DOCTOR WHOOVES: SEASON 1

by Sparrow9612

Chapters

E1: Terror on the Friendship Express - Prologue
E1: Terror on the Friendship Express - 1
E1: Terror on the Friendship Express - 2
E1: Terror on the Friendship Express - 3
E1: Terror on the Friendship Express - 4

E1: Terror on the Friendship Express - Prologue

"If the doors of perception were cleansed, everything

would appear to man as it truly is: infinite."

-William Blake-

Friends are like stars. Even when you can't see them, they are always there.

-Confucius-

PROLOGUE

GALLOPFREY, HOME PLANET OF THE TIME PONIES, A LONG TIME AGO...

“Come on hooves, don’t fail me now!"

Two ponies rushed through the winding corridors of Gallopfrey’s capital city like Death was chasing them. From a certain point of view, that was exactly the case. Against the wishes of their feuding Houses, the young stallion and mare refused to end their relationship, and were now paying the price for defiance. Going against the will of one’s Kithriarch (the title given to the head of one of the Great Houses) was considered just as damning as treason.

“Why does love have to be so bloody difficult?,” the stallion grumbled bitterly, “well whatever the case may be, I am going to marry the love of my life, and our esteemed leaders can take their hate and shove it somewhere deep and dark!”

Charging down the hall after their quarry were two squads of Chancellery Guards. The two-dozen red-and-white armored ponies answered to the Castellan, and were infamous for their brutality when it came to dishing out swift justice. To add to the dire threat, all wielded staser pistols, rifles, and pikes.

An acronym, S.T.A.S.E.R. stood for Space Time Amplification by Stimulated Emission of Radiation. The compressed time energy was useless against non-organic matter, but caused massive tissue damage to the living, making them a surefire way to stop a Time Pony’s regeneration, which was permanent death.

Skidding to a stop just in time to avoid a collision with a shell-shocked Pegasi mare, Sydney Whooves and Derpy Do rounded the corner and continued their flight from the guards, ignoring the burning sensation in their chests as strained lungs protested such mistreatment. Reaching an enclosed glass skywalk, the duo dodged around numerous pedestrians, shouting back profuse apologies to any who were bumped.

“Sydney, are we almost there?” Derpy asked breathlessly, trying her best to keep up with her far more athletic special somepony, “I don’t know how much longer I can keep running!” Sweat beaded her forehead and ran down her sapphire blue coat.

Where in the void did Sydney get all that energy? She made a mental note to try and cut down on how many muffins she ate for breakfast: six instead of the usual baker’s dozen. Maybe that would help her keep up easier? She had noticed that she was getting a little bit round about the middle lately. Good thing the TARDIS had a gym!

Derpy immediately skidded to a stop as a dark-coated rump filled her vision. She barely avoided getting a faceful of (admittedly nice) plot. Sydney stood in place, still as a Weeping Pegasi in a crowded room. His blue eyes were locked on a point near the other end of the skywalk.

Following his gaze, Derpy caught sight of the horde of Chancellery Guards blockading the exit. The jerks were keeping she and Sydney from safety and freedom, from spending the rest of their lives together in marital bliss, all over a stupid ancient feud!

Feeling something in her mind snap from all the frustration and anger she kept locked away inside, Derpy’s pupils shrunk to pinpoints, her lips curled back in fury. A rather unnerving tic developed under one cornflower blue eye, and her expression shifted to blind rage.

Turning to look at his beloved, Sydney realized that perhaps he should get the void out of her way. Derpy was the sweetest soul when happy, but in rare instances where her ire was peaked, anypony in her targeting reticule was in for the beating of thirteen lifetimes.

“Hop on and hang on tight!” Derpy commanded in a tone that brooked no argument, “we’re getting off this stinkin’ planet one way or another!” She took the stance of an angry bull, snorting like one too. Scraping a hoof on the smooth floor tiles, she flared out her wings and grinned like a maniac at the guards. A few took nervous steps back, not used to seeing somepony bold enough to stand up to them.

A small crowd of Gallopfreyans gathered nearby to watch the spectacle. Rarely did something so exciting as a showdown happen on their world, let alone in the capital. Bets were placed and mazumas changed hooves.

“Derpy, w-while I admire your bravery in the f-face of danger” Sydney stammered, fearing for her well-being as any good fianceé would, “charging at a horde of armed guards is suicide!” Not even he could avoid a barrage of staser fire.

Slowly turning her head back to glare at him, Derpy growled, “get.on.my.back.NOW!” Afraid of the consequences of not listening to his angry love, Sydney immediately straddled her back, wrapping his forelegs tight around her neck. Hovering into the air, Derpy rocketed forward towards the barricades, belting out a fearsome war cry. Some of the guards chose to scatter, while a number stood their ground and fired their stasers...

...to no effect. The bolts of deadly energy struck some kind of shield around Derpy. Sydney racked his memory and finally remembered that he had given her a pair of personal shield horseshoes, way back when they were still in the dating stage of their relationship. He could have sworn she lost them in the swamps of Kelpie IV.

“Brilliant thinking Derpy!” Despite all the whispers and rumors that the mare was dumber than a bag of hammers, Sydney never once believed it. Her natural Time Pony smarts did exist, tending to surface when she was sufficiently motivated.

The Chancellery Guards that chose not to dive out of the way, let out Wilhelm Screams as they were smashed aside like so many bowling pins.

“Oops. My baaad!” Derpy sarcastically called back over her shoulder, dodging several guards who tried to grab her legs. She kicked one in the snout and another in the eye. Finally out of reach, she kept going and flew up and out into the airspace over the capital.

Arching overhead was an all-encompassing glass dome that protected the city from external threats. Beyond could be seen an orange sky, darkening to red as late evening shrouded the western hemisphere of Gallopfrey. The Mountains of Solace and Solitude surrounded the grand capital on three sides, making for quite the breathtaking view. It was no wonder that the Founders chose this spot.

Derpy did not stop to admire the scenery however. She made an immelman turn, passing over the skywalk as she made a beeline for a massive tower rising high above the city blocks. The tower was one of four TARDIS hangars, where Time Ponies stored and worked on their time machines.

With the bloop of sirens and a flash of red and blue, the Citadel Sky Patrol arrived on the scene, likely called in by one of the still conscious guards. Sitting astride polished hoverbikes, the four helmet-clad ponies surrounded Derpy above, below, and to either side, trapping she and Sydney between them.

“Surrender now, citizens!” one of the riders warned, “you’ve got nowhere to go. Orders are to bring the both of you in alive to stand trial. My boys and I will be promoted for sure if we haul your sorry plots in!” He revved his engine, eager to end this chase and celebrate the victory over a round of ice-cold jinnera.

Sydney’s expression quickly shifted to a maniac grin as he fished something out of his blue business-suit. Pulling his nose out of his pocket, he had a silver pen-like device clamped in his teeth. He immediately had four stun pistols aimed at him.

“Shorry boysh, buh ahm afrahd ah can’t let you shoot us!” Sydney replied as best he could around a mouthful of sonic screwdriver. He used his tongue to press a button, causing the device to emit a high-pitched whirring noise.

The Sky Patrol heard a similar sound coming from their hoverbikes, which quickly lowered in pitch until the familiar engine thrum ceased completely. The Sky Patrol officers looked at each other for a moment before letting out a simultaneous “OH SHIT!” as the stalled vehicles plummeted out of the air like stone birds.

“I’m sorry!” Sydney called down to the Sky Patrol, who were now sprawled on the rooftop, “I’m so, so sorry.” He knew that the officers would recover. Time Ponies were capable of surviving long falls

that would kill most other species.

Flying onward to TARDIS Tower 3, Derpy made a somewhat graceful landing at the entrance. Kneeling, she allowed Sydney to climb down off her back before running through a broad arched doorway at the other end of the hangar.

Sydney followed close behind, keeping his senses alert for any ambush patrols that might have been set up. The Chancellery Guard might have been brutes, but they were far from stupid. Most of them were anyway.

The TARDIS storage bay was composed largely of impervium, a practically indestructible metal similar in appearance to stainless steel. Every gleaming surface was devoid of tools or other equipment, which was generally owned by the various licensed Time Ponies, and thus kept stored in their respective machines.

