”

“Cyberponies, madam.” The Sixth Doctor piped up, “There was a portal here. This town was laid out as a trap by this being…”

“The Wolf.” stated the Ninth Doctor. “The Wolf wanted to destroy both the Changelings and the Cyberponies alike, so he engineered a situation in which they would be fighting over the same turf and take them out.”

Celestia frowned.

“What about the deadly disease?” she asked of the Doctors.

“That was me,” the Sixth Doctor admitted, “I’m sorry I didn’t inform you, but I only thought of it about an hour ago. I went back and spread the rumor of the disease so that the village would be empty.”

“Something the Wolf didn’t consider.” the other Doctor said, “He never accounts for innocent bystanders.”

Celestia overlooked the wreckage of the town, the smouldering remains of the buildings.

“What happened to this ‘Wolf’? Is he still at large?”

“No your majesty,” Lyra said with a reverent bow, “The Wolf died in the battle last night.”

“Very well…” Celestia murmured, her voice trailing off. Her gaze met Chrysalis’ and they glared at one another. What followed was inevitable.

“As for you,” said the Equine Princess, “You and the rest of the Changelings are banished from Equestria for the next century. I don’t want to see you step a hoof outside of the badlands, or wherever you choose to set up your next hive. Is that understood?”

Chrysalis held her chin aloft with an air of defiance.

“You’ll be sorry.” she muttered, “You may be powerful now Celestia, but mark my words, you’ll be sorry one day.”

****

It was noontime. Cleanup was underway. The Changeling had vacated the area and were being escorted to the borders by a legion of the Royal Guards. Celestia had thanked Derpy Hooves for sounding the alarm to her during the night, and The Doctors, Lyra and Medley for their role in the Battle of Coltchester.

The time had come for the two TARDIS crews to take their leave.

“I don’t suppose I’ll remember this,” the Sixth Doctor said, standing outside his version of the TARDIS.

“No. You’ll still be at that incident with the Silurians.”

The two shook hooves.

“Snap!” they both cried simultaneously, slapping each other on the back.

Lyra, Derpy and Medley were in a group hug. When it ended, Medley went to take off in the direction of the Sixth Doctor’s TARDIS.

“Look me up sometime,” she said, “Hopefully I’m still alive in your time!”

“I should hope so!” Lyra called back, “Thanks for everything!”

Derpy beamed, waving back wildly. Medley disappeared into the TARDIS.

The Sixth Doctor went to enter his time machine , but Nine stopped him briefly.

“One more thing,” he said, “I just… I have to say it; I think rainbow doesn’t really suit you that well. Why don’t you try… I dunno, blue or something. Anything!”

The Sixth Doctor puffed out his chest indignantly.

“I’ll have you know that this is the height of sartorial elegance! Maybe in my future generations my eyes have lost the color receptors capable of distinguishing true taste!”

“I’m only joking, I’m only joking.” Nine said. He patted the side of the TARDIS.

“You take care of the old girl, you hear?”

The Sixth Doctor smiled. With a final wave, he disappeared into his TARDIS as it dematerialized.

Derpy, Lyra and the Doctor entered their own TARDIS. It took a minute for Lyra and Derpy both to adjust to the massive bronze cavern, having grown used to the polished white walls.

“What I don’t understand,” Derpy spoke, “is what the Wolf was. Was it the Valeyard like the other Doctor guessed?”

The Doctor shook his head.

“I thought so before it… er… before it got complete control. Not anymore. I’m not entirely sure it was the Matrix either.”

“What do you mean?” Derpy asked, “What else could it have been?”

“A psychic parasite,” the Doctor said, leaning on the console and pushing a little screen over for Derpy to see. Displayed there was a diagram of a little creature capable of floating and sustaining mental control over the afflicted being.

Lyra looked over Derpy’s shoulder. It looked like a stronger version of the blobbish thing that had oozed out of the Doctor’s mouth after he had been poisoned. It made sense to her- poison the body and the parasite leaves in search of a new host.

“That’s not what I meant though.” Derpy protested, “I meant the part about the Matrix.”

“Oh.” The Doctor said, frowning. “I honestly don’t know. It could have been any kind of simulation chamber. It could have actually been the Matrix too. Who knows.”

He pulled the screen back, and flipped a series of switches on the console.

“We’re in flight now.” he said. The two ponies looked at him for a minute, and he grinned back at them. It was silent for a moment.

“Well, what is it, what?”

Derpy and Lyra dove for the Doctor simultaneously again, giving him yet another bearhug.

“OK! OK!” he shouted, “I get it! Enough! Uncle!”

They let him go.

“It’s me.” he said, “I’m all here. You don’t need to go squeezing every five minutes to make sure.”

“Doesn’t seem like he’s the huggy type, Derpy.” Lyra muttered. Derpy rolled her eyes.

The Doctor paced around the console, trying to think of a destination.

“Would you both say that you’re fried?” he finally said.

“I beg your pardon?”

“Fried,” he repeated, “You know, frazzled. Spent all your energy. Enough excitement for one day.”

Both ponies nodded. Someplace relaxing sounded like a good idea.

“I know a place called Delphon. The natives there communicate by wiggling their eyebrows like this…”

He demonstrated by moving each eyebrow around independently of each other in a series of odd twitching movements.

“What did you say?” asked Derpy.

“I’m hungry, let’s grab some grub.” he said. “Wait, that gives me an idea! Florana!”

“Florana?”

“Yes! There’s a region in the northeast hemisphere carpeted by perfumed flowers, seas of effervescent water and sand as soft as swan's down. How does that sound to you?”

“But… what does that have to do with grub?” Lyra asked.

“Nothing!”

“Florana sounds good to me.” Derpy said, “It sounds pretty relaxing.”

Lyra nodded.

“Fantastic!” the Doctor exclaimed, “Florana it is!”

He slammed a switch upwards on the console and the ship’s engines roared to life, hurtling the TARDIS along the vortex toward a destination. It wasn’t clear whether or not it’d be the right one, but spirits were so high that it really didn’t matter.