"DOCTOR!"

The pair of Time Lords came barreling into the TARDIS, Turner following his younger counterpart, and Ditzy used her wings to glide through the doorway moments later.

Jo Grant was seated on the ground staring at her the hooves that had taken the place where her hands had been. Above her was a piece of reflective metal she and the Doctor had picked up at the end of their last trip. If suddenly seeing purple hooves in place of her hands and being a quadruped hadn't caused her to flip out, then looking down at the metal and seeing a pony in the reflection definitely did. Just about the only thing she hadn't noticed at this point was that a small, purple horn was poking out of her blonde mane.

"It's ok, Jo. I'm here. Not to worry."

"Doctor?! Oh, not you too. What's going on? How did we end up like this?"

"We've just crossed into an alternate world so we just have to get used to the bodies long enough to figure out what's going on..."

"JO GRANT! It's been far too long since I've seen you... are a UNICORN! A PURPLE UNICORN!" Turner said as he became absolutely giddy at this turn of events.

By contrast, Jo was now incredibly uncomfortable and was now very aware that two ponies had entered the TARDIS and were gawking at her. She looked back and forth between them and her suddenly ponified Doctor and looked like she was about to hyperventilate.

"Doctor, what's going on? Who are these horses and does that one have wings?! Where are we?!"

"Now calm down, Jo you're clearly seeing things. What you're describing is a pegasus, and the ponies here are... oh my word, you are a pegasus," he said, finally getting a good look at Ditzy's side. "Incredible. This is a world where pegasi are true creatures and... and... you are a unicorn. There is a genuine unicorn horn growing in your hair."

"What?" Jo reached up to her head and felt around until she found the hardened appendage protruding from her head. "I'm a unicorn. I don't believe it. I mean, I had wanted to see one when I was a kid, but I never wanted this! Oh what is happening Doctor? We've gone through some wild times in the past but I don't know if I can wrap my head around this one."

"I think I can explain that," Turner, who had been giggling and making 'squee' noises in the background for the last minute or so, finally said. "You see, the TARDIS has the ability to adjust your mind so that you may understand whatever language is being spoken by the native species whenever and wherever you go - a gift from the dear TARDIS, you might say.

"Now. If you were sent here across a universe where the native species of dominance was ponies, and a Time Lord already present - hello there! - is a pony, and the TARDIS detects that she already exists in the same frame of space with a pony Time Lord controlling it, then she should be able to automatically reroute the tool to temporarily alter your atomic structure while you're occupying the universe. Plus the fact that you're on a mission from the Time Lords practically guaranteed that if all else failed, they would ensure the change be made personally, so that no paradoxes occur in a new universe because a species was introduced before its time. Did you get all that?"

The room had gone dead silent during all of this, as the room just stared at Turner.

"I don't think he, or rather, I took a single breath during that entire exchange," the past Doctor finally said.

"You get used to it," Ditzy replied.

"I'm sorry that was a lot to take in. And just who are you. I think during that, you said you were a Time Lord too?" Jo asked.

"Oh I'm far more familiar then that, old friend," Turner said.

"All right, that is enough!' the other Doctor said. "Jo, look at it this way. Do you remember the situation with Omega where you met my two previous selves?"

"Of course, what does that have to do with..." Jo's eyes widened with understanding. "You mean this, this pony is another version of you?"

"Yes, I'm afraid he's a regeneration yet to come. What regeneration are you, by the way?"

"Thirteenth."

"Oh, that's impossible. You know as well as I do that Time Lords are limited to 12 regenerations. Are you suggesting you received another regeneration?"

"Not just one. A whole new cycle! Isn't that great?"

The younger Doctor considered this prospect for a moment. "Well, regardless of that I'd rather not know how that happened. In case some memories of this event somehow seep through, I don't want to have to deal with any paradoxes within myself. I suppose I should be thrilled you are part of a new cycle. I'd hate to think that this was how it was all going to end."

"I'm beginning to get tired of your attitude. You're more of a stick in the mud than that other world's Doctor."

"Not to interrupt, but didn't we have something important that we were doing?" Ditzy spoke up.

"Oh you're right! See what you did?" Turner suddenly looked at his counterpart. "I have to deal with a changeling invasion and you've got me wasting time with your nonsense."

"So there is an issue then," the other Doctor said, wanting to not waste anymore time dealing with his counterpart either. "Well then, Jo, let's be off."

"Are you mad? I'm still getting used to this whole unicorn thing?"