Stored in rows of recessed berths stretching as far as the eye could see, were thousands upon thousands of TARDISes kept in their stock form of a simple black cylinder with a door on one side. A wide base kept them upright and also served as a step. Stamped along the front of the base in white block letters was the model number. Many TARDISes present were of the newer Type 98. Most Time Ponies did not become strongly attached to their machines, quickly swapping them for a new model when available.

Despite the fact that they all looked the same, Sydney knew exactly where to go. He led Derpy over to one of the berths six rows to the right and down another three. Fishing a keychain from around his neck, he unlocked his TARDIS (a Type 40 Mk. III) that he had been refurbishing in his spare time.

Discovering the battered old TARDIS in the graveyard where all old models were callously discarded, he had quickly found himself in love, in the way one feels after purchasing a classic car and realizing that you have something special, something that was one-hundred percent yours. Ushering Derpy through the door, Sydney gave one last furtive glance around the garage.

He immediately caught sight of a pony leaning against the wall by one of the berths - looking right at him. Cast largely into shadow by a series of burned-out lights that were overdue for replacement, he could not identify the gender, though by the smaller frame he assumed mare. Nonetheless, he prepared to bolt back into the TARDIS and deadlock the door if necessary.

“Don’t worry Dr. Whooves” said the mysterious observer quickly, speaking in a feminine tone that confirmed her gender, “I would never turn you in. I just want you to deliver a message to a group of mares on the planet Equus. The seal is heavily enchanted, and will only open at the right point in time, only in the presence of those meant to read the contents.”

Sydney noted that the observer’s voice held the roughness that came with advanced age, and a heavy sort of weariness that made even one as young as he feel old and tired. A horn lit up with a white light, which also surrounded an envelope in the energy field. Only a bit of the caster's face was visible in the faint glow, revealing a greying black mane and a bluish coat. Sydney caught the envelope carefully in his teeth, tucking it into the pocket of his suit. Wondering what sort of Time Pony had a horn, he gave the mare a kind smile.

“I will deliver your message as soon as possible, ma’am” he replied, “would love to stay longer and chat, really would, but I got to go before the Chancellery Guard catch up and pound all the regenerations out of me. They are quite hacked off at my fianceé and I. Don’t fancy the punishment awaiting us after our ‘trial.’”

The observer slowly nodded in understanding. Breaking into a racking coughing fit, she managed to flash a bright smile that was just visible in the darkness.

“I’ll distract the guards while you make your escape" she told Sydney, "Harmony bless you and your fianceé.” She vanished in a flash of bright light, apparently teleporting away. Grateful for the help, Sydney waved and ducked back into the TARDIS, closing and locking the door behind him.

The interior of the console room was currently in the stock theme, with white roundels framed by silver and not much else of note. Once he figured out how to get the desktop system working though, he would definitely change the theme to something more welcoming. Either steampunk or coral sounded rather interesting.

Hurrying over to the hexagonal center console, he quickly began entering commands on the flight system panel. He was immediately joined by Derpy, who helped speed up the process by working the power system controls. She looked up from the graph bars on the screen representing power, which indicated nearly optimal levels.

“Who were you talking to out there?” Derpy innocently asked after a moment, looking back down at her side of the console. Most Time Ponies were jerks, but a rare few (like she and Sydney) were friendly. Some were even heroic, like the swashbuckling Corsair.

She wondered where he was now, and if they would run into him (or possibly her if he had regenerated). She personally hoped to keep her gender the same throughout all of her incarnations. Becoming a stallion would make things a little awkward.

Sydney smiled and replied, “just somepony who wanted me to deliver her letter to a planet called Equus. She looked to be getting on in years and had this really nasty cough, so I guess she didn’t have the strength to make the delivery personally. Once we’ve gone to a few places to throw off any pursuers, we’ll go to Equus.”

“Sounds like you’ve got a plan” Derpy replied, giving a warm smile that could almost thaw even the Lord President’s hearts. Almost. “Let’s get out there and see what trouble we can get into. Anywhere is fine, as long as it’s far from Gallopfrey!”

Sydney looked through the database for potential worlds to visit. He spotted one called Earth and selected it as the TARDIS destination. He had not been there yet, and it had an interesting name. Very little was known about it, save for the fact that it had a wide variety of biomes, was covered mostly in oceans, and the dominant species were primitive apes. Sounded like an interesting place.

Flipping one final switch to distribute the built-up power from the core, Derpy placed her hooves on the dematerialisation lever, which would send the TARDIS into the time vortex. Sydney placed his own hooves over hers, giving his special somepony an affectionate nuzzle.

As one, the newly-minted renegade Time Ponies pushed the lever up. With a thump and a pleasant hum, the time rotor in the center of the console whirred to life.

Next stop: Earth!

E1: Terror on the Friendship Express - 1

ONE

“Hurry up Spike, or we’ll miss the train to Canterlot!” Twilight called out, “do you want to have to walk all the way there?” The impatient tap of the young librarian’s hoof echoed in the dusty silence of Golden Oaks Library. She glanced at the watch strapped to her right forehoof, then back up the stairs to the loft. She was a true blue pedantic, a stickler for rules and punctuality, and only made exceptions when circumstances were beyond her control.

Silence filled the library for a moment, then the upstairs bathroom door creaked open. There came the sound of scampering feet, and the young dragon known as Spike ran down the stairs as fast as his short legs allowed. Twilight’s faithful assistant wore a small black tuxedo jacket made especially for him by Rarity.

“Couldn’t get this stupid thing right!” he explained, pointing a claw to the Gordian Knot of a bowtie around his neck, “bowties are not cool!” He looked to his adoptive sister for help in fixing the cursed formalwear. Smiling, Twilight carefully used her magic to undo and redo the bowtie properly. After a few moments work she was done.

“There. Now let’s go Spike. Vámonos!” Grabbing her saddlebags, she levitated Spike onto her back and hurried out the door, locking it behind her as she made a beeline to the train station. Warm sunlight bathed the peaceful town of Ponyville, though she did not stop to admire the scenery as she galloped through the streets. Numerous residents trotted about here and there, some busy while others simply wanted to enjoy the beautiful summer day.

As Twilight rounded the corner of Clover and Starswirl Street, she heard raised voices up ahead. Voices that she knew well. Her friends appeared to be having quite the argument. As a good friend, she had to intervene and settle the problem once and for all, whatever it might be.

Charging up her horn, Twilight vanished in a flash of violet light, rematerializing a few feet away from three of her friends, namely Rarity Carousel, Rainbow Dash, and Fluttershy Posey.

Rarity and Rainbow seemed to be locked in a heated argument over the huge pile of suitcases stacked in a cart, with Rainbow refusing to wear herself ragged trying to haul the fashionista’s buckton of luggage onto the Friendship Express. Fluttershy seemed content to hide behind her long pink mane rather than get involved.

“Girls we really need to get to the train station!” Twilight called out. Her friends clearly did not hear her, so focused were they on trading barbs. Losing patience, she teleported in between and used her magic to hold their mouths shut.

“The train is leaving in five minutes girls!” she told them, “unless you want to walk or pay for an airship ride, I suggest taking just a couple of these suitcases. Rarity, you are going to a wedding, not moving to Canterlot!”

Rainbow nodded in agreement, crossing her forelegs over her chest. As her lips were zipped, she was unable to say anything. She settled for glaring at Rarity.

Once her muzzle was released from the magic field, Rarity gasped in lungfuls of air before breathlessly replying, “quite right darling. I apologize. Let us make haste!” She levitated a pair of suitcases and trotted onward to Ponyville Station, friends following along behind.

The station platform was crowded with local ponies bound for Canterlot, most to attend the wedding of Captain Shining Armor and Princess Cadence. Twilight, Rainbow, Spike and Fluttershy met up with the rest of their friends, hoofing over their tickets to the conductor before boarding the train.

The refurbished interior of the Friendship Express was stylish without being gaudy. Redwood panelling lined the walls, while the floor was covered in soft carpeting proudly emblazoned with Equestria’s flag. Warm sunlight streamed in through the tall windows, adding a sense of peace and comfort for the passengers. Twilight pulled her friends away from admiring the decor.

