Doctor Whooves and the Auton Invasion of Equestria

by The Minister of Scones

Rating: teen
Tags: Original Character, My Little Pony: Friendship is Magic, Spike, Comedy, Adventure, Science Fiction, Crossover, Doctor Whooves, Main 6, Princess Luna
Length: 28146

The Doctor, newly regenerated and rather helpless, is shocked to discover that his place of exile isn't quite as safe as he thought. An old enemy has returned to Equestria, and only the Doctor and his new 'friends' stand in its way... Oh, crumbs.

Doctor Whooves 1.1
Something is happening in the skies of Ponyville. Something that has been waiting a long time to return is about to make its move. This time, it's not just world domination it has in mind. There could be a chance of some revenge as well...
The Doctor is old. So old that he's begun to make mistakes, and, being who he is, these mistakes are usually not of the 'oh dear, where did I leave my keys?' sort, but more often of the 'press this button and the Cyberponies' spaceship will be eradicated... oh dear, I've destroyed the planet' sort. This sort of incompetance hasn't gone down very well with the High Council of Time Lords, who have exiled him to his favourite place: Equestria. Unfortunately, they've picked a time a few decades after the one he's used to.
Recovering, in the care of the kindly Fluttershy, from the regeneration through which the Time Lords forced him, the Doctor discovers that an old enemy has come back to haunt him. The Nestene Intelligence has returned to Equestria once more. He is determined, however, to defeat it by enlisting the help of the legendary Bearers of the Elements of Harmony. There are only two small but daunting problems with this proposal:
1. He can't walk in a straight line without falling over;
2. Everypony is convinced he's a lunatic, and is going to take a fair bit of unconvincing.
Meanwhile, Princess Luna, with the help of Professor Crater Mass, her scientific advisor, is making her own enquiries, but what are her true motives? As the death toll mounts, the Doctor begins to realise that he may be out of his depth.

Set during the season 5 hiatus, for some reason.
My first story, already a mess of elipses and clichés. For anyone who's interested, the Doctor involved is the 22nd, so your 'headcanon' should already be in tatters. Read this anyway. Read it and like it. You know you ought to. I'll try and make it fit with MLP's canon, anyway. I thought that since the Autons have already been used to introduce two great Doctors, why not make it three?
This is not a 'Doctor travels into the Ponyverse' type crossover, more just a 'The Doctor, who is already there, bumbles into our favourite characters for the first time' sort of thing. It's loosely based on the TV story 'Spearhead from Space', but it's not a retelling. I did say 'loosely'. The title will only seem anything other than ridiculous if you're familiar with the Target novelisations, which I'd imagine roughly none of you are. Ah, well...
Rated teen for violence, but nothing gory. Nothing you wouldn't see in Doctor Who, in fact. If you've read this far, you probably ought to read the story.
For listening, some saint has uploaded a Spearhead from Space suite, which I heartily recommend to any Doc 'True nuts out there: https://www.youtube.com/watch?v=Dx7-oCOOX_I

Published 2015-09-18 22:00:03 UTC
Last updated 2015-11-07 16:42:50 UTC

Part 1: The Sort of Discovery One Doesn't Want to Make at the Best of Times

Bustling, bleeping, spewing out information on ticker-tape with engines and tapes and gears whirring away: deep below Canterlot Castle, in the dead of night, Her Right Royal Highness Princess Luna’s totally unofficial and ‘not-there-at-all-so-clear-off’ top-secret observatory and general research facility’s computers were working at full pelt. They had detected an anomaly, and, having never actually done this before, were apparently ignoring their programming and getting, frankly, a little over excited. White-clad scientists were hurrying all over the lab, trying to get the chaos under control.

Presiding over this activity was the Princess’s chief scientific advisor, the well respected unicorn Professor Crater Mash. At least, he had been well respected, until, in a misguided attempt to take control of a tidal system, he had accidentally nearly drowned half a continent. Now, he had not left the complex in over two years, and, in that time, had been declared legally dead. The employees were under strict instructions to tell no one that the professor lived on in secret. Royal laboratories are full of surprises. He was salmon-coloured, had a thin brown mane and blue eyes, and walked with a slight limp - the product of his early dabbling with alchemy. His cutie mark was a crater-covered asteroid. Only ten minutes before he had barged into the room, barking “What the Discord is going on?” He was not given to outbursts of this sort, of course, and, in his defence, had just been dragged away from his dinner by an obnoxiously loud klaxon that, as everypony knew, could only be overridden by him. Now, with the alarm silenced, he peered anxiously over a squat stallion’s head at a radar screen.

“What in Equestria are they?”

“Don’t know, sir. They’re about two or three hooves* across, vaguely spherical, and seem to be flying in... well, in a formation, sir.” He was right. The eleven dots on the screen formed a definite spear-head.

“Well, they can’t be meteors, that’s for sure.”

“Then what?”

“I don’t know, my boy. I don’t know. Maybe Princess Luna will have some ideas when she-” The Professor was interrupted by a massive gust of air that nearly knocked him off his hooves, and signified, of course, the violent arrival by teleportation spell of an alicorn. An irate alicorn who was still wearing a very expensive-looking dress.

“Your majesty, may I and my co-workers extend our warmest-”

“QUIET, CRATER MASH! THIS HAD BETTER BE GOOD!” bellowed Luna, interrupting the unfortunate professor for a second time. The scientists flinched. The Royal Canterlot Voice was very rarely heard these days, and when it was, one knew someone was in trouble. Fortunately for their eardrums, she quietened. But not much. “I’ve left only my sister to entertain the Bovoid Prime and the Saddle Arabian ambassador, not to mention Crystal Jackpot, without whose support this laboratory probably wouldn’t even exist, and...” She trailed off as her eyes were drawn to the radar screen. “What in Tartarus are those?”

It might be worth providing some description of the laboratories and surrounding buildings of Midnight Gown Research Facilities. The whole complex was deep underground, in a network of caves located under Canterlot itself. These had been divided up by partition walls, floors and ceilings, to create a base miles across. It included bedrooms, kitchens and recreational facilities, and thanks to this many of the scientists chose to live entirely in the complex, among their friends – the other scientists.

This laboratory, which was dedicated to the study of astronomy, had one wall entirely made of stone, as it was adjacent to the side of the cave. It was crammed with machines and scanners and computers and displays, as well as direct magical links to several of the more advanced telescopes in Equestria. It was regarded by Celestia as Luna's 'welcome home' present, hence the name: Midnight Gown had been Luna's favourite governess when she was a filly. Even Princess Twilight had not been told about it, largely because Luna knew perfectly well that she would try and re-organise everything and everyone in the building. Luna counted the laboratory among her most treasured possessions, and her employees as her most distinguished subjects. She attempted constantly to maintain an air of decorum and dignity in their presence. They were not, therefore, accustomed to outbursts along the lines of “What in Tartarus are those?” They were quite surprised, actually.

The two scientists stared dumbly at their princess.

“Well?” she asked, an eyebrow raised.

“No idea, ma’am,” began the computer’s operator.

“I’ll deal with her majesty’s questions, thank you, Turnip.” The professor was taking his turn to interrupt, and primly, at that. “We don’t exactly know, ma’am. They’re definitely headed towards this area. They should land in about twenty minutes. They don’t seem to be natural, or they would hardly be flying in so strict a formation.” He decided to try the only plausible idea he’d had so far. “They couldn’t be meteorites, could they?”

“Hardly. Believe me, Professor, I know meteorites. I would suspect Discord, if I did not know that he is asleep.”

“How do you...?”

“The first thing I did when I got your message was check in on his dreams. It becomes a habit after a while.” Luna flinched. “I only wish he would stop dreaming about those carnivorous squirrels.”

Crater, being a professional stallion, decided not to ask. Instead, he said “Then what, Princess?”

“Just a moment...” Luna closer her eyes in deep concentration as her horn began to glow, and, to the onlookers’ astonishment, a moving image appeared in mid air, surrounded by a purple aura. It showed the night sky, and the eleven translucent spheres. The Professor peered at the picture. The spheres were pulsing with light from within. Truth be told, they were not spheres, but irregular shapes, with some round planes visible amongst the curves. The matt surfaces made it impossible to see what was inside, and, despite his natural scientific curiosity, Crater Mash felt somehow glad. He was sure that, whatever it was, it was not at all pleasant. The ‘meteors’ gave off an unmistakable air of malevolence. He shivered.

“You don’t think they’re... bombs, do you, ma’am?”, he asked worriedly. Bombs, even of the magical sort, had not been dropped on Equestria for centuries, but the Professor had no idea what the spheres were, and was grasping at straws.

“Professor Mash, sir,” piped up the young stallion at the radar desk, “if they were bombs, I don’t think all eleven of them would be aimed at the same place. Surely they’d be spread out more?”

Luna looked pleased: “Good thinking, young stallion. And who might you be?”

“Turnip Grove, your highness.” Turnip brushed back a lock of purple hair. “Just started here a few days ago.”

“Harrumph!” harrumphed the professor, a little louder than necessary. “Be that as it may, I may not like them, but I can’t go on gut feelings alone. I’m a scientist, your majesty, I deal in facts. We need more data, so we can’t just sit here and monitor them...” Turning back to Luna's magically produced screen, Mash was silenced by what he saw. “Oh, ponyfeathers... er, beg pardon, ma’am.” To the consternation of all concerned, the ‘meteors’ had disappeared into thick rain and cloud.

Luna was the first to speak. “Odd,” she said, “As I recall, this is the first storm in this vicinity in quite some weeks. Almost as if someone planned this, knowing he would be able to hide the spheres...” Crater Mash opened his mouth to object, but she shushed him. She thought a moment. “Where were they last headed?”

Turnip punched a few buttons. “Ponyville, ma’am!”

A worried expression crossed the Princess’s face. “Then I must leave right away. We need an immediate investigation into these… these meteors. But... I don’t want to worry the ponies. Goodness knows they have suffered enough panic at my hooves. The purpose of my visit must be kept secret, is that clear?”

“Then you think these are dangerous?”

The princess looked at the professor, almost kindly, but with pity and worry, like a mother saying goodbye to her foal on his first day at school. “Almost certainly.”

A pale pink unicorn with a frizzy yellow mane pushed past a couple of pegasi and held out a clipboard, covered in data read-outs. “This doesn’t make any sense,” he complained, “according to these trajectory data, those things originated in deep space!” He angrily kicked a computer, whence emerged a cross ‘BLEEP!’

“Ah, thank you, Doctor Code,” said Professor Mash, taking the clipboard and studying it intensely, relieved to be back in in familiar territory. Alas, Binary Code had been right: the figures were quite unintelligible, unless one was prepared to believe that the orbs really came from the stars.