"Oh, you are so lucky, though. Did you know unicorns in this world can do magic with their horns. Like real, actual magic! It's so amazing!" Turner just couldn't contain himself around magic.

"You don't say? And just how does Jo do such a thing? I imagine that could prove quite useful?"

"Hmm, you know that's a good question. I don't think training has ever come up since I'm a normal pony and Derpy here is a pegasus..."

Ditzy interrupted. "You know, there may be some unicorns that could help. Twilight Sparkle is one of the most powerful unicorns in the world. Heck, she's Princess Celestia's personal student and she loves helping ponies and studying magic. I'm sure she could help."

"Well then that settles it. Jo, I think it would be beneficial for us to go down there first to teach you how to use that horn on your head."

"Oh fine! I will admit it does sound interesting to be able to perform real magic," Jo said, though still a tad apprehensively.

Ditzy sensed this and made a suggestion. "Actually, Jo, if you'd like I could take you there. I know the area and I think it would be good for you to get a break from all of this dimension stuff while you're getting used to this new body of yours."

"Oh, I think Jo and I can manage," the other Doctor said.

"And if you think about it, neither of you know anything about this world or where things are or even who Twilight Sparkle is, so splitting up may be a better idea," Ditzy finished, hoping she made an argument strong enough to stop the discussion. Honestly, she liked the idea of being able to talk to this Jo girl mare-to-mare and hoped the Doctors would agree.

"She does make a good point," Turner said.

"Fine. But let's agree that you all will meet us at... wherever it is we're going." He turned to Turner. "So where are we headed?"

"Sweet Apple Acres! Let's go!" And with that, Turner and his past self were off.

Ditzy walked over to Jo, who was beginning to practice walking. Surprisingly (to Jo anyway) it seemed to be coming naturally.

"Jo, are you feeling good to go?"

"I think so. What was your name again?"

"Ditzy Doo, but you can call me Derpy. The Doctor does it all the time."

"Ok then. Lead the way Derpy." And the two left, closing the TARDIS doors behind them.

Deep inside the Everfree Forest, there is a cave. Deep inside that cave, there is a passage created along the stone walls. The path leads downward at least 400 feet, and therein lies a series of chambers where a plan is afoot. Changeling guards can be seen along various rooms near the doorways, but it is largely a quiet, subdued place.

Inside the largest chamber sat a purple baby dragon, who was chained by his hands and feet in the center. He was seated, occasionally trying to expand his fire breath, which fell feet short of the walls of the chamber. The metal he was chained with went unrecognized by him, but he knew it was strong enough that he couldn't break or melt it.

He felt like such a fool. He hadn't even thought to ask why the Cutie Mark Crusaders would need him to join them in at Zecora's place. They only had said they needed a dragon for something and that it wouldn't cause any physical harm. It wasn't until they were out of site of Ponyville that they revealed themselves as changelings and overwhelmed him.

He cast his entering captor an enraged glare as she walked in.

"What are you doing back here? I thought Twilight and the others finished you long ago," he said angrily.

The large changeling chuckled to herself. "That's what pretty much everyone thinks, but you know better now. That arrogance will come back to bite your pony friends. I seek power and a constant food source for my changelings, and I will not be defeated so easily."

Spike looked at her with a smirk now. "Well it doesn't matter what you think because once Twilight realizes I'm missing she and her friends are going to bring the Elements of Harmony and finish you for good!"

The chuckling the changeling queen had been doing switched to full-blown laughter with that. When she got it out of her system, she said, "Oh, believe me, dragon, I have plans to ensure the Elements of Harmony do no harm to me, and you are going to play a huge part in that."

"Well forget about that because I'm not helping you with anything!"

"I assumed you'd be unwilling, but my associate is really skilled at making arguments... well, just make sense. You'll see," she told him from the wall as he launched his hardest breath at her. Still a good 10 feet short.

"You should save that energy, my friend. You'll want all your strength when you're helping me and my dear friend, Queen Chrysalis over here."

Spike turned and couldn't believe who was talking. "A... a pony? A pony did this?"

But what was clear to Spike almost immediately was that this pony was far from ordinary. He was grey and wore a suit that was an even darker shade of grey. His piercing green eyes gave off this feeling of power and they were hard to ignore. As he forced his face away, though, he noticed the fob watch that was his cutie mark, and realized that despite his age and white stripe through the center of his otherwise black mane and tail, he did not look like he was short on energy.

This was not a pony to mess around with.