“Let’s find a compartment before they are all taken” Twilight suggested, leading the way down the train car. A brief search yielded an empty compartment halfway down the corridor.

“Dibs on the window seat!” Rainbow said quickly, zipping into the compartment first and sliding across the smooth faux-leather, forelegs already folded behind her head, smug grin plastered on her muzzle.

“Really Rainbow! Must you be so childish?” Rarity shook her head and stored her suitcases and saddlebags in the overhead compartment with the rest. She took a seat next to Fluttershy and Spike, while Twilight sat down between Applejack and Rainbow. Only then did anypony notice that one among their number was not present.

“Say, where did Pinkie mosey on off too?” Applejack asked, hoping the hyperactive mare didn’t cause trouble, “she was right behind us when we got onboard. I swear that girl is one ‘o them fancy ninjas from Applebloom's comic books.”

Pinkie Pie was a wonderful pony, of that there was no doubt, but she often stuck her nose in where it wasn’t wanted, forgetting about personal space. AJ distinctly recalled the band at the Grand Galloping Gala looking quite annoyed at being interrupted. Despite that, Pinkie meant well and was simply being her usual friendly self.

Rainbow shrugged, casually waving a hoof. “She’s probably raiding the dining car or looking for somepony to befriend that isn’t from Ponyville. I don’t think we need to worry about her. Pinks is crazy, but she’s also smart enough not to get us punted off the train.”

“Well I certainly hope you are correct, darling” Rarity replied, waving a custom-made abaniko in front of her face, “do you mind cracking the window open a tad? Its rather warm in here, and I do not wish to perspire too much.”

“Sure, no prob Rares. I could use a little breeze myself.” Rainbow sat up and pulled her baseball cap off her face, which she had used to cover her face for a nap. She unlocked the window and immediately leaped back in shock when a familiar pink face popped up from below, clad in a pair of silver-rimmed goggles.

“Hi-ho, Pinkie the Pie here!” the ever-cheerful mare greeted. She squeezed in through the window, landing with barely a thump. She pushed her goggles up onto her forehead and fluffed her wind-swept mane back up, then took a seat across from Rainbow.

“What the hay were you doing out there, Pinkie Pie?” Twilight demanded, trying very hard not to picture her friend as roadkill, “what if you had fallen off the train?”

“Don’t worry Twi. I had my suction cups to keep me from falling” Pinkie replied, “I keep two pairs on me just incase I ever need to wall-crawl.” Her friends just stared in disbelief as their parkour-loving friend started humming the tune to Spider-Mare. Pinkie arched a questioning brow at her befuddled friends.

“Do I still got bugs in my teeth or something?” she questioned innocently, “oh by the way, I met these two really cool ponies in the dining car. Seems that they ran away from someplace called Gallopfrey, ‘cause of some crazy stuff happening there. I wonder if the princess will send us over there to settle things?”

Everypony was immediately suspicious. Twilight racked her brain, trying to recall every map of Equus she had ever read. She drew a blank on any location called Gallopfrey.

“Pinkie, there is no place called Gallopfrey anywhere in the world” she explained, “those ponies lied to you. Come on girls, let’s go and investigate. If somepony is a danger to the passengers, or snuck aboard without tickets, we have to confront them. As agents of Celestia, it's our duty to uphold the law and protect ponies.”

“Quite right darling” Rarity said, rising to her hooves, “let us save the day once more, hopefully before lunchtime. Vanquishing evil will certainly help work up an appetite, non?”

Pinkie trailed behind her friends, mane deflating a bit as her heart stung from the realization that she had been betrayed and lied to. Those mean ponies had bamboozled her! How...how dare they!

“They were about to have lunch a few minutes ago” Pinkie explained, “I bet they are still there. If we hurry, we can still catch them.” She punched one hoof into the other, somehow finding a way to crack them as though she had knuckles.

Twilight took point and quickly led her friends to the dining car, unaware that all were being watched from the shadows of an unused compartment. The observer narrowed his eyes and ducked back inside, giving a kick to silence his captive.

Sydney pushed the dematerialization lever down, bringing the TARDIS out of the time vortex and into reality with a dull thunk. He switched on the viewscreen to see what was outside.

During he and Derpy’s first adventure, he had foolishly walked straight outside, eager to see a new world. If Derpy had not quickly pulled him back into the console room, he would have been killed by the gang of thugs having a shootout in the middle of an alley. After that he always checked the viewscreen.

He could just barely make out what appeared to be cargo crates and luggage. The external sound systems were still not working, so he could not hear anything but faint static. From the way the cargo shifted slightly, he assumed that the TARDIS had landed in the cargo hold of either a ship or a train.

“So are we on Earth?” Derpy asked, making her way down the stairs from the upper level. She held a towel up with her wing-fingers, drying off her damp mane. She draped the towel over the railing and walked over to her special somepony, giving him an affectionate nuzzle.

“The readout screen seems to be on the fritz again, so I can’t tell you if we’re on Earth” Sydney replied, “the external viewer tells me we’re likely on a train. If it had been a ship I would be rather worried. You know how easily I get seasick.”

Derpy nodded, remembering their date on a cruise ship not too long ago. Poor Sydney had spent most of it in the cabin bathroom or bent over a railing, hurling his guts up. The two had settled for a picnic in the Candle Meadows of Karass Don Slava. That had been a very romantic evening.

“Let’s go check things out then, shall we?” Derpy said, unlocking the TARDIS doors. Cautiously poking her head out, she looked around. The rumble and clatter of wheels on tracks could be heard all around. “This is a train alright: the old non-hovering choo-choo kind.”

She stepped out into the cargo hold, moving aside for Sydney. He offered a foreleg, which she looped her own through. Smiling, the two headed towards the door, assuming that it lead to the forward cars.

Unlocking the door with his sonic screwdriver, Sydney held it open for Derpy, being the gentlecolt that he was. “Ladies first.”

“Why thank you good sir” Derpy replied, affecting an upper-class accent, “most kind of you.” She stepped through, looking around in admiration of the tasteful decor. Quaint, but the color scheme was nice. A plaque on the wall proudly stated that the train was called Friendship Express.

Sydney followed his fiancé into the corridor, equally impressed by his surroundings. He looked out the window, seeing trees whizzing by as the train sped through Canterbury Forest. Nothing like the trees back on Gallopfrey, whose leaves were mostly silver. Still, the view was breathtaking.

“What do you say to trying out the local cuisine?” Derpy asked, feeling quite hungry after all the running earlier, “I hope they have fish, ‘cause I am really craving seafood right now.”

“I could go for a nosh” Sydney replied, listening to his stomach snarl, “the dining car should be somewhere up ahead.” He paused mid step and facehoofed. Derpy’s expression changed from cheerful and upbeat to concerned.

“What’s wrong?” Derpy asked, hoping it was nothing dire. Sydney’s forgetfulness had resulted in a few near catastrophes in their journeys together.

“We don’t know the local currency” Sydney explained, “All we’ve got is mazumas and a few other types of galactic cash. I bet hay to horseshoes that this planet uses something else that we haven’t got stashed, and the locals won’t appreciate a couple of freeloaders.”

Sitting down to think for a moment, Derpy’s eyes suddenly snapped open. “Don’t you worry Syd...I got an idea.”

E1: Terror on the Friendship Express - 2

TWO

“Health Inspectors Whooves and Do you say?” The train’s cook, Crème Brule, studied the very official-looking ID cards, finding nothing suspicious about them. “I’m sure you won’t find anything wrong with the Friendship Express though. She gets a thorough cleaning after every journey, and the chow is top-notch. I know that 'cause I'm the one who cooks it."

Derpy looked quite pleased with herself. She locked eyes with Crème, hypnotizing him with her psychic power. “Health inspectors get free meals while on the job" she said in a calm, almost mesmerizing voice, "one order of fish and fancy fries, one order of vegetarian stew and bread please, oh and a pot of coffee.”

Nodding, the cook slowly replied, “fish n’ fries, veggie stew and bread, coffee, coming right up.” He turned attention to cooking, while his customers took seats at one of the tables. Thankfully none of the other customers seemed to notice Crème acting strangely.