“I think things are even more urgent than I thought,” Luna said, peering over his shoulder. “I’d better get to Ponyville and make discrete enquiries as soon as possible.”

"Shouldn't we let Princess Celestia know?" asked the professor.
Luna considered. "No," she said sternly, “It is my turn to solve one of Equestria's problems. She is already horribly overworked entertaining our guests. Professor, you are on standby. I will arrange a teleportation incantation to send you down once I have arrived. Is that understood?” The scientists nodded dumbly. Before either could speak, Luna had vanished once again. Wordlessly, they shrugged at each other and went back to their work. Royal scientists are used to that sort of treatment.

A few miles away, strolling through a lightly wooded area of land, was a light brown stallion with a slightly darker brown, and, despite his best efforts, distressingly spiky mane. As he strolled, he marvelled at how kind the preceding centuries had been to him. He maintained, he felt, a sparkling wit, an incredible memory, a roughish charm that few could resist, a diplomatic and fair mind, a splendid memory, and a degree of humility that others marvelled at. These benefits, he admitted, were in part due to the massive cellular reorganisation he had but recently undergone, but were also, he was sure, a gleaming testament to a healthy and active lifestyle.

He had to accept, though, that his body had not gone through the regeneration without protest. For three full weeks now he had been recovering at the house of Fluttershy, the kindly foal (for so he viewed anypony under the age of three hundred or so) who had first found him in his weakened state: lost and, though he was loathe to admit it, afraid at the door to his TARDIS, which had, knowing the repairs she would have to make following a rather messy crashlanding, thrown him out onto the surrounding grass. This had been harder than it might sound, for the ship had landed on her back, the doors of the battered blue box facing directly upwards. Come to think of it, he thought, how had she thrown him out?

Smoke. I smell smoke...

As any knowledgeable reader will doubtless have guessed, this stallion was none other than The Doctor, the mysterious wanderer in Time and Space, the legend in his own (and several other ponies’) time, the saviour of the universe and archetypal hero; sadly now, despite a youthful outward appearance, in his declining years.

Every Timelord reaches sooner or later a point where he feels unable properly to perform his duties, for even regeneration cannot totally prevent the ravages of time on the brain. The usual procedure is for the High Council to find a safe planet, and to banish him there to live out the rest of his unnatural life. Every Timelord, that is, apart from the renegades.

Renegade Timelords tend not to live long enough to reach that stage. An ordinary Timelord might easily live to the age of ten-thousand or so before this happens to him, but for renegades (of which there are more than the Timelords' relentless propaganda would have you believe) this is a different matter. They are lucky if they make it to one-thousand years without running out of regenerations. The Doctor, however, was quite the exception to this rule.

Which I suppose must mean that something's burning.

For one thing, he had been very lucky, and had managed to keep some of his various bodies alive for incredible lengths of time. For another, he had exceeded the usual limit of thirteen bodies when, in return for services rendered and the like, the Timelords had granted him a second cycle: an additional twelve regenerations to play with! And, of course, his lifestyle meant that, poor fellow, he was continually exposed to all sorts of poisons, radiation and mind control rays, which had accelerated the ageing process of his brain.

So it was that the Timelords, having observed encroaching senility, had decreed his instant retirement to Equestria, where, they noted, he spent a significant portion of his time – it still made his blood boil to think of it. ‘Senile, indeed! Coming from a bunch of old...’ and so forth.

The fact was, however, that The Doctor was indeed losing touch with reality: so much so, in fact, that by the time the scent of burning grass that was wafting through the trees had even registered in his brain as unusual, his wanton mind had already drifted to thoughts of acorns. He brought it back with a jolt.

Now, let me think. This, through a seemingly perpetual brain-fog, was easier thought than done. Burning must imply... flames. No, no. Well, yes, but not the word I'm looking for. As a matter of fact, he was not usually quite this absent minded. The regeneration had jolted his brain, rather, and he had yet to fully recover. Begins with the same letter. F- f- fire! That's it. Ah, nice sit by a roaring fire, hooves up, mug of cocoa... This was, however, the first time he had left Fluttershy's cottage since his arrival. She had taken some persuading to allow him out on his own, as he was still very weak. The Doctor, however, found that in his new body, he firmly believed in fresh air. Although, now I consider the context in which I detect such fire, he thought, begining - if you'll excuse the pun - to warm to his subject, this is neither the time nor the place. Would hardly be a campfire at ten in the morning, so it must be... ah... now... this is a forest, so it's a forest fire. A forest fire? Oh, yelp!

Tracing the unusual smell to a clearing just ahead, and pushing aside a few branches, the Doctor found not burning trees, but smouldering grass. “Oh, no...” In a small crater in the earth, lay a roundish lump of semi-transparent plastic. From inside, there pulsed a regular light, accompanied by an electronic ringing sound. He recognised it immediately, and added his memory to the mental list of his virtues that he had been compiling. It was a Nestene energy unit. A lump of sentient plastic that could have spelled doom for the entire planet. “Awful timing,” he muttered to himself.

Bravely, he attempted to lift the sphere, but had overestimated his own strength. The sphere was too big to carry in his mouth, and he was still horribly weak following his regeneration, so a trip back whilst carrying it in his forelegs, leaving only two legs to walk on, was unthinkable.

“Right. Can't carry that," he continued, not realising he was talking aloud. "All right then, I suppose I need more of me. No, other ponies. Yes. Need help. Er... that would be Fluttershy, then, wouldn't it?” He turned and scampered back to the cottage as fast as his legs would carry him. Unfortunately, that wasn’t very fast. Regeneration isn’t much fun for anyone involved.

Fluttershy’s cottage was a vision of tranquillity. Animals of all shapes, sizes and creeds peacefully grazed, grubbed or simply strolled about in the garden, whilst inside, a number of other creatures did much the same thing. Birds, bees, bears, hares, hedgehogs, chickens and rabbits. The occupier was employed about her usual business, tending to the various needs of her charges and humming sweetly to herself. Typically, the tranquillity was soon to be shattered. Somewhat atypically, the shatterer took the form of a worn-out Timelord, who came semi-charging out of the woods gasping something about the end of the world. Fluttershy paid her newest guest little heed: she had grown used to his ramblings about various monsters and aliens, and although she was sure he was harmless, she was equally convinced that he was quite mad.

As if to reinforce this thought, the Doctor gave up trying to open her gate and simply hurled himself over it, before collapsing in the grass in a heap of brown and sweat. Quite used to this behaviour, Fluttershy trotted over to him, tutting to herself.

“Now, Doctor, what did we agree about getting over excited?” The Doctor was reminded of his nursemaid back on Gallifrey, and grimaced horribly.

“Miss Fluttershy, I can assure you that my excitement is perfectly justified. As we speak, the whole world could be in grave danger, and...” The Doctor lapsed into coughing, the run-cum-stagger to the cottage having been far too much for him. Fluttershy opened her mouth to continue chastising him, but the Doctor spoke first: “Please, you must come and look! One of the energy units has already landed, maybe more have, I don’t know, I, I, I...” The Doctor was whimpering gently, “...I can’t stop them like this, I’m far too weak. I need your help,” he admitted finally.

“Well, um,” began Fluttershy uncertainly, “I haven’t really finished feeding the animals...”

“Please?”

“I don’t know, I really ought to...”

“Please?”

“Well... okay, um, I guess, if it means that much to you, of course I’ll come,” she finished with a smile.

“You won’t regret this!” He called over his shoulder, already marching off in the direction he’d come in, apparently having made a miraculous recovery.

"Oh, Doctor, I think you should be a bit more careful. You’re only just back on your hooves!” Fluttershy insisted, trotting quickly to try and keep up with his purposeful stride.

“Pish-posh! I’m right as rain, fit as a fiddle! None could deny my excellent physical condition! Why, only this morning I...” The Doctor was rudely interrupted by his forehoof’s rather sudden meeting with the protruding root of a tree, and his subsequent toppling into a large, and almost vindictively muddy, puddle.

Many similar bumpings and bruisings later (the Doctor, while striding powerfully, was far from well orientated, and would often veer off into a bush), the Doctor and Fluttershy arrived at the clearing. To the Doctor’s horror, and Fluttershy’s bemusement, there was nothing but a small crater where, as the Doctor knew, the sphere had once rested.

“Great whickering stallions,” he whispered, “it’s happening sooner than I thought.”

Fluttershy was confused: “Doctor, I’m not sure what you’re talking about, and, um, I'm not quite sure why you brought me here, and I don’t mean to be rude, but...” She trailed off, noticing the look of abject horror etched on the Doctor’s face. “Doctor...?”

“Miss Fluttershy,” he began, slowly, sorrowfully, as a world-weary judge pronounces sentence of life imprisonment, "Everypony in Equestria is now in grave danger. And none more so than you.”

*The Equestrian measurement known as the ‘hoof’ is equivalent to three of our inches, and, pleasingly, one twelfth of a yard. This means that, even in Equestria, there are thirty-six inches to a yard, which really only goes to show, doesn’t it?

Author's Note

Next Episode: Once More unto the Breach

Part 2: Once More unto the Breach

A cold pair of eyes stared at a display screen, on which the images of a brown stallion and pale yellow mare – the Doctor and Fluttershy – were examining an empty crater in the forest.

“His artron energy signature is unmistakable.” said the viewer, in a voice like a million dancing icicles. “The Doctor is interfering again. How like him.” The watching pony took a step back to survey the scene. It had no distinguishing features whatsoever. It was simply a yellowish mass of ever shifting plastic, in a roughly pony-like shape. A pair of eyes stared out from the head, but that was all – and they themselves were simply black pits in what passed for the face. “His very presence throws the invasion plan into disarray. We must resort to the contingency plan. Destroy them immediately,” it ordered the unit, a mindless drone-Auton, through whose eyes it watched the pair.

OBJECTING - INSUFFICIENT POWER - MUST RETURN - RECHARGE NECESSARY protested the unit, in its limited functionary vocabulary.

If the watcher felt any anger, it didn’t show it. “Very well. Return here. When the remaining energy spheres are located, we will have ample power to eradicate such threats. I will post an Auton guard in the woods. I feel sure the Doctor will return. By then, we will be able to deal with his meddling once and for all.”