The pony started to move in toward the center. "You see, Spike. It is Spike, isn't it? I have designs of my own for this world that cannot be complete with the royal sisters in power. This planet needs beings like Chrysalis, here, who is willing to get her hands, er, hooves dirty to do what is needed. And it needs someone like me, who is more capable of greatness than the sisters could even fathom."

Spike had yet to try to burn him. For some reason he was focused on the piercing, powerful eyes of the pony approaching him. "And just who do you think you are to make those choices?"

"Why I am the solution to your problems. I am brilliant. I am. The Master. And you. Shall obey. Me."

The Master had put his full, focused gaze and pointed it directly at Spike, who could only stare dumbfounded.

"You shall obey me."

"I shall obey you."

The Master grinned before turning with an arrogant smirk at Chrysalis, who was equally impressed and terrified every time he did such things.

"Now, I want you to follow Chrysalis to the mouth of the cave and wait with her for my command. She will tell you what to do from there."

"I will follow and wait for orders," Spike said.

"Excellent. Guards! Unchain our friend here."

Quickly, two changelings came through the doors and unchained Spike, who sat motionless until they were done and Chrysalis waved him over. She decided to speak with the Master before heading out.

"You're sure this won't work to our disadvantage? We could have just used a changeling to do this, though it would have taken some time to train them for dragon mannerisms."

"This plan is our best hand. If this Twilight Sparkly you talk about is as perceptive as you claim, she would know something was amiss fairly quickly, and if this plan is to work, she needs to be one of the first we take out so that the best deductive mind of the team is absent."

"You of course know my guards reported that the one called Fluttershy was growing suspicious of our changeling bear, so I did give the order to attack?" Chrysalis asked.

"Yes, and did they succeed?"

"It should have been completed by now, so we will know shortly, but for some reason I'm concerned it's taken so long."

The Master chuckled. "I assure you, it's of no concern. Regardless of what happens, we will have our success. I have accounted for anything that could stop us, and even if we lose her, we'll get her soon enough."

Chrysalis thought to ask more, but she didn't want to give any more information in front of Spike in case he came to. As she left, The Master looked to the top of the chamber and spoke in a barely audible voice.

"I will defeat you this time. I dare you to stop me.

"Doctor."

"So, you travel with the Doctor? Well, the Doctor of this world?" Jo asked her new pony friend. The two had had a largely quiet walk into Ponyville, but as the two walked and Jo saw the tranquility of this world, she began to settle down.

"Oh, yeah we've had a lot of adventures with and met a lot of new ponies," Ditzy said.

"Does he still do a lot of technical talk that no one understands but him?"

"All the time," Ditzy said with a chuckle. "So, your Doctor is younger, right? How come he looks so much older then?"

"I'm really not sure. I actually met some of his past selves before and some look older, some look younger. It's really odd to think they're all the same person, but when you see them work, you do feel it, like they share something and work well together. When they're not fighting, of course."

"Heh. Yeah I noticed they fight a lot. So you've traveled with your Doctor a lot then, huh?"

"Yes, I was brought in as his assistant after Elizabeth Shaw left UNIT," she laughed at remembering their first meeting. "He honestly didn't want me there, I don't think. He really seemed to talk down to me at first and seemed really uncomfortable when working with me, but he warmed up to me after a while and I really think we've made a great team."

"And you two are... really close?"

"Oh yes, he's a very sweet man, but I'm sure you know that."

"It's just weird I've never heard him talk about you."

Jo shrugged. "That is true, but my Doctor doesn't talk much about his past either."

"That's definitely true. Anytime his past comes up he gets all sad. Have you ever looked in his eyes? It's like there's a lot of sadness there and he never likes to talk about it."

"I don't pick that up at all from my Doctor. Maybe something happened in between my Doctor and your Doctor's times?"

"Maybe, I- oh, hey there it is!" Ditzy said as Twilight's house came into sight.

"Your library is in a tree?" Jo asked.

"You know, the Doctor said something similar when we walked past it the first time. What are libraries made of in your world?"

"Oh they're just buildings. Made of stone or wood and such. But never living trees."

"We have those too, but yeah, this tree works just fine," Ditzy knocked on the door as she finished speaking. The door opened and another purple unicorn came out, this one with a pink stripe in her mane. She looked over the two before speaking.

"Hi Ditzy. It's nice to see you again. I don't think I've met your friend before. It's nice to meet you. My name is Twilight Sparkle."

"Jo Grant. Nice to meet you."