“Clever girl” Sydney complimented, “I didn’t even think of using the psychic paper to get out of

paying. Still, if we’re going to be on this planet a while, it is vital that we find a legal way to make money. I don’t want to do something crazy like rob a bank.”

Derpy draped a forehoof over her mouth in dramatic fashion, glaring evilly. “This is a stick-up by space pirate Dangerous Derpy Do! Hoof over all your mazumas or I’ll zap ya to dust, varmint!”

“Oooh, are you playing space bandits? I love that game!” said somepony just out of sight. Derpy

and Sydney were, needless to say, quite startled.

“Why hello there miss” Sydney greeted, turning to see a pink mare, wingless like himself, standing

behind him, “didn’t see you there.” Where the void had she come from? Derpy would have seen her first, being seated across from him. He held a hoof to his heart, willing it to slow down to normal speed. Well whatever the case, stranger things had happened.

The new mare had a shock of darker pink hair on her head, and her eyes were blue and almost glowing with life and happiness. A symbol of three blue and yellow balloons adorned her flank, which to Time Ponies represented the middle and lower-class citizen. Gallopfreyans that graduated the academy all possessed hourglass symbols to represent their status as an official Time Lords or Ladies. The top portion would be filled with twelve stars, which represented regenerations. When a Time Pony changed, one of those stars would end up on in the bottom portion. Sydney and Derpy were still in their first incarnations.

“Hi there, I’m Pinkamena Diane Pie” the sneaky mare stated, pulling a chair over and plopping herself down on it, “but you can just call me Pinkie Pie. Are you heading for Canterlot? My friends and I are on our way to attend a wedding.” She said all this very quickly, as though she was hopped up on sugar or caffeine. Neither Time Pony had of course ever heard of Canterlot.

“Well that sounds like a smashing good time, don’t you think Derpy?" Sydney said cheerfully, "oh by the way I’m Sydney, and this is my fiancé Derpy. We hope to be married ourselves sometime in the near future.”

Smiling kindly, Derpy added, “We’re just visiting your country for a while. Spot of trouble back home in Gallopfrey that we didn’t want to get caught up in. Nothing you would be interested in. Boring political stuff.”

“Oh well that’s just awful!” Pinkie replied, hoping she herself never had to leave her kin and country behind, “well you are always welcome here in Equestria. I’ll show you around Canterlot after the wedding and introduce you to my friends. I might even be able to pull a few strings so you can attend. I’ve got connections high-up in the chain-of-command.”

Derpy liked the idea of observing this planet’s customs. All the better to help blend in with the natives, avoid drawing unwanted attention to herself and Sydney, and perhaps even throw off any agents sent by the High Council.

“We would be honored to attend the wedding as your guests, Ms. Pie” Sydney said politely, “Derpy and I ordered lunch, so how about you go and let your friends knows about us while we eat?”

Pinkie hopped back off the stool, sliding it back under the table behind her. “Right-o. I’ll be back in a jiffy. That’s 0.01 seconds by the way.” She zipped away out of the dining car, somehow leaving bits of confetti behind in her wake.

Crème soon delivered their food, and Derpy subtly released him from hypnosis. She and Sydney found their meals to be far better than expected. The couple ate in peaceful silence for a bit, until a group of mares and a small reptile entered the compartment. With them was a furiously struggling Pinkie, who was being restrained in a partial energy field of some sort.

“That’s the two lying sneaks over there!” Pinkie shouted, pointing in the direction of the two now very nervous Time Ponies. The former stood to confront the Mane Seven, ready to arm himself with his sonic screwdriver in the event of attack.

“What is the meaning of this, Pinkie?” Sydney demanded indignantly, ”what have we lied about? We told you only the truth!” His normally cheerful expression changed to an angry scowl, and his blue eyes seemed to darken to match his mood.

“you told me that you and Derpy were from Gallopfrey, but there’s no such place in Equestria, or anywhere else on Equus!” Pinkie dashed over to him, pressing her muzzle into Sydney’s, growling like an angry dog, hooves gripping his suit collar, “so you lied to me. I hate false friendship more than anything!”

“Wait...did you say Equus?” Sydney asked, hoping he didn't get punched, “this isn’t Earth?” He had forgotten the TARDIS data file stating that Earth’s dominant species were bipedal apes. A moment’s thought and he finally remembered. He facehoofed and let out a frustrated sigh at his spotty memory. Well at least he was on Equus. He could deliver the letter when the time came.

“I’ve never heard of any location called Earth” Twilight stated, more curious than angry now, “are you and Derpy from a parallel universe or something? I’ve read about mysterious ponies from unknown places before, like the Foals of Wolfpit and the Stallion from Minotaured.” She hauled Pinkie back away from Sydney.

Rainbow stepped in to add her two bits. She flared her wings to bar Pinkie from getting past to maul the object of her outrage. Though rarely seen, the pink mare's temper was a terrifying sight to behold.

“We can discuss books later, egghead" Rainbow replied with a serious tone she rarely ever used, "right now, we need to figure out what to do with these two freighthoppers. If they are on the train illegally, we should turn them over to the conductor. Once that’s done I’m all for having a victory lunch.”

“No time like the present” Sydney said resignedly, straightening his suit, “Derpy and I are not from a parallel universe. We are from the planet Gallopfrey, in the Constellation of Kasterborous. Basically we are extraterrestrial time-travelers. We fled from the heads of our houses, who did not wish Derpy and I to have a relationship, due to a long-standing feud between our families. If we ever return to Gallopfrey, it's likely that my fiancé and I will be separated or even executed.”

The Mane Seven listened closely, feeling their anger quickly replaced by sympathy. Applejack sensed no dishonesty. She could not imagine the pain she would feel if her family turned on her over her choice of a special somepony. The farmer stepped forward, doffing her hat and holding it over her chest.

“Mr. Whooves, I would like to formally apologize for my friend’s behavior” Applejack solemnly stated, “now that this misunderstanding has been resolved, how about we call a truce and get to know each other as friends?”

Sydney and Derpy looked at each other for a few moments, before the latter turned to the Mane Seven with a benevolent smile on her face. She wasn’t the type of pony to hold grudges.

“All is forgiven my friends” she replied, “let us sit and get to know each other better then, shall we?” Naturally, Murphy’s Law chose that time to rear its ugly head. A terrified scream erupted from Fluttershy, who had chosen to observe over by the door, incase she felt the urge to flee. Turning back to her, the group saw to their horror that some kind of creature had cornered her under a table. It did not escape notice either that Pinkie was missing.

The pony-sized insectoid was covered in a shiny black-and-green carapace. The pupil-less eyes emitted a dim, icy blue light, and a jagged horn jutted from its forehead. Its mouth was full of razor-sharp teeth. With a raspy sort of laugh it swiped at Fluttershy, apparently toying with her, since it could easily drag the poor mare out.

“Get away from her!” Twilight snarled, using a telekinetic field to grab and hurl the monster into the wall. It rebounded off and tackled her to the floor, trying to sink its long fangs into her neck. Unable to focus her magic long enough to blast her attacker off, she pounded her hooves against the incredibly tough carapace, hoping that being eaten was not how she would meet her end.

"Get off my friend ya over-sized cockroach!" Applejack kicked the monster off of Twilight, sending it crashing through one of the tables. She pulled a coil of rope from inside her hat and deftly spun it over her head, catching the monster around the waist and wrapping the other end of the rope around her forelegs. She gave a mighty tug, intending to pull her quarry in for a beating.

Instead what she got was pulled along for the ride as the monster extended a pair of gossamer wings and hovered into the air. Applejack only had time to say a quiet “oh horse apples” before the monster flew straight through one of the windows, pulling a screaming farmer along for the ride. Only her stetson remained to drift to the floor.

To add a note of grim finality to the already terrifying situation, the Friendship Express started to slow down. With an ear-piercing screech of brakes, the train came to a sudden halt, throwing everypony onboard to the floor. Twilight and her friends looked up in time to see dark shapes zipping by the windows. With dawning horror, they realized that a swarm of the insect monsters now surrounded the train.

“What in the hell is going on?” Rainbow demanded, magenta eyes burning with unbridled fury, “Whooves, if you know something I suggest you start talking right now! If those things hurt Applejack because you held back information, then I can’t be held responsible for what I’ll do to you!” She rose to her hooves, keeping one eye on the jagged hole in the roof of the dining car.