Her Royal Highness Princess Twilight Sparkle, also known variously as ‘Twilight’, ‘Sparks’, ‘Twily’ and, by some of the more disinterested ponies of Ponyville, ‘that bossy one with the fringe’, was in a state of panic that bordered on neurosis. In fact, if she hadn't demanded a second opinion, she would have been legally declared neurotic earlier that year. She was running around her castle with her wings flapping frantically, inspecting this and that, and frequently wiping away the beads of sweat that materialized on her forehead, only for them to almost instantly reappear. What was particularly typical was that she had organised everything so completely and efficiently that she had absolutely nothing to panic about: the library had been re-catalogued for the third time that month; Spike had, after much protesting, dusted and scrubbed everything that wasn’t potentially explosive; and, most importantly of all, Twilight had brushed up as well as only Twilight could on royal protocol. Now, all she could do was wait. And panic.

“Spike!” she screamed, worry etched across her face, “Did you dust the-”

“Yes! I dusted everything I could reach,” exclaimed a grumpy Spike from the corner, where the little dragon had hidden himself behind a chair. “And don’t think I’ve forgotten our deal.”

“All that ice-cream really isn’t good for a dragon your age, Spike,” began Twilight.

“Three tubs, Twi. It’s too late to back out now. I want them by sunset, or I’m not tidying any more books for a week!” Twilight whimpered at this thought, and her knees began to wobble. “Oh, no,” Spike muttered to himself, realising what was about to happen. Sure enough, Twilight sat herself down in the middle of the entrance hall, and little tears began to well in the corners of her eyes. She wiped them away quickly, though, not wanting to let Spike see her crying.

“Spike, do you have any idea how important this is?” Spike had heard it all before, and gave his reply in the most disinterested monotone he could muster.

“Yuh-huh.” he said, simply. Unaware of her assistant’s lack of interest, Twilight pressed on with her speech.

“This is the first official royal visit to Ponyville by Princess Luna since I was made a princess!” Twilight declaimed, her voice a mixture of fear and determination.

“Yuh-huh.”

“I just have to show myself worthy of my royal duties, or she’ll probably strip me of my authority on the spot! She might even throw me out of the castle, and leave me to die on the streets!”

“Yuh-huh.”

“We’ve got to show that I am capable of organising such a meeting, or die in the attempt!”

“Yuh-huh... wait, what?” Spike stopped staring at the wall and turned to face his employer. That last bit was new. ‘Most she usually says is “or destroy the castle trying”’ thought Spike, his tail scales beginning to droop with boredom.

“This,” continued Twilight, now with the full vocal quality of a Shirespearean actress, “is probably going to be the most important day of our lives!” She paused, letting her final words hang in the air like lead balloons.

“Sure thing, Twi,” said Spike, dully – not quite the response Twilight had been looking for.

“Spike,” she glared, “I spent most of last night coming up with that speech!” The miffed Twilight was interrupted by three short, sharp knocks. Her pupils shrank to what would have been the size of pinpricks if her entire eyes had been the size of pinpricks themselves. “She’s early!” shrieked Twilight. She responded quickly and efficiently to the disaster. She collapsed. Efficiently, though. Spike sighed, and crossed the room to the door, which he opened to reveal... Rarity.

“Darlings,” she exclaimed, “I just had to come and tell you! My new tailor’s dummies arrived!” She surveyed the scene before her. Twilight, picking herself up, didn’t seem quite as excited as she’d hoped.

“Rarity,” responded the alicorn, “never frighten me like that again.”

“Oh, don’t worry, darling, they’re in perfect condition,” replied her friend. “They’re just the most wonderful thing...”

“Never mind the dummies! Princess Luna is due here any minute.”

“Whatever for? You didn’t tell me about this.”

“I don’t know. She only arranged it at the last minute. She said it was a ‘surprise visit’. I hate surprises! How am I supposed to plan for surprises?” Spike was gazing up at Rarity with adoring eyes.

“You can tell me about the dummies, Rarity,” he simpered. Rarity seized the opportunity eagerly.

“Well, they’re made entirely from a new...” She was silenced by the sound of trumpets from outside. Looking through the still-open door, the three saw that Princess Luna, accompanied by half-a-dozen guards from the Night-watch, was dismounting from her flying chariot.

“Twilight!” she called warmly, “I see that everything is going splendidly here! Well done, my little princess!”

Twilight collapsed again. This time, at least, she was smiling.

Halfway across Ponyville, and a few minutes earlier, the Doctor, accompanied by a confused Fluttershy, was half trotting, half limping in the direction of the castle.

“But Doctor,” she was asking, “I don't mean to pry, but what was it you wanted to show me?”

“A Nestene energy unit. Something that could spell disaster for every living thing on this planet.”

“What is it?”

“It contains part of the Nestene Intelligence. Not much, though: like a tiny lump of thought from a huge brain.”

“What is Nestene?”

“Nestenes are extra-terrestrial life-forms made from living plastic, of course! Do I have to do all the thinking? Now, please, be quiet, I need to think...”

“Oh, um, sorry...” Fluttershy hung her head, but the Doctor was already too absorbed in thought to notice. She looked around her, and noticed that it was market day (which she had quite forgotten), that the Carousel Boutique was closed, and that there were an awful lot of other ponies around. She decided that looking around for ten seconds was as outgoing as she needed to be that day, and hid her face behind her mane again. The Doctor spoke.

“This is the direction of Princess Twilight Sparkle’s Friendship Castle, isn’t it? I need to talk to the other bearers of the Elements of Harmony. Because, my dear,” he continued, pre-empting her question, “only you and they have the power to defeat the Nestenes. I’m in no fit state for that kind of thing.” As if to underline his statement, the Doctor completely lost control of the right-hoof-side of his body, and half-walked, half-slumped into a market stall selling fresh vegetables. The irate stallsmare turned on them.

“’Ere! Why don’t you look where you’re goin’?” The Doctor bowed to her in deference.

“You have my sincere apologies, madam, as well as the assurance that my errand is one of global imperative!” He tried to sweep past her – a dreadful mistake, given his state of health. He fell over again, burying his face in a pumpkin. “Stand aside, sir!” he barked at the unfortunate fruit, striding off once more, spitting out stray seeds and muttering about falling standards in the greengrocery industry, not to mention leaving the unfortunate Fluttershy to deal with the now incensed stall-owner.

When she caught him up, he was humming a little song to himself and sniffing the air interestedly.

“Um, Doctor? There’s something I think I should tell you, if that’s okay.”

“Fire away, my dear,” cried the Doctor, having, it seemed, assumed a gentler mantle: ‘thank goodness’, thought Fluttershy, and pressed on bravely.

“Well, er, I haven’t told them about you, so they won’t know who you are, or, um, anything...” Her voice quietened to a whisper.

“Goodness me! Whyever not? If you’ll forgive me, it seems a little – well – stupid.” The Doctor had, in his confusion, forgotten about manners again. Fluttershy was already close to tears, but reminded herself that the Doctor wasn’t well.

“Well, you told me not to tell them, in case any of your enemies found out about you being so ill, and I just thought...”

“How clever of me! I surprise even myself sometimes. I do have a lot of enemies, you know. Have I told you about any of them?”

Fluttershy sighed, and said simply “A few.” She had grown used to his ramblings, but most of what he talked about – metal ponies, creatures made of gas, ponies turning into plants – were obviously the ramblings of a deranged mind. She felt very sorry for him, but angry too, at least as angry as Fluttershy tended to get. What right had he to drag her away in the middle of feeding her animals on some wild goose chase, mad or not? She tried not to let it show, though. He meant well, after all.

Fluttershy’s thoughts were interrupted by a loud protest of clucking, and Doctorly cries of “Unhoof me, chickens!” Reluctantly, she turned to deal with this latest problem.

After Luna had assured her that her visit was only a routine scientific investigation and quickly departed, Twilight found herself feeling a little bored. She had not known how long the visit would take, and had carefully rearranged her schedule to accommodate a full two hours of meeting. The fact that the whole thing had lasted only ten minutes, if that, seemed rather a disappointment. She therefore almost welcomed the third knock at the door in that quarter-hour: anything as an alternative to listening to Rarity rabbit on about her new dummies. Honestly, she was trying to get Twilight to order some, now! What would she want with tailor’s dummies? To be honest, things had been a bit dull - almost as if their adventures had been on hiatus - since they’d helped Luna defeat her dreams, and that had been ages ago. What she wanted was for something really unusual to happen.

She got it. What she had been expecting, at best, was the mailmare, or a door-to-door salespony. What she got was a strange brown stallion with a spiky dark brown mane, who leapt through the door into her face and shouted “I have come from outer space to save the world!” dramatically throwing out his right forehoof and pointing towards an imagined distant star. Twilight’s heart sank, her thirst for the unusual already forgotten. This was going to be one of those days.

Equestria’s system of a fixed identity via the cutie mark, and a meaning of life for everypony, means that there are very few tramps. The only ones there are are of a very peculiar and eccentric ilk who actually enjoy sleeping on park benches, rooting through bins and the like.

Sam Spoons was one of them. He had always known that he wanted to be a tramp. For one thing, he suffered from homophobia – the morbid fear of houses. For another, he had always felt a certain oneness with nature, that had driven his parents to much consternation. Often, they would look out of the window to see his four-year-old self rolling around in the mud in the middle of a rainstorm, or trying to build a leaf-pony in autumn. He was asked now and then how someone as well-read and intelligent as he had ever become a tramp, but it was simple. He had decided what he wanted to be, and worked hard at it.

He was a dingy-green earth pony with a messy black mane and short bushy beard, and vivid green eyes that some said were his best feature. His cutie mark was a pair of crossed spoons, indicating his bizarre musical talent. He had always been insatiably curious as a colt, and this trait had lasted well up to then. Therefore, upon finding a pulsing, glowing and bleeping lump of plastic embedded in the undergrowth on the border of a field just outside Ponyville, he was nothing short of fascinated.

“My, my,” he mumbled, “what’s this doing here?” He found himself a stick, and was about to use it to poke his discovery, when he was startled by the sound of a twig snapping behind him. Turning quickly, he was surprised to find nothing but... a tailor’s dummy? In the middle of a field? He looked around, searching for whichever ponies had put it there, as some sort of prank, perhaps. There was nothing. No heads poking out from behind trees. No giggling from the hedgerows. Nothing to indicate he was being made a fool of, or being watched at all. He glanced uneasily back at the dummy. Had it... moved? It seemed closer, certainly. He began to back slowly away. “If this is some sort of joke,” he shouted to the field in general, “it’s not funny!” A look of horror crossed his face as the dummy raised a leg. “Is there somepony in there?” The dummy placed the leg on the ground, picking up another. Slowly, surely, it began to follow, gaining in speed. “Is it a costume? I... I...” He began to stutter, as the reality of his situation truly dawned on him: alone in a field with what seemed to be some sort of magical creature, with no sign of cover anywhere.