Twilight raised her eyebrow with a hint of confusion. "Jo Grant? Interesting name. And interesting clothing! They remind me of clothes my mom's schoolmates wore in her old yearbooks. Are you a fan of history?"

"Oh, well, I suppose you could say that. I've learned quite a bit about history over the last few years."

"It's amazing isn't it? I see your cutie mark is a lock. Are you a locksmith?"

"My what?"

"On your flank," Ditzy whispered to her. Jo looked behind and saw the mark on her flank.

"Oh yes, that! Um... oh, I studied escapology!"

"Really? I don't know of many ponies who have studied that. It sounds fascinating. You'll have to tell me all about-"

"Actually, Twilight, Jo needs help learning basic magic," Ditzy said.

"Basic magic? But you're fully grown. You seem as old as me. How do you need to learn the basics?"

"Well, I, I... never really had a chance to learn?" Jo was stumbling for a rationale as to how she had no magical knowledge. "But I've certainly wanted to! So do you think you could help?"

Twilight gave her a look that seemed to combine sympathy and excitement. "Well I would like to try my hand at teaching to see if I could do it, and I don't want a unicorn who wants to know magic to be stuck trying to learn from scratch. Yes, I'll teach you."

"Great!"

"But first I need to head into the Everfree Forest."

"Why do you need to go there?" Ditzy asked.

"I was actually on my way out to go look for my assistant, Spike. He left a note early this morning that he was going to help the CMCs with something but he hasn't returned. Besides that, Sweetie Belle already came by an hour ago looking for a book and said she hasn't seen Spike, so I'm thinking he's up to something. It's already midday so I'd like to make sure he's not getting into any trouble."

"Well we'd be more than willing to help you find him," Jo offered.

"Oh, I couldn't impose."

"It's the least I can do considering you'll be helping me,"

"Well, if you're sure. You coming too, Ditzy?"

"Yeah I guess I can join you guys. Jo's new to town so I think it'd be good for her to have some ponies with her for her first trip into the forest."

"If it's your first time here in Ponyville, then I'll tell you a little about the town on the way!" Twilight said.

"That sounds lovely, thank you."

"Well, let's get going then!" Twilight used her magic to levitate her keys into the door and lock it as she said this. She didn't notice Jo's eyes go completely wide upon seeing magic in action.

The key went into Twilight's supply bag, and the three departed for the forest.

"You know, I never realized it until now, but age is really noticeable on a pony. I'm sorry if I sound a little vain but did I really look that old?" Turner asked his counterpart as they walked onto the Sweet Apple Acres premises.

The other Doctor looked offended. "You know as well as I do that my body has been older and younger over time and I'd ask you to show a little more focus. You've been rambling since we left the TARDIS. Besides, I'll take old and distinguished over young and unfocused."

"You know, I could go off on how you're being rude, but why should I? I already know you're rude. I've been you! Just an old stick in the mud..."

The other Doctor was about to respond when he heard arguing just over the next hill. "Looks like we have a direction to head," he said.

"Right."

"I must say, this area is remarkably well-kept. How do ponies manage such things?"

"I've been meaning to ask Ditzy, but there's just so much that fascinates me about this universe. I know nothing of it and that has just sparked my sense of adventure!"

The past Doctor had a reflective look on his face at hearing that. "I know the feeling. I suppose we both know. It's what we felt when we first took the TARDIS. And this world seems so peaceful... These ponies really seem to have something here worth protecting."

"I knew there was something in you I liked. Oh! There's who we're looking for!" Turner said. The Doctors ran up to a brown earth pony who Turner vaguely remembered being called Applejack. She seemed to be fuming about something.

"Hello there! I couldn't help but hear you yelling. Anything we can help with?" Turner yelled to her.

Applejack looked the two over before speaking. One pony wearing a random green tie and the other in... something out of the last century, it seemed like. They certainly looked a sight.

"Howdy there, you two. No, ah was just arguing with my brother about some chores. Ah think I've seen you around, but I know ah haven't seen you before. Name's Applejack, by the way. You are?"

"Well I'm Time Turner and this is my friend, uh..."

"Smith. John Smith. Pleasure."

"John Smith? Never heard that name before. You ain't from around here, ah reckon?"

"No. Quite far away. I'm just visiting. But as my associate was going to say, we've been hearing of strange goings on around town recently, and we, or rather, Turner here was saying on the way here he had been talking with one of your friends. Fluttershy, was it?"

"Yes, she told us that you had been dealing with some uncharacteristic behaviors from your brother," Turner added.