Sydney was unafraid of the threat. He stood and walked over to the window, where one of the creatures clung to the outside, staring him down like a griffon would a freshly-cooked steak. “The creatures we’re dealing with are not of this world” he explained, “They are Vultus Amoveo, better known as changelings. Time Lord history records state that the species died out long ago, when my kind destroyed their homeworld. If there is a swarm roaming about, it almost certainly means that the changelings somehow survived. If a nest has been established somewhere in Equestria, then we have to quickly find it and destroy the queen. She’ll be the lynchpin of the nest, the one giving orders via psychic link. When she dies, all the drones go with her.”

Fluttershy screamed as a changeling crashed through a window, swooping over her head before smashing through the opposite window. Everypony instinctively dropped to the floor to avoid being snatched. “N-normally I would protest harming precious creatures” the butter yellow Pegasi stated with growing anger in her voice, “but these monsters took our friend. If they’ve hurt her...or...or worse...I’ll...” She did not know she would do if she came to blows with a changeling. She was a mare of peace, not a fighter. For all she knew, The Stare might not even work on changelings.

“I’m sorry, but right now there is nothing we can do for Applejack” Sydney stated, “she’ll almost certainly be kept alive though, so the changeling who captured her can maintain a psychic link, drawing on her memories and knowledge for better impersonation, as well as feed on emotions like fear. Destroy the right changeling, and the link will be broken.”

The Mane Six turned pale at the thought of some beastly monster impersonating their friend, let alone feeding on her. Knowing that there was a chance of saving Applejack brought them at least a small modicum of hope that this day would have a happy ending.

“What’s the plan Mr. Whooves?” Twilight asked, “I assume you have a way to combat the changelings?” She quickly rifled through all the spells she knew, trying to find ones capable of taking down a vicious shape-shifter. She did not very many offensive spells, having rarely needed to use them in dangerous situations. Fire or ice-based magic might be the most effective means of vanquishing an insect.

Sydney replied, “as I said, we need to find the nest and the changeling queen. This train was heading for Canterlot, so I think we should start our search there. Large population centers are very attractive to such creatures.” His ears pricked up at the sound of multiple shattering windows and the terrified screams of ponies. Five changelings landed in a crouch a few feet away, looking eager to pounce on some fresh meat. A familiar lasso was still looped around its thorax.

‘Kill the changelings and Applejack will be freed from its control.’ Twilight charged up a Flame Strike spell and launched it at the changeling. It tried to dodge out of the way, but the fireball caught it in the side. With a screech of pain, the monstrous creature dropped to the floor, rolling around to try and put itself out. Twilight did not relent, firing another volley that reduced the changeling to a scorched husk.

The dead monster’s kin were clearly not happy at the loss of their hatchmate, charging after Twilight with incredible speed, fangs bared and ready to sink into pony flesh. The librarian took off running, hoping her pursuers did not catch up.

“Book it for the luggage car!” Derpy ordered, “We’ll be safe in the TARDIS!” She took off after Sydney, followed closely by the Mane Six. The changelings gave chase, smashing aside the door Twilight had the forethought to close behind her.

"What the hell is a TARDIS?" Rainbow questioned, "sounds like some kind of insult against mentally-challenged ponies. If that's the case, I suggest you change it to something that doesn't piss me off!"

"TARDIS is an acronym!" Derpy explained, ducking as a changeling crashed through a window and smashed through a compartment door, "it stands for Time and Relative Dimension in Space. To put it in laypony's terms, the TARDIS is a time machine."

"Well that's just awesome!" Rainbow replied, kicking another changeling back out the window it had smashed open. The monster let out a pained screech and plummeted out of sight, probably to the unforgiving earth speeding below.

Twilight thought up a plan and she thought it up quick. Her friends would not be able to outrun the changelings, and needed time to escape. She stopped and turned to face down the angry bugs. Charging her magic, she created a violet shield wall that filled the corridor. It would likely be able to hold back the swarm for at least a couple of minutes.

“Twi, what are you doing?” Spike demanded, fearing for the safety of his big sister, “hurry up and follow us!” He started walking towards her to grab a hoof and pull her down the corridor.

“Go on Spike” Twilight replied, “I’ll be fine. With luck the changelings will take me right to the queen for judgement, since I just torched one of her drones. I’m sure she’ll be very displeased. If I can find out where the nest is, I’ll try and send you and everypony else a message. Now run Spike. That's an order, and I know you won't disobey me!"

Reluctantly, the baby dragon turned and hurried away. He made one last glance over his shoulder to see the barrier come down a moment later; Twilight was dogpiled by the changeling swarm. He was on the verge of going to help his sister when a blue magic field surrounded him. He was pulled into the luggage car.

"Rarity, let me go!" Spike cried, struggling with all his might against Rarity's telekinetic grip, but it was far too strong, "how could you just leave your best friend, my sister, behind? I hate you!"

"Hate me if you must Spike" Rarity replied sternly, "but know that if we go back and try to help her, then all of those changelings will overwhelm and capture us, and Twilight's brave sacrifice will have been for nothing. We must soldier on and find the changeling nest. Find it and destroy it. If Twilight is taken there, then she will be freed at that point in time. For now we must be strong."

Spike's stony silence was more powerful than any words. The meaning was clear: if Twilight perished, he would never forgive Rarity or any of the others. Whatever friendship that existed between them would be gone forever. Dragons held fast to grudges, and they lived a very, very long time.

Rarity carried Spike into the TARDIS and closed the door behind her. Once she set him down, he curled up in a corner and refused to look at or speak to anypony. The remaining three ponies of the Mane Seven wiped away their tears and watched Sydney and Derpy locate and set the coordinates for Canterlot.

"The changelings are going to pay for what they've done" Rainbow growled, "let's go and kick that changeling queen's sorry ass for Twilight, Applejack, Pinkie, and all the other ponies they've hurt!" Gathering in a circle, the determined heroines placed their hooves together.

To their surprise, a scaly hand joined in. "For Twilight most of all!" Spike echoed, "I swear on the Ancient Dragon Code that I'll save her, no matter what it takes."

With their resolve turned hard as steel, the ponies set to work on a battle plan.

E1: Terror on the Friendship Express - 3

THREE

With a sudden start, Princess Celestia woke from her nap in a cold sweat. Breathing hard, she tried to will her jackhammering heart to beat at a more acceptable rhythm. Succeeding in the task after a few moments, the co-ruler of Equestria looked around the tower apartment she had called home for nearly a thousand years. She was alone. No staff. No Solar Guards. All was peaceful. Yet for the life of her, Celestia could not shake a dawning feeling of...wrongness.

As an immortal Alicorn, she had a vast repertoire of skills and abilities at her command; one allowed her to sense the balance of harmony around her, as well the currents, ebbs and flow of time. This power she learned from Starswirl the Bearded, who had been she and Luna’s mentor in their youth. That was almost certainly what she was feeling now: a shift in what she instinctively knew was her native timeline. Somepony or something had sent ripples along it, as if a large stone had been cast into a still pond. What exactly she did not know, but like her faithful student, she would not give up until the mystery was solved.

This line of thinking deeply troubled the Princess of the Sun. Nopony still living, aside from herself and Luna, possessed the knowledge of true time travel. Starswirl had insisted that the secret be kept closely-guarded, taken to his student’s graves whenever they finally met their end. The damage that could be done by messing with the past was too horrifying to fathom he told them, in no uncertain terms. Celestia and Luna, having the utmost respect for their beloved mentor, had of course heeded the advice. Starswirl was never one to assume, and he was rarely ever wrong.

Rising to her hooves, Celestia donned her regalia, putting aside a shower for the moment. She needed to speak with Luna to see if she had also felt the temporal shift. Sending a quick summons to her royal scheduler, Kibitz, she waited impatiently for him to arrive. After what felt like an eternity (though it was only two minutes), he arrived.

“Good morning your majesty” Kibitz greeted in that polite and dignified way he insisted all use when speaking to the princesses, “what can I do for you today? Your note seemed quite hastily written. Are you feeling unwell? Shall I summon Nightingale?”