He backed more quickly, and, to his relief, the dummy stopped following. What happened next, though, brought his fear flooding back to him. The dummy extended its right foreleg, pointing its hoof straight out towards him. There was a short, harsh buzz, and the end of the hoof simply fell away on a hinge at its base. It had been masking a turquoise interior hoof, on which red and yellow lights flashed alternately. From a small hole extended a thin tube with a mechanical whirr. Sam instinctively knew it was a weapon. He was frozen to the spot, completely unable to move. He heard a building hum from the dummy, and knew it was now or never. With a tremendous effort of will-power, he hurled himself to one side. He was just in time. From the hoof he heard an echoing “T-chok!” Although he could see no projectile, no visible magic, a pillar of billowing smoke erupted out of the ground where he had just been standing, closely followed by flame as the grass caught alight.

He turned and fled, galloping as fast as he could. He heard another “T-chok!” The ground just a few yards to his right burst into flame. “T-chok!” This time he could feel the heat of the flames licking the back of his hooves.

He thought back to his foalhood. As a colt, he had had a lazy eye, which the optician said could only be corrected by wearing obnoxiously huge glasses. Of course, the other colts at school had teased him mercilessly, and would often hide along his route home ready to pelt him with stones and brambles. One day, he had tripped and fallen during the onslaught, and shattered the lenses. Needless to say, his parents had questioned him, but he had made up some story about tripping over a tree root. His elder sister, Peanut Brittle, had known him better, and got the whole story from him later on. She said she could not stop the bullies, but had advised him to run in zigzags to throw off their aim. Why that hadn't occurred to him sooner, he would never know, but it was advice that he had treasured ever since.

If it had worked then, it could work now. Recklessly, he veered off his course, just as another “T-chok!” heralded the spot where he would otherwise have been running being transformed into a blazing mess. He changed direction again, running towards the far side of the field, then again, trying to make his movements as erratic as possible, a skill he had spent much of his formative years developing. “T-chok!” “T-chok!” The creature’s blasts were getting wider and wider from their mark. It was working! The dummy couldn’t keep up! He sighted a haystack in the corner of the field, and headed towards it, being careful to take as indirect a route as possible. As soon as he reached it, he hid himself behind it, knowing full well he couldn’t run another step: he was totally exhausted. Despite his outdoor life, he was not used to strenuous exertion of this sort. He collapsed next to the hay. Too late, he realised his mistake. “T-chok!” Within seconds, the haystack was a blazing inferno. He could hear the dummy’s joints creaking as it came to get him. He feebly tried to stand up, then resigned himself to his fate. He curled himself into a ball and waited for the end...

“Auton unit 4! You are low on power! You must withdraw. Prioritise the energy unit. We must reach full power as quickly as possible.”

OBJECTING - MUST DESTROY

“Forget the equine. This is of higher priority, do you understand? Higher priority.”

Sam could hardly believe it. The dummy was audibly getting further away. Was it a trick? Gingerly, he poked his head round the side of the stack. The dummy was definitely going! He wasn’t going to stick around to find out what would happen next. Having got some of his breath back, he set off in the direction of Ponyville, hoping to put as much distance between himself and the monster as possible.

“The Nestenes,” the Doctor was saying, “are essentially a slave race. They are controlled, and created, by the Nestene Intelligence, originally a being of pure thought that has developed an affinity for plastic.”

Twilight raised a hoof. “But Doctor,” she began, “if this thing exists, where in Equestria does it come from? I’ve never read about anything like that before,” she added, a trifle smugly.

At the Doctor’s insistence, Twilight had gathered the three missing Element Bearers, and they were now assembled in front of the Doctor, and a blackboard provided by Twilight, which he had covered in nonsensical writing and diagrams. She was beginning to regret indulging him – although he had been incredibly persuasive – as they were now watching him with bemused astonishment, occasionally glancing at Twilight, as if to say “You dragged us away from our work for this?” She cowered in embarrassment, her cheeks flushing a deep crimson.

“Haven’t you been listening?” exclaimed the Doctor, irritably. “They come from deep space, of course!” To his astonishment, this suggestion was greeted with snorts of derision from Rainbow Dash, and bemused looks from the others. Even Fluttershy suppressed a titter, and then looked mortified.

“If you expect us to believe that,” Rainbow said, hovering a few inches above the ground with her forelegs folded, “you must have something seriously wrong with you.”

The Doctor chose to ignore her. “In fact,” he continued, “The Intelligence has created two different types of slave. The first is the Nestene, capable of independent thought, and of reforming its constituent plastic to replicate any pony. They function alone, but can be instructed by the Intelligence, if it is present.”

“All this does seem a little far-fetched, I must admit,” Rarity offered.

“The second, and much more common, type,” said the Doctor, in as commanding a voice as he could muster, which was, to be fair, quite commanding, “is the Auton. Essentially a mindless drone, with only very basic thought and communication functions. They can be indirectly controlled by any nearby Nestenes – used as eyes and ears, that sort of thing, and given vocal commands – but if the Intelligence is present, it generally takes them all over completely. Essentially, they become part of it. All of them – and I can’t stress this strongly enough – can take control of any plastic."

“Oh no,” mimicked Dash in mock horror, “we could all be killed by sitting in plastic chairs!” More general laughter.

The Doctor was fuming. “Don’t make jokes about that. Death by chair is more unpleasant than you might think. Besides, they’re all heavily armed.”

“Sweet Celestia,” shouted Applejack, who had been right in the middle of baking an apple pie, and was not best pleased at being interrupted at her art, “could ya not just finish, already? Some of us have got work to do, ya know!”

“Certainly not,” came the rather put out response, “I haven’t even told you their usual invasion plan, yet.” The company made it apparent that if he was going to, they would rather he did so at once, and was quick about it. “It’s my guess that there’ll already be a Nestene or two in place, to co-ordinate the invasion, and control a number of Autons. They normally fire around a dozen ‘energy units’ at the area of the base of operations from space. Energy units are plastic spheres, which contain a living part of the Intelligence. Not enough to control the Autons, mind, but when you put a few of the spheres together, it’s another story. That’s why the Autons are sent out to collect them as soon as the weak psychic signal from them can be traced. They’re called energy units because the Intelligence is what the Autons and Nestenes depend upon largely for energy – otherwise, they’re reliant on absorbing kinetic energy from planetary movement – and no,” he said glaring at Twilight, “I’m not going to explain how that works. You’ll just have to believe me. Anyway, the Intelligence itself is a source of pure energy, and there’ll be an army of Autons awaiting activation as soon as the Intelligence is powerful enough. The energy it creates is exponentially linked to its mass.”

“Energy,” interrupted Twilight matter-of-factly, “cannot be created or destroyed.”

“I'm afraid not,” replied the Doctor. "This creature isn't native to this universe, and breaks several laws of physics just by existing."

Twilight turned to the others. “I sincerely apologise, girls,” she began, “I didn’t realise how preposterous this stallion’s claims would be. I shouldn’t have brought you all out like this.”

“Preposterous? Preposterous?”

A mortified Fluttershy cast him a “Please, please, just shut up,” look, but he ignored it completely.

“Really,” said an annoyed Rarity, “I should have just walked out when he arrived. I’m behind on work as it is. I’ve already had to close the boutique just to catch up.”

“It beats me how anypony can be that dishonest,” fumed Applejack. “He’s more treacherous than a cornered rattle snake.”

“That was the lamest ten minutes of my entire life!” complained Rainbow.

“Doctor, how could you?” pleaded Fluttershy, her eyes brimming with tears. She obviously felt horribly betrayed, not to say embarrassed.

Pinkie Pie, who had remained curiously silent throughout the lecture, now spoke. “So, what do you want from us?” It was a genuine question. The other five looked at her in astonishment.

“HUH?” they chorused.

“Well,” said the Doctor, a little taken aback, “the first stage is to obtain one of the energy units. I can track one, but I’d need some help bringing it back.” He spoke without much hope, but, again, Pinkie proved to be his salvation.

“Okie Dokie Lokie!” she cried, sproinging over to join him. “Check it out! Pinkie and the Doc, what a team! Together we’re the Alien Detective Squad!” She pulled out a trilby, seemingly from nowhere, and rammed it tight over her head, shading her eyes in what she evidently thought was a mysterious fashion. Her ears popped up through little holes cut in the side.

“Don’t call me ‘Doc’ ever again. Ever.”

“Huh,” grumbled Dash, “trust Pinkie to believe a story like that.”

“What do you mean?” she squeaked indignantly, “Everyone knows I’m the most sensible pony in town!” As if to underline this, she sproinged straight past Rainbow Dash and into a wall. “Darned hat!” she muttered. With a ‘poof’ her mane sprang back to its usual tangled self, causing the trilby to go flying off into the air. “Ah well!” she said happily, bouncing back to the Doctor.

“Well,” he began, “thank you very much, Miss Pie. From the others’ reactions, I might as well have been talking absolute gibberish.”

Pinkie gasped in horror, and pressed her face against the Doctor’s. “No one could ever believe that!” she shouted, and meant it, too.

“Well then, there’s no time to lose. We must leave immediately. We must let nothing distract us from our mission. This could be the end of the world as we know it.”

At that moment, in walked Spike, precariously balancing a tray piled high with a teapot, teacups, sandwiches and cakes, which he set on the table.

“Then again...” began the Doctor.

“Oh, Spike,” exclaimed a proud Twilight, “you really are a treasure sometimes.”

“Isn’t he just a darling!” agreed Rarity. There were general nods of agreement from the others.

“Oh, it was nothing,” said Spike, faux-modestly, and casually examining a front claw, “just figured you girls might be getting a little peckish.”

“Well, yer a mind-reader, then,” said Applejack, approaching the table.

“Dig in, girls!” said Spike, smiling with pride.

At that moment, Pinkie’s trilby decided to re-enter the scene. It fell right onto the tray at phenomenal velocity, attainable only in a magic castle, sending bits of bread, cake, sandwich filling and china flying all over the unfortunate ponies – all except the Doctor and Pinkie, who were nearest the door.

“As I was saying,” continued the Doctor, “We leave immediately! Once more unto the breach!”

Author's Note

Thanks awfully if you read this far. I'm not a terribly good writer, I know, and your patience means a lot to me, believe me! Part two's turned out a lot longer than I expected, as well. If you could offer any words of encouragement or constructive criticism, I'd be ever so grateful.
Thanks again!
Ever yours,
-The Minister

Part 3: Everything Goes Pear-Shaped

After what seemed liked an eternity, Sam stumbled into sight of Ponyville. He glanced behind himself for the millionth time, but there was no sign of the... monster? He quite honestly had no idea what he had just seen, and he wasn’t sure he wanted to know. He wiped the sweat off his brow, and allowed himself to relax a little. He assumed his more usual trudge, as he neared the houses and streets of the town.