"Yeah, she was over here a couple days ago and Big Mac an' I were goin' at it somethin' fierce. It's like he's angry at me and wants to get into a real fight over it, but he keeps avoidin' it. Ah don't know what to think. Why did Fluttershy tell you? Are you some kind of mediator? 'Cause we Apples can handle our own business."

"Not at all, but I think something may be going around and it would be beneficial to talk with him. Would you mind calling him over?" Smith said.

"Well, ah suppose if you think it'll help. BIG MAC! GET OVER HERE!"

Big Macintosh was a few trees over in the orchard and made some groaning sounds before responding. "Hrfd.. EE-YUP!"

Big Mac came into view with an upset expression on his face, but it was nothing compared to how he looked when he saw Turner. He began stampeding over to them.

"Big Mac! What do you think yer doing?!" Applejack asked as he came barreling over.

"DOCTOR!" Big Mac began to move toward Turner, but he found his left front hoof being caught. As it came down, his left hip felt another grip, and the two grips moved in a circle, sending him flipping over. When he realized what happened, he quickly shot up and glared at the Smith Doctor. He moved toward him, but before he could even realize what happened, Smith's right hoof was in his neck and he was dropping back to the ground.

"What in the hay did ya do?!" Applejack said in horror.

"Venusian Karate. He'll be down for a few minutes. Now, if I can get a good focus going, I should be able to find what I'm looking for."

"Oh no need. I can handle that!" Turner said as he moved in and waved his sonic screwdriver in his eyes. "Huh. Mind control."

Smith looked dumbfounded. "Did you just use the sonic screwdriver to read his mind?"

"Oh that's right! Yours didn't do that! Believe me it's quite helpful to have a screwdriver that has multiple purposes."

"Well then it's not a screwdriver now, is it? It's a sonic Swiss army knife!" Smith said. "Besides, why would I develop a sonic to do what I could already do with minimal effort?"

"You know, given your mode of dress you really have a surprisingly lacking sense of flair!"

"Excuse me, but why did Big Mac try to attack you? You said something about mind control?" Applejack said with concern.

"Yes, I was helping Fluttershy earlier with an attacking bear and discovered he had been a pair of changelings in disguise. I thought for sure that I'd get another one here, but it appears mind control is being incorporated as well."

"Changelings? Mind control? So the Changeling queen is at it again..." AJ said.

"So what exactly are these changelings? Some kind of shapeshifters?" Smith asked.

"Right, and it seems they are going after the holders of the Elements of Harmony, one of the main defensive weapons for the kingdom here. Fluttershy and Applejack here each held one.

"Well who else is a holder of these 'Elements?'"

Twilight, Ditzy and Jo were now deep in the Everfree Forest. They had been calling for Spike for a few minutes now and Twilight was getting frustrated.

"This is starting to concern me. He shouldn't have gone so deep that he can't hear me. We're almost at Zecora's!"

"I'm sure he's fine. There are some boulders over there, maybe you can get a view if you climb up them," Ditzy said.

"Good idea. And you can fly over the trees and see a little deeper."

Ditzy nodded and flew up and away while Jo walked with Twilight. "Will you need a boost up there?"

"No I should be able to teleport up there. With any luck when I do start teaching you that can be a spell you work up to. It's difficult but- SPIKE!"

Spike was walking over to her, but something seemed off, and Jo could tell almost immediately. So could Twilight.

"Um, Spike, what's going on? Are you OK?"

"You must come with me," Spike said in a zombie-like voice.

"Where?"

Spike then saw Jo and unleashed a massive fire breath that created a barrier between Jo and the two.

"Twilight!" Jo screamed.

"Spike?" Twilight was getting nervous as she backed into the boulder. She was too stunned to remember her magic and was focused on the very determined eyes of her dragon assistant. It was then that she noticed a metallic device she didn't recognize in his hands that he was turning on.

"You will come with me," he said again as he moved in toward a quickly-becoming-terrified Twilight.

"Spike? Spike? SPIKE!"

***End Part 1***

Author's Note

Thus ends the first part of the story! The story shall continue and more of the pieces shall be revealed in Part 2. The rest of the Mane Six will make their first appearance in Part 2, which will most likely be spread across multiple parts as well so updates don't take as long. We'll also see the Doctors and the companions start to work with each other a little more. Also I figured out how to put in videos, so enjoy the old-school closing credits sequence. Thanks for reading!

P.S. One final point. Yes, this is the Roger Delgado incarnation of the Master.