Nightingale was the personal physician of the Royal Sisters, and was one of the best medical professionals of her generation. It was she who nursed the weakened Luna back to health after she was freed from the grip of the Nightmare.

“I am fine Kibitz” Celestia reassured, though she was practically dancing on the spot like an antsy filly, “I need you to oversee morning court in my stead. There are very urgent matters I must discuss with Luna, and I do not know how long it will take.”

Kibitz snapped a crisp salute. “As you wish your majesty, I shall attend morning court in your stead.” The diligent old stallion departed to carry out his task without further delay. Celestia quickly made her way over to her sister’s chambers across the way in the Lunar Tower.

Raising a hoof, Celestia made to knock on the midnight blue door, but it glowed with a magical aura and quickly opened before the metal-clad hoof could make contact. The Princess of the Sun nearly ended up knocking on Luna’s head. She stopped just inches shy and put her foreleg down.

“Come in quickly, Tia” Luna urged, turning and heading back into her apartment, “I take it you felt

the temporal disturbance as well?” She sat down at her polished obsidian desk, pulling over a cushion for her sister.

“That I did dear sister” Celestia replied worriedly, levitating her crown off her head and setting it on the desk next to Luna’s, “never have I felt something so dreadful in all my years.” She sat down on the offered cushion.

Luna conjured glasses of orange juice and two large bowls of blueberry oatmeal for herself and Celestia, so they could eat while they talked. If the day ahead was to be strenuous, they would need their strength and something in the belly.

“An event, or series of events have occurred that should not have,” Celestia grimly explained, levitating her bowl and taking a few bites of oatmeal, “I don’t what exactly, Lulu, but somepony has definitely altered the past; we are now in an unnaturally altered timeline. How can this be though Luna, if we are the only ones left who know the secrets of time travel?” She found herself rhythmically tapping her forehoof, a habit that usually manifested when she was nervous or anxious.

“Let us join our minds sister” Luna suggested calmly, steepling her hooves together, “we shall combine our second sight to try and discern what has gone wrong.” Her long dark horn lit up with a vivid blue aura, while her eyes glowed white. She bowed her head and closed her eyes as if in meditation.

Celestia copied her sister, lowering her head so their horns crossed. Her golden magic spiralled upward to merge her with her sister’s. In tandem, the two Alicorns began to chant in an ancient language never heard by mortal ponykind:

Light and Darkness

Moon and Sun

Our magic combines

Our minds are one

First eyes close

Let the veil draw back

Third eye opens

Grant us knowledge that we lack

Celestia and Luna instantly found themselves in a swirling blue void filled crackling with bolts of temporal energy. Having left their physical bodies behind on the mortal plane (exposure to the time vortex was fatal to living flesh), the two sisters took on ethereal forms befitting of their respective charges: Celestia was engulfed in brilliant flames and radiant sunlight, while Luna was composed of eerie moonlight and darkness filled with stars, nebulas, and other heavenly bodies.

Celestia projected a white beam from her horn which continued on into infinity. This represented their native timeline, and would show the princesses any divergence they wished. The two sisters floated along, carefully studying the various events, looking for any that were important.

Only moments later, the elder Alicorn found the source of the disturbance. If she had visible eyes, they would have widened with horror. She zipped back to her sister as fast as she could, leaving a trail of flames behind in her wake.

“What have you discovered, Tia?” Luna asked, immediately looking up from the section of timeline she had been studying.

“Luna I...I have found what we are looking for” Celestia said, panic evident in her voice and aura, which was fluctuating wildly in tune with her emotions, “the Bearers of Harmony were attacked whilst enroute to Canterlot for the wedding. Some kind of winged monsters boarded the train and captured Applejack, Pinkie and…Twilight. Rainbow Dash, Rarity, Fluttershy and Spike appear to have escaped by some means that I cannot see. Luna, we must find them. While I am more worried at losing our dear friends, I am equally concerned that all will be lost if any of the Bearers die without passing on their Element. Discord will be able to escape once more!” Celestia faded away as her panicked state caused her to lose concentration; she was immediately pulled back to the physical plane.

She awakened to Luna casting a revival spell on her. Sitting up, Celestia rubbed her head and stood on shaky legs before finding her footing. Her crown levitated over and settled into its proper place on her head.

“Come, we have no time to lose” Luna said quickly, galloping away to the nearest guard barracks, “we must find the Friendship Express and look for clues to the whereabouts of our friends.”

While Celestia busied herself readying an airship for the Earth Pony and Unicorn Solar Guards, the night princess took command of the Pegasi troops, ordering them to fan out and search for any sign of the missing train or its passengers and crew.

“By your command, Princess Luna” Captain Azimuth barked, snapping a salute, “let’s ride boys!” The veteran skyfighter spread his wings and took off into the big blue, troops following close in a V-pattern formation. He put his still sharp eyesight to good use, scanning the winding tracks for any signs of the Friendship Express. Ten miles out from Canterlot and the squad found themselves passing over Canterbury Forest. The pine trees were thick, making it impossible to see the tracks that passed through.

“We’re going to have to do a ground search, boys” Azimuth explained, descending to the spot where the tracks first entered the forest, “if we find the train, a flare over the site will get the attention of the Princesses and the other Solar Guards. Get out your electro-spears; the bug monsters Princess Luna described are hostile, and there are other hungry beasts in these trees, like bears and wolves. I’d say kill on sight, but if you can capture a bug for interrogation and study, I’ll bet there’s a raise or a medal or a promotion in it for the lucky pony in question. So are you ready boys?”

“Sir yes sir!” the Solar Guards replied as one. While they loved their job, it was not often that they got to see action. Most of their time was spent quelling minor disputes, dealing with whiny nobles, or standing around at important locations and/or events.

Drawing a short metal pole, the troops extended them into their signature weapon. The electro-spear was enchanted to shock a target into submission when lethal force was not necessary, which was usually the case. At full power the electro-spear could reduce the average pony to a smoldering pile of bones.

Taking point, Azimuth led the way into Canterbury Forest, following the tracks. He was not worried about another train barreling along to knock he and his boys out of their horseshoes. Celestia had ordered the line to remain clear until the Friendship Express was found. The old Pegasi looked around appreciatively at the thriving forest, which he had once visited with his parents as a colt. He remained focused on his given task however; locating the missing Bearers of Harmony took top priority. He knew of all the good the mares had done, and hoped to find all three ponies alive and well.

Azimuth knew for certain that Celestia’s primary concern was Twilight being recovered alive, even if she did not say it out loud. The Princess of the Sun loved that mare as much as any mother would her daughter; rarely had he ever see such a strong bond between two ponies that weren’t in a romantic relationship.

“Sir, I’ve got something!” one of the Solar Guards reported, running over to his commanding officer. He produced a wrapped cloth from his saddlebag and peeled it back to reveal a shard of clean glass and part of a bent metal frame. There was barely a speck of dirt, and the debris was clearly from a windowpane.

“Nicely done Sergeant Windswept” Azimuth patted his fellow guard on the shoulder, “where did you find this?” If there was a trail of debris, it might lead straight to the train.

“Over here sir” Windswept replied, leading the way over to a spot about fifty yards away, “the glass and some framework is scattered all along the tracks. It's possible that the train was moving when the window was broken. I also found this.” He pulled a lasso from his bag.

Azimuth studied the rope for a moment before looking back up. “I am quite certain that this belonged to Ms. Smith. I’ve been to a few rodeos, and I can’t imagine anypony else carrying a lasso around but her. She always stored one in her hat just incase she needed it. Let’s search this area and see if we find anything else. We’ll follow the line.”

Snapping a salute, Windswept followed along beside his CO, keeping a sharp eye out for further clues. For a few minutes nothing turned up. It was only with a brief glance into the thick underbrush that the young Pegasi spotted a foreleg sticking out.

“Captain Azimuth, we’ve got a 419!” he reported, “orange coat, blond hair, apple cutie mark. I’ve found Ms. Smith.” He hoped to hell and back that he was wrong, having been informed that the loss of one of the Bearers of Harmony would weaken the stone prison containing Discord.