Hold on... what were those tents doing there? Somepony had erected a number of large white tents, interconnected by corridors, with – oh, thank Celestia! – royal guards posted outside. He knew that if he could tell anyone about his... experience... it was a member of the famously discrete royal guards.

“Erm... excuse me,” he began, approaching two guards who were standing either side of what looked like the main entrance, but was quickly cut short by a rough bark from the guard on the left.

“Halt! Friend or foe?” Sam toyed with the idea of calling out “Foe!” as he had always wondered how anyone would react to this. He got a grip on himself, however, reminding himself that he needed to warn ponies about this new threat.

“Friend! I seek to warn you of...”

“This is the private head-quarters of her Royal Highness Princess Luna, and you are trespassing under Section Three of the royal head-quarters act of 104! State your name and business!”

“I was about to...” grumbled Sam under his breath, but continued “I am Sam Steel Spoons, originally of Fillydelphia, and I have come to warn you of a… well, a monster, of sorts.” The urgency behind his voice was enough to at least intrigue the guards, Sam could tell. They were now staring at him with interest. Encouraged by this new audience (it was some years since he had last been on stage), Sam pressed on. “I was walking through a field about half a mile from here when I came across a glowing sphere half-buried in the soil. I was just...”

At that moment, there came a tremendous flash, a bang and a gust of wind, as Princess Luna materialised before them, her mane billowing majestically. Which was, all things considered, quite an appropriate way for a Princess's mane to billow. She looked down at Sam, her face a mixture of kindness and consternation. “I do apologise for interrupting you mid-oration,” she said, “but I have a listening spell covering this whole area. I think that you, my little pony, may have stumbled upon the very reason for my visit here.”

“I… I… I...” stuttered Sam, his mind a-whir with confusion. He had seen a Princess before, everypony had been to the Summer Sun Celebration at one time or another, but he had never dreamed that he would ever be given the chance to speak to one. Of course, now that he had been, he had no idea what to say.

“Do not be shy, Sam. Come inside. I cannot deal with you right at the moment, but I shall have one of the guards see you to a room to wait. I have to arrange for my chief scientific advisor to be sent over.”

“Thank you, your Highness… um, Majesty… er...”

“You are quite welcome. And 'Luna' will do fine. I like you, Sam. You seem an honest sort.” By this time, Sam was too dazed to speak. Luna nodded at one of the two guards. “Captain Scythe, take Sam, here, to one of the waiting tents.”

“Ma'am,” he nodded in affirmation, escorting the bewildered Sam inside.

“You know,” said Luna to the second guard, “I think we might finally be getting somewhere with this investigation.”

“And so then,” Pinkie was saying, “they were all like 'This is not an appropriate place for a party', and I was like 'yuh-huh!' and they were like 'nuh-uh!', and now I'm not allowed into the graveyard any more.”

The Doctor was already beginning to wonder if he wouldn’t have been better off trying to carry the energy units by himself. He could already feel his strength draining away, and was regretting his attempts to stop the flow of questions by asking his own like a wasp regrets taking a swimming lesson. They were walking through the wood where the Doctor had found the first energy unit. He hoped that more would have landed within the vicinity.

“Now it's my turn to ask you another question!” cried Pinkie Pie joyfully, interrupting his thoughts, and dragging him back to cruel reality. “Ooh, ooh, er… when was your last proper birthday party?”

“Seven-hundred-and-twelve years ago, just as it was the last time you asked. And the time before that. Though it feels like seven-hundred-and-fourteen, now.”

“Then that one doesn't count! I get to ask another!”

The Doctor sighed, resigning himself to his fate.

“What's your favourite colour?”

“Strawberry-aquamarine,” replied the Doctor, dryly. Pinkie didn't appreciate the irony.

“That's one of my favourites too!” she screeched, “Though it's not as good as pink, of course. Your turn.”

“My dear, do you ever shut up?”

“Very rarely! Okay, just let me think of another.”

“Oh, please, no more questions...”

“Just one more?”

“I...”

“Pretty please?”

“Oh – very well. Fire away.”

Pinkie stopped, and rubbed her chin thoughtfully. “Well...” she began, “why is it that the Nestenes use so many energy units? Why not just have the whole Intelligence in one container?”

The Doctor was so surprised that he almost fell over. That was the last question he had expected from anypony, and Pinkie Pie was the last pony he had expected to hear it from. Although, he considered, he hadn't been expecting to hear it at all, so… hold on… he decided to answer the question instead of thinking about it any more. “I'm glad you asked!” he exclaimed “it's essentially a form of insurance. They always dispatch more spheres than they really need, so if any get lost or damaged, they can still proceed with the invasion. If it were all together, they'd be putting all their eggs in one basket, so to speak.” He smiled down at the curious earth pony, deciding he liked her rather more than he had just been thinking, and mentally scrapped the ideas for various torture devices for her he had been mulling over. “Does that make sense?”

“Sure!”

“Splendid. Well, I think we're near enough, now.” The Doctor pulled out a slender silver instrument, covered with minute controls. At its end was a thick disc of metal, perpendicular to the end of the device. From this emerged a flattish black cone, with a silver point at the tip. “Sonic screwdriver,” he said in answer to her quizzical look, “clever little gadget of mine. All done by sound.” He pressed a button, and Pinkie heard a high pitched ululation from the tip. The Doctor held it at leg's length, and carefully rotated his whole body.

“I guess you're trying to get a reading on one of the energy units?” Again, the Doctor had to stop himself from falling over. Pinkie was obviously far more intelligent than he had assumed.

“Well, yes,” he admitted, “but I do wish you'd let me tell you that. I feel a little redundant, now.”

“What? But Doctor, I...” Pinkie stopped, seeing the smile on the stallion's lips, and realising that the Doctor was making a rare attempt at humour. “There!” she said, gleefully, “I knew you'd be more fun once you loosened up!”

“I do not intend to 'loosen up' in the slightest, Miss Pie.” The screwdriver's hum dropped noticeably in pitch. “Ah! Success!” He stowed the sonic screwdriver away and began to head off in the indicated direction. “Neat, isn't it?”

“I suppose you were using reflected sonic waves to detect abnormally regular curves and planes, which would indicate the presence of an energy unit?”

The Doctor fell over.

“Just a hunch!” explained his new companion. The Doctor sighed what he instinctively knew would be the first of many sighs to come.

The almost-pony was no longer controlling Autons. One of them had returned, bringing with it a new energy unit, which the yellow mass of plastic had opened. It was now emptying the molten contents into a chute, which led to a central tank, in which a bubbling, boiling mass of liquid plastic could be seen. As the fresh plastic was added, the watching Nestene – for Nestene it was – almost smiled to itself, despite its definite lack of mouth. The shape of its master was becoming apparent in the tank, the plastic taking on form and substance. “Excellent,” it crowed, delightedly, “only one of the three remaining energy units is required to reach full power. Soon the threat of the Elements of Harmony will be completely removed, and this miserable planet will be ours!” It turned to a screen set in the wall, which gave it a direct link to its subordinate Nestene. “You have your orders. The Doctor's presence means the plans have been altered. Are you clear about what is now required of you?” A single signal of affirmation was returned. “Good. Then be ready.”

Twilight, Rainbow, Fluttershy, Applejack and Rarity were tucking into a freshly prepared – courtesy of a grumbling Spike – tray of food, and, naturally enough, as they ate, they talked. Unfortunately for Fluttershy, and despite all her efforts to change the subject, the conversation veered constantly towards the Doctor.

“Seriously, Fluttershy,” Rainbow Dash was saying, “what I don't get is why you took him seriously. Not trying to be mean and all, but that's pretty gullible, even for you.”

Fluttershy felt awful. With a tremendous effort of will-power, she managed to squeak out “Well, there were just, um, one or two things he did, which, um...”

“Now listen, sugarcube,” interjected Applejack, “Ah get that you were just bein' kind, but Ah don't think that humourin' a madpony will do him any good.”

“Well, um, there was the time that...”

“And darling, couldn’t you have at least warned us? I was expecting a huge disaster, and it turned out to be nothing but – well – piffle!” added Rarity.

“Hecuthimselfanditmagicallyhealed!” shouted Fluttershy in one breath. There was complete silence.

“Um… what?” asked an incredulous Dash.

“That's impossible,” pointed out Twilight, “only a unicorn can use magic, and the Doctor was quite clearly an earth pony. Besides, that would be incredibly powerful magic. Even I would struggle.”

“Well, it happened.” Fluttershy was so uncommonly assertive that even Twilight's scepticism was dulled. “I was coming into the kitchen to get carrots to feed Angel, and…”

It had happened about a week after the Doctor had come to stay with her: one or two days after the Doctor had got out of bed and begun walking around. Fluttershy was planning on chopping up a few carrots, and maybe some lettuce and cucumber, and a couple of cherries – not that she spoiled Angel, of course. She was not expecting to see her guest brandishing a large kitchen knife, poised over his foreleg, which he was resting across her table.

“Doctor! No!” she screamed, rushing across the room towards him – but too late. The Doctor had already sliced deep into his leg, the knife cutting through his fur, skin, muscle and even bone. Bile rose in the back of Fluttershy's throat; she felt like fainting on the spot.

But there was no blood. Before any could escape, swirling yellow energy had leaked out of the wound, and… sealed it up. Fluttershy blinked. She was not mistaken. The leg glowed briefly, and was good as new. A little excess energy drifted off and dispersed in the atmosphere.

“Doctor… what… what?”

“Ah, good morning, old girl!” The Doctor had obviously been completely unaware of her presence. “Sorry about that, just getting rid of some excess regeneration energy.”

“Um…?”

“Oh, well, you see, the excess ought to be released naturally through exhalation, but I'm… well… getting on a bit, these days. Body not working in quite the way it ought to, if you know what I mean. I have to resort to slightly more 'drastic' measures.”

“Do you really have to…?”

“It's that or explode.”

Fluttershy thought for a moment. “You mean…?”

“Literally.”

“Oh my.”

There was silence amongst the assembled ponies. Applejack was the first to speak.

“Well! That Doctor's more full of surprises than a cornered rattlesnake!” No one could think of anything to top a simile like that. There was silence once more, and then Twilight, who had been deep in thought, tentatively made a suggestion.