Rushing over, Azimuth waded into the underbrush. He used the shaft of his electro-spear to move the thorny wild rose plants aside. A cold chill ran up his spine and his heart sank. He and Windswept removed their helmets and held them over their chests in the traditional show of respect and mourning for a fallen friend.

Ambrosia ‘Applejack’ Smith lay on her left side, unmoving. Her green eyes were half-open and dull, the spark of life having long departed. Closer inspection revealed the cause of her death to be blunt force trauma to the torso and skull, though other injuries seemed to indicate that she did not go down without a fight.

Azimuth moved Applejack over to the tracks, gently closing her eyes once he set her down. Taking out a survival blanket from his saddlebag, he respectfully covered her body.

“Sleep well brave mare” Windswept said quietly, donning his helmet again, “your good deeds will never be forgotten. I promise you that.” Azimuth turned to him after a few moments of silence.

“Sergeant, you are to stay here and keep the scavengers away” the captain ordered, “the rest of us will go on ahead to find the train. It must be somewhere up ahead. We’ll find the damn thing if it takes all day!”

He took point and led ten Solar Guards along the tracks. Just a few hundred yards along, out of sight around a bend, the squad located the Friendship Express. The train appeared largely undamaged, though the paint was badly scratched on both sides, and of course many of the windows were broken.

Azimuth ran a hoof over the paint, wondering just how dangerous those insect monsters could be, if they were strong enough to leave shallow gouges in the train’s alloy steel chassis. Taking out his electro-spear, he cautiously entered the rear-most passenger car.

“All clear!” he called out after a quick search. He poked his head out the door to address his squad. “Quite the mess in there, but the only body I found is a charred bug, likely killed by one of the passengers. Those damn things still took everypony anyway. Send up the flare.”

With a “sir yes sir,” one of the guards took out the flare, lit the fuse with the tip of his wing, and sent it rocketing off high into the air over the forest canopy, where it burst into an easily-spotted cloud of red smoke.

The military airship Bravo Zulu hovered into view a couple of minutes later. Too large for a safe landing, Celestia and Luna flew down to the forest floor, while the Royal Guards repelled down on long cables. The Zulu flew off to land outside the forest.

“Did you find anypony, Captain Azimuth?” Celestia asked, hoping for some good news to make up for all the bad, “were any of the Element Bearers present?” She knelt to the old Pegasi’s level, so they were eye to eye. Her usual calm demeanor was cast aside, replaced by desperation.

Azimuth steeled himself before somberly replying, “we only found Ms. Smith, Princess, but...she unfortunately passed on before we found her. Her body is being watched over by Sergeant Windswept, until we can return it to the Smith family.”

Celestia’s coat somehow turned even paler. She stumbled and sank to the ground, all thoughts of etiquette and protocol forgotten from the shocking revelation. One of the ponies she herself tasked with protecting Equestria was dead, struck down in the prime of her young life. How many centuries of innocent blood was on her hooves now?

“Sister, what happened was not your fault!” Luna said, trying her best to comfort her sister, “we could not have known of the attack on the train until it already occurred!” In their youth it was Luna that often needed the warm presence of her elder sister, and so the night princess was not especially adept at doing the comforting. But by Harmony was she going to do her best! Equestria could not see its primary ruler in such a state of despair. If the country’s enemies even saw a hint of weakness, they were bound to take advantage.

“Luna, I am lost on what to do” Celestia said quietly after a few moments, “we do not know where any of the passengers are. How can we effect a rescue without a Point A to get to Point B?” In sharp contrast to her usual poise, the princess was showing her true self that was never seen by the public: a very old and weary soul who had seen too many terrible things in her unnaturally long life.

Before Luna could answer, a leather-lunged scream ripped through the forest, sending flocks of birds scattering in all directions and the ears of all ponies present folding instinctively folding back from the volume. Luna took off running towards the sound, with her sister and the Solar Guards hot on her trail.

Skidding to a stop at the spot where Applejack’s body had been found, the group was shocked at the terrifying scene before them. The deceased farmer, apparently risen from the proverbial grave, was crouching low over an injured Windswept. Celestia was the first to find her voice.

“Applejack, it is going to be alright!” she said reassuringly, taking a cautious step forward, lest she incite the strong mare to violence, “please calm yourself. We only want to know what happened to you, your friends and the other passengers.”

Looking up slowly, the cowpony turned her head to look at the Princess of the Sun. With a slow, snake-like hiss, lips curled back to reveal a pair of long white fangs and two rows of smaller ones. Her eyes shone with a bright, icy blue inner light.

Windswept took advantage of the distraction to kick upward with his hind legs, trying to flip Applejack up and over. Instead what he got was pain shooting up his limbs as they struck an incredibly solid abdomen. The Pegasi screamed in horror as the angered mare sank her fangs into his lightly-armored belly and shook him around like a chew toy. Tossing the wounded Solar Guard aside, the seeminly undead mare turned its attention to Celestia and her cadre. With an animalistic snarl, the former Earth Pony charged with pony flesh on the menu.

Luna immediately took aim and fired her strongest stun spell into the mare’s chest just as she leapt into the air to take a bite out of the princess. Launched away by the powerful display of magic, the monster that had once been Applejack slammed into a tree and fell to the ground. Struggling to rise again, she was hit by another stun spell and collapsed to the ground.

“Bind this...thing, so we can take it back to Canterlot” Celestia ordered with a venomous edge to her voice that very few ever heard, “Luna and I will interrogate it personally. If my faithful student died at the hands of these monsters, nothing will save them from my wrath.”

She turned on the spot, spread her wings, and flew back to the Bravo Zulu. Her sister followed close behind, hoping Celestia did not do anything foolish due to letting her anger get the better of her. The thought of what a raging Celestia could do was absolutely terrifying.

E1: Terror on the Friendship Express - 4

{{Awaken little pony}}

Twilight groaned and felt around for her other pillow, hoping to block out the sound of Spike suddenly choosing to be a morning dragon and speaking to her via telepathy. She was much too warm and comfortable floating in her...bed. Realization immediately struck the librarian as her mental faculties returned to her.

She opened her eyes and tried to sit up, only to bump her head against some slightly malleable surface that stuck to her mane like weak flypaper. All around her, everything was colored a solid, sickly green. Some undefinable but foul smell permeated the air and made her want to hurl. With dawning horror, she realized that she was encased in some sort of cocoon. Naturally, she did what any pony would do in such a situation - she freaked out and flew into a mad panic, trying frantically to escape before something came along to feast on her.

{{Don’t worry Twilight Sparkle, I’m not going to kill you - yet}}

“Who...who are you?” Twilight called out timidly, not feeling any of her usual courage, “where am I?” The voice in her head was soft and gentle, yet it held a subtle menace that sent chills up her spine despite the stifling humidity inside the cocoon.

{{I am Queen Chrysalis, leader of my hive and mother to its inhabitants. Sadly, I lost one of my sons earlier today, when a certain Unicorn decided to set him on fire. You killed my boy, Twilight Sparkle, and for that I will make you suffer a hundred times the pain I felt when his connection to me was severed!}}

“I am not a murderer, Chrysalis!” Twilight angrily replied, “Your drone was a grave threat to my friends. I acted in self-defense!” She was not a cold-blooded killer, was she? She could easily have stunned the drone instead of torching him. Why had she chosen a lethal spell instead? She feared learning the answer to that question.

She let out a yelp as the cocoon was suddenly sliced open from below, dropping her to the unforgiving ground. She felt sharp rocks cut into her flesh as she landed in a heap. In an instant she was picked up in a green magic field and slammed into a wall, which hurt far more than the fall. Regaining her senses, she opened her eyes to confront her attacker. She immediately wished that she had not done so.

Standing just a couple of feet away was Queen Chrysalis. She resembled her drones, but her chitin armor plating was clearly much stronger, covering more of her towering frame. The changeling queen was easily as tall as Celestia, if not more so. With a furious growl, she pulled the focus of her anger closer, so they were nose to nose, and her lips curled back to reveal razor-sharp fangs. Her breath smelled like a burning garbage dump in the midst of a heatwave.

“While I am in my right to end your life right here and now” Chrysalis hissed, “I have other plans that come first.” She turned and set off down the hive tunnel, keeping her prisoner within the magic field.

Twilight watched winding tunnels pass by, leading to who knew where. All around were what must have been hundreds or even thousands of changelings, carrying out various assigned tasks; moving eggs, bringing in prisoners, training the soldiers. She recognized her old friend Twinkleshine as she was carried past by a couple of drones.

“Have you been abducting ponies, Chrysalis?!” Twilight demanded, “you let them all go right now! They’ve done nothing to you. It’s me you want isn’t it?”

Twinkleshine looked back and smiled at the sight of her former schoolmate. The drones stopped, seemingly at the telepathic command of their queen. Chrysalis turned to study the light grey mare, in the same manner a pony would study something stuck to the bottom of their hoof before wiping it off.

“You got snatched too, Twi?” Twinkleshine asked, “I bet you could bring this whole hive down around the ears of these monsters! I tried to fight them, but there were too many. I got swarmed on my way home from the store. All that good food left on the sidewalk to go bad.”

“Good to see you again, Twinkle” Twilight replied, “I’m so sorry for leaving so abruptly way back when. I was a mare on a mission, trying to prove that Nightmare Moon was going to escape from imprisonment on the moon. Don’t do anything foolish, or you’ll never get out of here alive.”

Chrysalis smiled in a way most unsettling. “I take you know her, Twilight Sparkle?” she questioned, “Perhaps I will let her be the lucky pony to go free? I can be generous when the mood strikes me. I will give you one free assassination attempt, little mare. Strike me down with all of your might, for I am defenseless while my magic holds your friend. Slay me and you will be hailed as a hero by ponykind.”

“Twinkleshine, do it now!” Twilight had not at all intended to say that. Chrysalis must have somehow forced her, literally putting words in her mouth. She had effectively sealed the fate of her friend, and could only look on in despair.

Charging up her horn with a light blue aura, Twinkleshine fired a barrage of Magic Missiles at the changeling queen. Her eyes widened in horror as Chrysalis let the projectiles burst against her chitin plating. She remained standing, only mildly scorched. Spinning around, Twinkleshine saw numerous changeling drones charging at her to protect their queen.

Terrified, the mare took off running down one of the tunnels with at least twenty snarling pursuers hot on her tail. Moments later, a gut-wrenching scream could be heard all over the hive as the hapless pony was caught and attacked by the angry drones.

“YOU MONSTER!” the heartbroken pony roared, “How could you do something like that? Twinkleshine was my friend. She didn’t deserve to die!” A fire burned in Twilight’s eyes as she turned to glare daggers at Chrysalis.

Chrysalis pressed a hoof to her chest in feigned indignance. “You egged her on, Sparkle, not me. I would have let her go with only a memory alteration, to protect the location of the hive. You are thus responsible for making my drones come to defend their queen. That kind of pain never goes away...much like the pain of losing one’s offspring.”

“It was self-defense!” Twilight countered angrily, “I swear on my life I will end you, Chrysalis!” She tried to charge up the magic flame spell she used on the drone, but her aura only flickered and died out.

“Anti-magic horn ring” Chrysalis explained, “I know how powerful you are, Twilight Sparkle, for I have been watching for a long time. I am mare enough to admit fearing what you are capable of when provoked, so I will make you an offer, cliché as it is: join my hive, and together we can make this country strong enough to repel any army who dares to try to invade. The New Changeling Empire will flourish from our leadership! If you will agree to let me convert you into one of my kind, I will make you my heir. As much as I hate to admit it...I’m getting old. As hard and as often as I have tried, none of my hatchlings have been born as queens. I fear age or something else has affected my ability to produce a successor. My hive is the last one in existence thanks to the actions of a cruel and selfish species calling themselves the Time Lords or Time Ponies, or something along those lines. They are the ones who destroyed the changeling homeworld, because they were jealous and feared our military strength and powers. They even wiped out one of the races on their world for the same reason: magic was something that Void Ravager, the leader of the Time Ponies, was not capable of wielding himself, so he believed that if he could have power over magic, then no being was allowed to have it. Even a wicked soul such as I would never commit an act as terrible as genocide, especially against my fellow changelings.”

Twilight listened to the queen’s story. Despite the attacks on herself and her friends, the librarian compassion and sympathy won out in the end. She felt her heart go out to Chrysalis. The changeling queen was clearly being honest, and really was amongst the last of her kind. Had the Time Ponies she met aboard the train been sent to find the changelings? If magic was what they feared, then Equestria, nay all of Equus, was in terrible danger if the Time Ponies were capable of destroying entire planets!

“I’ll help you Chrysalis, but only on my terms” she stated after a few moments thought, “we’ll form an alliance, but I will not become a changeling. I’m sure you are aware by now of the two Time Ponies aboard the Friendship Express. If they are a vanguard to an attack against your kind, then I will help you in your fight against them. In return, you are to release my friends and any others held captive, and leave Equestria alone forever. There are badlands in the southwest of the country that would be a good place to set up a new hive where nopony will bother you. The sea isn’t that far off, so you’ll have plenty of seafood to keep the hive fed.”

Chrysalis smiled. She had forgotten for so long that kind beings could still be found all over the galaxy. She offered a hoof and Twilight shook it once she was released from the magic aura and the anti-magic ring.

“You have a deal, Twilight Sparkle” the queen replied, “come, join me for dinner. My drones have gathered plenty of food your kind can eat, since we had pony prisoners. We can work out a way to properly deal with those foul Time Ponies.”

The newly minted allies set off deeper into the hive, with Twilight listening to Chrysalis explain all about the Time Ponies and the innumerable crimes committed by them. She held back a triumphant grin as her influence over her unwitting pawn grew.

Everything was going according to plan.

With a whir of the dematerialization circuits, the TARDIS reentered the physical world behind Donut Joe’s Bakery in the shape of a blue Solar Guard detainment box, complete with lantern on top. The royal police used the box to hold unruly citizens or criminals until backup arrived.

The door opened outward, and Sydney poked his head out to look around. Seeing nopony in sight, he gestured for Derpy and the Mane Four to follow him. He took in what little there was to see in the somewhat dirty alley.

“Love the architecture” Derpy commented as she flew up just high enough to see over the wall opposite the TARDIS, “much cleaner and more inviting than the Citadel on Gallopfrey.”

“Focus darling” Rarity chided, gently pulling the curious mare back to the ground, “we need to meet with Princess Celestia and let her know what happened. If anyone can help us, it is her. Come, follow me. I know this city second only...only to Twilight.” She led the way out of the alley, careful not to step on any loose garbage. The streets of Canterlot were just as busy as always. Ponies of all classes and races went about their business. Motorcars, a relatively new contraption, zipped back and forth along the widened cobblestone streets. The fashionista hailed a taxi, temporarily setting aside her dignity to show a bit of flank and get the attention of a driver faster.

The plot worked, and one of the black-and-yellows pulled to a stop. “Where to pretty lady?” the cabbie asked, walking over to hold the door for his passenger, “I can get you there faster than a Pegasi on a caffeine rush. These beasts are far quicker than any horse-drawns.”

“To Canterlot Palace with haste” Rarity replied, getting into the cab, “we have important news to deliver to Princesses Celestia and Luna." She was followed in by Rainbow, Derpy, and Sydney, who sat in the back, while Fluttershy took a seat up front, with Spike sitting between her and the driver. The cabbie returned to the driver’s side and sped off, locking the doors with a brief application of magic.

“Is that really necessary, sir?” Fluttershy asked, shuddering as fear sent chills racing up and down her spine, “Canterlot is a safe city. Nopony is going to try and attack a moving cab. Would you please drive a little bit less like a madpony...please?”

The driver didn’t answer. He kept his eyes on the road, taking turns at a rather questionable velocity that none of the passengers were especially keen on. Was this guy hopped up on some drug, or even properly trained to operate a motorcar?

“We are in a hurry good sir, but I do not think it necessary to risk flipping your vehicle!” Sydney glared at the driver, who briefly glanced back through the rearview mirror. His eyes very briefly (fast enough that no Equestrian pony’s eyes would catch it) changed to an all-too-familiar solid blue. The Time Pony’s own eyes widened in abject horror, alarms and warnings going off in his head as fear welled up in him. He could only eek out a small sentence to sum up the situation:

“Oh my giddy aunt!”