“You know… I'm pretty sure I remember reading something like this. Way back in the third century, there was an old earth pony stallion who...” Twilight's horn assumed its familiar purple aura, and a similarly illuminated book drifted down from a high shelf. Peering, her friends could make out the title: 'A Studie of the Unexplaynede Hapennyngs of the Moderne Ayge'. Twilight blew the dust off the cover, and magically flicked through the book, searching for a specific reference. “Here! There was an old stallion, named 'Koschey', or 'Koshchei', or something, it's not clear, who had just come to the village of Hoofington. He was seen sword-fighting with a strange, squat knight, with armour that seemed to be made of cloth. He killed the knight, which he called a 'Suntarun', apparently, and disposed of the body, but died of his wounds. But then, a strange energy appeared around his body, and sealed up his wounds, and made his body grow younger and younger, his eyes, mane and coat change colour, and him considerably taller. He spoke with a different voice, but said he was the same pony. He left town shortly afterwards.”

“Well,” chipped in Rarity, “I wouldn’t call it proof of anything. The Doctor didn't actually change.”

“Maybe not,” admitted Twilight, “but it does seem strange. Fluttershy, did you notice anything like,” she read aloud from the book, “'A greate whistlinge Noyse, like unto no Magick ever seene before in Equestria, and a greate Streame of Licht from his Bodie, which shewed us that he could be no ordinarie Ponie'?”

“Well, it wasn't as violent as that. It was just, um, a swirl of yellow light.”

“But look here!” Twilight had flipped back a few pages, and was gesturing excitedly, “fifty years before there was a stallion known as the Doctor! He healed the wounds of an old lady who had helped him trace a… a…” She paused, puzzled. “'Mettal chariote from the skyes'?” she read. “Hmm. But still, there was a cloud of yellow which descended upon her body and rejuvenated her. He said he'd been saving it for just such an occasion. She lived to be one-hundred-and-nine years old! But wait...” Twi's ears flopped, “he doesn't fit the description. This says he's a green stallion with curly blonde hair and 'a coate of manie diuerse colours'.”

“In case you're forgetting, darling,” pointed out Rarity, “that was hundreds of years ago anyway. How could that have been him?”

“Well, he did say he could travel in time.”

“What? We're not all going to believe him because Twilight found some reference in one of her dusty old books, are we?” This last remark earned Rarity a glare from Twilight.

“Y'know,” mused AJ, “maybe we were a mite hasty judgin' him. Ah have to admit, he sure seemed honest enough.”

“Not to mention that a time-travelling pony who could magically heal himself would be super awesome!” added Rainbow.

“And besides,” added Twilight, “there's no magic that can undo death. Whatever it is, it must be incredibly powerful.” She thought for a moment. “Spike!” The little dragon popped his head round the kitchen door.

“Yuh-huh?”

“Take a letter.” Spike obediently pulled out a quill and some parchment.

“Ready!”

“Dear Princess Celestia...”

Twilight outlined the happenings of the last hour, describing the Doctor and his strange magic. When she'd done, Spike sent the letter immediately.

They waited.

Nothing.

“Of course!” yelped Twilight, “She's in the middle of entertaining all those guests! She won't get a chance to read it for ages.”

“Well, she'd probably just tell us it was all nonsense, if you ask me,” said a smug Rarity.

“We're not asking you,” said Applejack, rather bluntly.

As Sam sat in his waiting-tent, he couldn't shake an ominous feeling of dread. He tapped his hooves together, nervously. It wasn't that he was scared of meeting the princess; he was more worried that he would never get to. He just wished he could tell why. Every noise sent shivers down his spine, from the chatting of the guards outside to the whispering of the wind in the trees.

No. He had to pull himself together. He needed to focus on what he was going to tell Princess Luna, who had so graciously granted him an audience. He ignored the guards, who seemed to have stopped talking now, anyway. He ignored the birdsong and the rustling trees, and the hoofsteps as something approached the tent, and the creaking of joints, and the tearing open of the canvas. Wait, what? “T-chok!” Sam was dead before he could look up, smoke pouring from a wound in his side. A dummy stood over him, its hoof-gun extended.

“Destroy!” said the Nestene, from miles away, “Total destruction!”

Obediently, the mannequin fired again. This time, Sam's lifeless body was engulfed in a cloud of smoke, which immediately shrunk down to a single point. Sam's corpse was gone. The Auton turned around and strode through the hole it had just cut in the canvas. It paused to dispose of the guards' bodies, then marched quickly off into the trees. It could already hear noises from the camp as ponies investigated the noises – too late, of course, but self-preservation is high on every Auton's list of priorities in the early stages of invasion. Not all soldiers are keen on heroic acts of self-sacrifice, you know.

“Are we nearly there yet?”

“No.”

“What about now?”

“No.”

“Now?”

“Try a wild stab in the dark.”

“Err… yes?”

“No.”

“Aww...”

“...”

“Are we nearly there yet?”

“My dear Miss Pie, if you ask that question once more, I shall feel compelled to push you into the next river we come across.”

“Oh, there's no river for miles!”

“I was afraid of that...”

“And you can just call me Pinkie!”

The Doctor thought a moment. “Well, if that's what you want, Pinkie.” He thought another moment. “Oh no. No, I don't like that at all.”

“Are we there yet?”

“We are not…” The Doctor trailed off.

“What is-”

“Shh!”

“...”

“I can hear it!” Sure enough, there was the familiar bleeping of a Nestene energy unit.

“We are there!”

“Yes, my dear – well, nearly, at any rate. Unless mine ears deceive me… ah! There it is! Success!” Success indeed. Nestled in the grass, near the edge of the woods, was another sphere. It was surrounded by leaves, having obviously landed in a tree, which explained why there was no crater this time.

“Oooh! Pretty!” Pinkie leant down to tap it with a hoof, but the Doctor quickly smacked it away.

“Hold on! It might be armed.”

“Silly! It hasn't got any arms! Actually, nor do we.”

“It's 'have'. I mean that it could be protected. They do that, sometimes.” He snapped a branch off a tree, and prodded at the sphere. As the wood made contact, the plastic seemed to come alive. It began to seep up the sides of the stick, trying to constrict it. After a few attempts, it grew feeble, and eventually stopped altogether.

“Silly energy unit! Sticks are intended for foals!” Pinkie giggled.

“If you say so, old girl. Now, I think it's worn out. Do you think you could help?”

“Sure!” Pinkie scooped up the sphere in one hoof, and stuck it into her mane. It was instantly swallowed up, her hair springing straight back to its usual position.

“I… hmm. I don't particularly want to know how you hid that,” the Doctor decided. “Come on then!” As he turned round, however, he heard an awful “T-chok!”, and smoke began to pour from a tree trunk inches to his left. Just beyond the trees, standing just up a small hill from them, was an Auton, gun extended, aiming again. Aiming straight at Pinkie Pie. Pinkie looked puzzled.

“Is that a… tailor’s dummy?”

“Oh, crumbs.”

“Uh-oh.”

Author's Note

Next episode: Some Ponies Come to Unfortunate Conclusions

Gee, whizz. More nonsense. If you read this far, you are an angel on Earth. Thank you. I am truly grateful.

Part 4: In Which Some Ponies Come to Unfortunate Conlusions

“Um… Doctor?” Pinkie was frozen to the spot, her eyes wide and mouth open.

“Right.” The Doctor spoke slowly, carefully, knowing full well that Pinkie's next move could be her last. The Auton stood motionless, surveying the scene. “It's obviously not under direct control or it would have recognised me and attacked.”

“What does that mean?”

“That it'll be a bit… well, for want of a better word, thick. It's completely autonomous at the moment. If it were being controlled be a Nestene, we'd be a couple of piles of ashes. Well, corpses, anyway.” Pinkie's mane began to droop. “No, don't worry! It probably won't even notice us unless we move, and it won't want to waste energy by missing us. Just stand terribly still. All right?”

Pinkie's left eye began to twitch nervously. Standing still? That was probably her least favouritest thing in the world! The dummy began advancing down the mound. However, as it was keeping its gun-leg stiffly out in front of it, it made slow progress, edging down the grassy slope little-by-little, pausing here and there to regain its balance.

“Doctor?” whispered Pinkie, as loud as she dared.

“Yes, my dear?”

“How's it going to reach us at that speed? It's going super-slow!”

“Oh… ah! Right! Yes! It can't run with its gun out! We can run, and should. Forgot about that, sorry.”

“Don't worry!” A smile began to creep back onto Pinkie's face. “I forget things like all the time! Like, this one time, I forgot to sleep for three whole days! Then I thought, hey, why not solve the problem and have fun at the same time? So I had a giant slumber party, but I...” Unthinkingly, Pinkie allowed herself a single excited jump into the air. “T-chok!” Another blast from the mannequin, which was almost at the base of the mound now, sliced over her head, narrowly missing her hair. She let out a shriek, and dashed into the trees, the Doctor hot on her heels.

He had been quite right. The Auton simply couldn't keep up. As they galloped, they could hear the sounds of its shots glancing off trees fading away into the distance. As soon as he was sure they were safe, the Doctor collapsed into a wheezing heap at the foot* of a tree.

“I… can't run… another step...” he gasped. Pinkie, who had long since given up running in favour of her usual four-hooved springing, looked surprised.

“Aw, c'mon, Doc! I'm just warming up!” She continued bouncing, now in a circle round the exhausted Doctor and his tree.

“I've only just regenerated, you know.” The Doctor began to grumble. “I haven't had a chance to build up any strength. This sort of thing takes a while at my age.”

“Your… age?” Pinkie stopped bouncing (thank goodness, the Doctor was beginning to get dizzy), and screwed her face into a confused knot. “You can't be much older than me. Hey, when is your birthday? Ooh, I get another birthday to plan for! And I'll have to throw you a welcome party!”

“I can assure you, I am a great deal older than I appear. Now, let's have an end to this foalish nonsense!” The Doctor stood up, dusting himself off. “We need to get back and warn your friends. The Autons are active. It might only be a few days before they're ready.”

“Ready to… attack?”

“Exactly.”

“… and when we went to summon him, as you ordered, m'lady, we found his tent empty.” Princess Luna, now accompanied by the recently teleported Professor Crater Mass, was being lead down a tent-corridor by Captain Arrowfeathers: a loyal member of the Night Watch, if a little over-zealous when it came to security.

“Well, thank you for alerting me, Captain. Do you have any idea how he left?”

“The guard on the interior door fell asleep, for a start. But Private Proudhoof and Private Precious were patrolling outside, and they've not reported for duty since. Besides, his tent was cut open. With respect, I think the whole story was made up in order to gain access to our camp. He's probably a spy of some sort. With your permission, your majesty, I can order a two-hundred-pony-strong sweep of the surrounding area, and…”

“That won't be necessary, thank you, Captain.” Luna smiled wearily.

“But, highness! The danger of spies cannot be understated, and I...” The party halted at the entrance to the waiting-tent.

“Captain, this is, I believe, the seventy-ninth time this year that you have alerted me to the dangers of spies?”

The captain nodded, dumbly.

“You may now consider me fully alerted. Dismissed, Captain.”

“But...”

“Dismissed.”

The captain turned and angrily stumped off down the corridor, muttering about the threat of espionage in today's military, and about a princess he had once heard of who had ignored the advice of her subordinates and whose secret diary had gone missing. Luna, meanwhile, turned her attention towards more important matters. She didn't have time to listen to a paranoid soldier's ramblings, and besides, she knew perfectly well that it was Celestia who had stolen the diary.

“Professor? If you would?” The professor snapped out of his day-dream, and leapt forward to open the tent flap for the princess, apologising profusely. Luna allowed herself a smile. Crater Mass's determination to be both a scientist and a gentlecolt was often entertaining, and usually disastrous.

Together, they examined the tent in which Sam had been kept. It was smallish and round, no more than a couple of yards across. The bench on which Sam had been seated had been knocked over. The back wall of the tent had been slit open, leaving a hole easily large enough for a pony to climb through. Aside from these, there were no clues as to Sam's whereabouts.

Professor Crater Mass stroked his chin, thoughtfully. “This is just as I thought,” he said finally.

“What is?” Luna looked surprised – she certainly had no idea what had happened.

“That I would have no idea what happened.”

“Well, now,” said Luna, tentatively, “just look at how the canvas has retracted. I believe… oh, goodness. This tent was torn open from the outside.”

“You mean that Sam didn't try to escape, but that...”

“Somebody or something came in to get him. And the guards, probably. But why did I not hear it? I have the area under a blanket listening spell.”

“It seems that whatever or whoever it was was able to cancel your spell, at least in this area.”

“Which means that it has powers rivalling alicorn magic.”

“With respect, majesty, I feel we have no option but to inform your sister, guests or not.”

“NO!” The bellowed reply caught Crater Mass off-guard, and he was knocked back by the sheer force… right into what looked like a small pile of ashes, next to the upturned bench. Forgetting Celestia for the moment, he stood up and poked them.

“What in Equestria is this doing here?”

Luna levitated a small portion of the ashes, and quickly cast a scanning spell. “Oh my stars...”

“Princess? What's wrong?”

“These are no ashes. This is Sam.”

“I… what?” The Professor turned an exquisite shade of green.

“All the moisture in his body has been removed, and the remains super-compressed.”

“Who could…?”

“I shudder to think. Nopony would create a spell that could do that. I know. I've seen everypony's darkest dreams.”

“Then we have to inform your sister. I'm sorry, your highness, but...”

“Absolutely not. I forbid it.”

“But why?”

“I… have my reasons. You will not question me!” Luna was shouting, now. “The perception disruption spell I have most graciously placed on thy body should prevent ponies from recognising thee as the bungling pony who came close upon the evaporation of an island! What if I were to remove this spell, hmm?”

“I… I...”

“BE THOU THEN SILENT!”

“Princess… I hate to be frank, but… well, all in all, you're not acting like yourself.”

“Do you doubt that I have any but the best intentions?” Luna spoke more softly, but still with a tinge of ire at the back of her voice.

“I...” Crater Mass wrestled with his conscience. On the one hoof, Luna was talking like a different pony altogether. Perhaps she was ill, and needed help. On the other, Luna was the pony who had been prepared to give him a second chance, almost to sweep the past under a rug, and had offered him the position of her personal scientific advisor, as well as the head of half-a-dozen of her research departments. His loyalty, unsurprisingly, ran deep. “Of course not, princess.”

Twilight was poring through a hefty tome entitled “Museums Through the Ages”. It was one of her absolute favourites, a tenth birthday present from Princess Celestia. The book was magically condensed, in order that it could contain an enormous appendix: an exhaustive list of every museum exhibit ever displayed on record.

“Here!” she squealed, “I knew I'd seen something like this before!” Her friends had all long since departed: Rainbow to her cloud clearing, Rarity to her new dummies, Applejack to her chores, and Fluttershy to her as-yet unfed animals.

“What is it?” Spike wandered through from the next room, apron skewed and duster jauntily akimbo.

“I realised I'd seen something like that 'energy unit' the Doctor mentioned before. I was right!” She galloped over to Spike, thrusting the open book into his face.

“Whoa, Twilight, slow down!”

“Look, there was an exhibition of the unexplained about forty years ago. One of the exhibits was a sphere, exactly like the one the Doctor described. And look here! It actually went missing, and was found in a corner, having apparently rolled there of its own volition!” Twilight's eyes clouded over. “I've just got to examine one of these...” At that moment, the door to the castle library was flung open. A pink blur whizzed into the room and knocked Twilight onto her back, and was closely followed by a perturbed – and tired-looking – Doctor.

“Twilight!” screamed Pinkie, her muzzle pressed against Twilight's, “there's a horrible nasty thing in the forest that's messing up pony's manes and burning down trees! We urgently need a supply of wigs and acorns!”

“Pinkie… what?”

“Princess Sparkle,” announced the Doctor, “it gives me great pleasure to present to you: a Nestene energy unit.”

Twilight's wings fluffed up in her excitement, and she dashed over to the Doctor.

Nothing happened.

The Doctor coughed. “Um, Miss Pie?”

“Oh, yeah!” Pinkie giggled. She reached into her mane, and pulled out the still pulsing sphere. It was accompanied by a shower of wrapped sweets, lollipops and an entire chocolate cake. She handed it to Twilight.

“Now then, will you accept that I was telling the truth?” A touch of smugness crept into the Doctor's voice.

“Well… maybe. But I'd like to run one or two tests, first.”

“Be my guest, your majesty.”

“Please, Doctor, there's no need to be so formal.”

“I beg to differ.”

“I...” Twilight couldn't really think of a reply to this. Instead, she decided to try and put her mind at rest. “Doctor?”

“Yes?”

“There's no immediate threat, is there?”

The Doctor smiled reassuringly. “Not really. I've set my sonic screwdriver to scan for Nestene energy output, so we'll know when they've reached full power. Besides, they don't know I'm here. They won't hurry, so why should we? All the same,” he continued, “I'm a little surprised at how calmly you're handling this situation.”

“Well, to be honest, this is just the sort of everyday thing we deal with here. We're all just sort of used to it, I guess.” She glanced over at Pinkie, who was trying to persuade Spike that the best way of doing housework was making a bigger mess to begin with. “Everypony is behaving perfectly normally,” she chuckled.

“You suddenly seem abnormally inclined to believe me.”

“Let's just say some research has shed some light on the matter.”

“This sort of thing happens a lot, you say?” Twilight nodded. “You know, I think I might enjoy it here after all.”

The princess smiled. “I hope so. I'm always happy to welcome new subjects.” She turned to face her friends. “Pinkie, Spike, could you tell the others to meet me in the town square in an hour? I may have to make an announcement.”

“Right-away, Twilight!”

“Okie dokie lokie!”

“In the meantime,” the Doctor said, “I'll need some rest.” He was right. He was clearly still a little out of breath. “I'll head back to Fluttershy's cottage, I think.”

“Then there's no danger?”

“Oh no. I'd say they can't have more than there or four energy units yet.”

The Doctor was wrong, of course. The Nestenes were completely aware of his presence. They also needed only one more energy unit, which the Nestene Invasion Director had every intention of retrieving. “Units Four and Six, you will collect the final unit!” The two mannequins nodded their understanding, and left. The Nestene turned its attention once again to its subordinate. “You know the next stage of the plan?”

“Of, course, director,” she nodded.

“Excellent. Then you will carry it out immediately.”

“I shall. I am worried, however, that I may be suspected. Some of the ponies are questioning me.”

“It matters little. Soon this pathetic planet, and all the miserable little ponies on it, will be no more.”

*The Equestrian word 'foot' (meaning a tree's protruding roots and base) is of extremely obscure origin. There are some who hold that it comes from the word 'fute', as in refute, and stems from the alleged story of the Great Pony, Doctor Saddle Johnson, disproving the argument that the whole universe was merely an illusion by kicking at the base of a tree and crying “I refute it thus!”. Others hold that it is a reversed spelling of 'toof', although these ponies tend to clam up when someone thinks to ask what 'toof' actually means. A few even insist that it drifted through from a parallel universe, where a 'foot' is a term for some revolting body part of a horribly disfigured species. Being a pony is far more complicated than a few simple-minded human observers might imagine.

Author's Note

Next Episode: If a Mare Seems Too Odd to Be True, She Probably Is.

UPDATE: It's only just occured to me that that thing at the bottom is a 'footnote'. Geddit? Well I thought it was funny.

Part 5: If a Mare Seems Too Odd to Be True, She Probably Is

The late afternoon sun shone through the trees of a small wood near Luna's camp, spattering the forest floor with freckles of sunlight. The air was thick with the smell of tree bark and grass. Here and there, a rabbit would poke its head out of a hole, scamper across the ground a few paces, and dart into another. An elderly squirrel was arguing with his wife about where to bury the nuts. The pair of ponies walking through the woods were totally oblivious to all this, for they were engaged in heated discussion. They had started arguing at the camp, and had not stopped since – they were barely aware that they had entered the forest. On the left, Her Royal Highness Princess Luna of the Night. On the right, Professor Crater Mass, accomplished scientist and master spell-caster. They were about to stop arguing, however, having been distracted by something far more interesting. Just listen.

“With respect, if we don't contact Princess Celestia, she'll only be furious later.”

“Professor. If you say 'with respect' once more, you may consider yourself dismissed from your post.”

“I...”

“Shush!”

“What?”

“Be quiet! I can hear something...”

“I can't hear anything but birds, your majesty.”

“Not through my ears, Professor. Something out there is emitting a telepathic signal.” Luna's horn began to glow as she tuned into some strange psychic… stuff. Mass racked his brains, trying to come up with an appropriate spell. He seized on an obscure incantation he vaguely remembered from an old book, and cast it. He could almost… what was that? A strange, rhythmic regular noise, totally alien, but also somehow familiar. Could it be… sobbing? There was a definite loneliness to it, and fear, too. Looking around for the source of the 'noise', he realised that Luna had already begun to walk in its direction. He followed at once, breaking into a trot to keep up with Luna's long-legged stride. As they neared the source, Crater Mass realised that there was now a real noise accompanying the psychic feed. It was an electronic ringing. It sounded a little more familiar, as Crater Mass was used to being surrounded by all sorts of bizarre computers and other machines.

Finally the pair came upon a small crater. It was surrounded by leaves and twigs, as though something had smashed through the trees above it; a quick glance upward confirmed this theory. Both recognised the crater's creator, which was now its contents. It was vaguely spherical, about three hooves across, and pulsing with light. It was one of the meteorites they had been observing.

“My stars,” whispered Luna, “I was so engaged in our argument that I forgot all about why we had come.”

“You know, I know it sounds silly, but I get the oddest feeling that it's… alive, almost.”

“It is. I'm sure of it. We need help.” Luna straightened up from where she had been kneeling in front of the sphere. “We need to call UNIT.”

“UNIT?”

“A special branch of the armed forces set up to deal with alien...”

“I know who they are, your highness. I just wasn't aware they'd ever been used.”

“Oh, they have. Top secret, of course. We can't have just anypony knowing what a target this planet is.”

“You mean… this isn't the first time aliens have been here, is it?”

“Absolutely not. I hope someone there has an idea of what in Equestria this thing is.”

“I don't wish to criticize, your majesty, but… well, surely, with the Elements of Harmony already here, we could rely on them. Surely calling UNIT to the same town as you and the Elements is putting all our eggs in one basket.”

“What is your point, professor?”

“If anything were to happen, ma'am, Equestria would be left almost totally defenceless.” The professor glanced up at Luna. Was she… was she smiling?

“That, professor, is a risk I am willing to take.”

“And so,” finished Twilight, “my tests show conclusively that not only is this sphere of alien origin, but that it is also a living creature and...” she hung her head, “a source of pure energy.” The Doctor stood next to her, a wide 'told-you-so' grin on his face. “I firmly believe now that the Doctor was telling the truth.” The Doctor's grin widened. Around them, the ponies in the town-square went about there usual town-square business: shopping, talking, sitting and walking. Twilight gulped. She had some rather bad news for them. Before she told them, though, she wanted to see how her friends would react.

“Well, if Twilight believes him, that's good enough fer me.” Applejack beamed at the Doctor. “Sorry about earlier. Guess Ah wuz a bit too judgemental.”

“Quite all right, my dear. It's quite an honour to meet the legendary original bearers of the Elements of Harmony. I was in such a temper before that I didn't really appreciate you all stopping your work to come and listen to this old fool.” He gestured towards himself. “Thank you, all of you.”

“Old?” queried Rainbow Dash.

“Never mind that now.”

“I think we all owe the Doctor an apology,” insisted Rarity. The others nodded in agreement.

“All except me!” pointed out Pinkie.

“Well, we'll get to that later,” continued the Doctor. “We must collect as many energy units as possible before the Nestenes do.”

“Um… those are those sphere things, aren't they?”

“Quite right, Miss Fluttershy. I don't know how many they have, but they can't have many yet. After all, I would have come across one of the units before today if they'd been around for a while, wouldn't I?”

“But Doctor.” Fluttershy looked worried. “That was your first time walking through those woods. You'd only been around the house before then. You said you wanted somewhere nopony else ever went, and woods was all I could think of.”

“...Ah. Well, in that case, they could be nearly ready, I suppose. Ah. But they can't be ready to attack just yet. Otherwise, this would have alerted me.” He pulled out his sonic screwdriver, and gave it a tap. “All the same, can't hurt to do a quick scan.” He expertly manipulated the tiny controls. The screwdriver emitted its familiar buzzing noise. “Oh...”

“What is it?” asked Twilight.

“Looking at the energy being emitted, I'd say they only need one more.”

“What?” Looks of horror crossed the faces of the assembled ponies.

“Where are they?” asked Rarity, aghast.

“Can we stop them?” added Fluttershy.

“Well, the signal's strong enough, but I'd need a cross reference to get a fix on the location of their base. Give me a little while and I should be able to...” He was cut off mid-sentence by an unearthly “T-chok!” The stall behind him burst into flames, the owner flinging himself out of the blaze in the nick of time. “Run!” shouted the Doctor. Ponies all over the square erupted into panic. Mothers gathered up their children and bolted. Stallsponies abandoned their wares and fled. “You lot! Back to the castle!” They ran across the square, but found their way barred by an Auton. The other three streets were similarly blocked, but the Autons were not concerned by the townsponies. They seemed focused on the Doctor and his friends, and were pushing their way through the fleeing ponies towards them. Twilight lowered her head, and prepared to cast the most devastating offensive spell she could think of that wouldn't take half the town with it. A blast of purple-white energy caught the Auton squarely in the face. But instead of toppling to the ground, it seemed only to grow bigger.

“What? That should have blasted it to smithereens!”

“Oh, sorry, I should have said. They can absorb magical energy.”

“And you didn't think to mention it?”

“I said sorry, didn't I?” The Auton, crackling with energy, was raising its gun. Twilight realised that the full force of her attack was about to be directed straight back against her. Before it could fire, however, the Auton was engulfed in flame. Being made of plastic, it simply melted away into a puddle of yellowish goo. The ponies looked down at the flames' source to see Spike, smiling proudly.

“Guess magic ain't all that,” he grinned. Their triumph was shot lived, and Spike's congratulations interrupted. The other Autons were almost upon them, and the puddle was beginning to creep back into a solid form.

“Run,” shouted the Doctor, “before it reforms itself!” They didn't need telling twice. The four bolted down the streets of Ponyville. “Don't worry,” he gasped, “they can't run and shoot at us!” As he spoke, he noticed a quiet buzzing noise. Pulling out his screwdriver, he identified it as the source. “Oh, dear. They're at full power, now.”

“Do I want to know what that means?” groaned Twilight.

“Probably not very much,” admitted the Doctor.

“Oh, so it won't make a lot of difference?”

“No, I mean you don't want to know very much.”

Behind them, the lead Auton folded up its hoof gun, and began to chase at a gallop. The others followed suit. It spoke, its voice a hoarse croak.

switching to primary weapons system

Its muzzle fell away on a hinge, as its hoof had done. From behind it, a much larger gun extended, a couple of inches across. It fired once, and a whole cottage was engulfed in flame.

“This calls for serious action.” Twilight gritted her teeth. “Spike, mount up.”

“Right.” Spike jumped onto her back. “Are you planning what I think you're planning?”

“I hope so.” Twilight extended her wings and leapt into the air, flying a few inches above the ground. With a flash, she was gone. With another, she reappeared behind the four Autons. “Now!” Before the Autons could stop, Spike had let loose a torrent of flame. The mannequins simply collapsed in on themselves. Twilight teleported back to the others. “That should buy us some time.”

“Oh, well done!” The Doctor looked delighted. “An excellent display of lateral thinking, and...”

“Later, Doctor!”

“Ah, yes. Sorry.”

By the time the Autons had reformed, they were almost at the Friendship Castle. Rainbow dashed ahead and opened the doors. The friends ran inside, and Twilight summoned up her last reserves of energy to cast a protective bubble spell around the castle.

“That won't hold them for long,” the Doctor warned her.

“That's okay. We just need a little more time to figure out how to stop them.”

“What were those things, anyway?” Rainbow Dash was hovering above them, her forehooves folded.

“Autons, of course! Weren't you listening during my extremely interesting lecture?”

“Not really,” admitted the pegasus, “I was mostly just trying to come up with insults to use at the end.”

“Just a moment, there,” Applejack interrupted, “Ah don't want to sound silly at all, but weren't those an awful lot like tailors' dummies?”

“Oh, I knew that the whole time!” said Pinkie. “I… oh, I see what you mean.” She narrowed her eyes and peered at Rarity suspiciously. “Is there something you think you should tell us, Rarity?” She pulled out a magnifying glass and false moustache, which she proceeded to twirl.

“Don't be ridiculous, Pinkie.” Twilight trotted over and removed the moustache. “Nopony's saying Rarity has anything to do with this.”

“Well,” Rarity admitted, “I'm afraid that, for once, the stupid one is quite right.” Smiling, she raised a forehoof. With a buzz, the end fell away, revealing a weapon.

“Rarity?” Twilight stared in disbelief.

“Oh, no...” muttered the Doctor.

“Now then,” said the Nestene. “Backs against the wall, and no sudden moves, or I'll shoot whoever's next to you.” She smiled. “I think I'm going to enjoy this.”

Author's Note

Next episode: The Autons Attack

Short chapter, I'm afraid. It would have gone on, but I like the cliffhanger, so there.

Part 6: The Autons Attack

“It's 'whomever'.”

“I beg your pardon?” Rarity's Nestene imposter looked confused. This was not the reaction she had been expecting to her big revelation.

“The one shot is the direct object of the verb 'to shoot',” explained the Doctor, a small smirk dancing across his lips. “Therefore, we are in the accusative case, and 'whomever' is preferable to 'whoever'.

“This is not the...”

“He's right.” Twilight looked rather pleased to find a fellow stickler in the Doctor. “It's a point often overlooked, but the pleasure of...”

“Silence! You are my prisoners! Or perhaps you would like me to relieve you of a limb or two?” She glanced casually down at the gun she had levelled at them.

Twilight looked fascinated. “Doctor, is this a real Nestene?”

“Indeed it is, my dear. You're quite the perceptive pony, aren't you?” Twilight flushed with pride. “I think we'd better do as she says, ladies,” Continued the Doctor. “She's obviously not done this before.” The Doctor backed slowly towards the wall. The others followed. “Now, perhaps you'd like to explain your brilliant plans for taking over the world, and laugh evilly about them for a bit? That's what they usually do at this point.”

“I am no petty villain, Doctor. I am a warrior of the Nestene Consciousness!”

“Oh, you know who I am? Now that, I admit, is surprising.”

“You see, Doctor? Now you fear me.”

“Hardly. I'm just curious to know why you didn't try anything sooner.”

“We only became aware of your presence earlier today, when an Auton scout found you in the woods.”

“Now wait just a minute, y'all. Ah'm beginning to get a little lost, here.” Applejack stared at 'Rarity' and swallowed. “Ya don't mean that Rarity's been some imposter this whole time, do ya?” She looked genuinely worried. Indeed, this went for most of the others. Fluttershy was clearly on the verge of tears, Rainbow and Pinkie were staring wide-eyed at the Nestene, and Spike had curled himself into a quivering ball. Twilight was shocked to feel her emotions, which had so far been buried underneath scientific curiosity, come flooding back to her in a rush.

“Wh… what? You don't think…?”

“Of course not!” snapped Rarity. “Your friend was captured and duplicated. I am the result.” She struck a flattering pose. “And quite an attractive one, if I say so myself.”

Rainbow Dash snarled “If you've done anything to her I'll...”

“She is in perfect health. It is far easier to maintain a copy if one has a connection with a living template… though not impossible. We therefore have a hostage, and I would not recommend that you put her life in any further danger by disobeying.” She turned to Twilight. “Disable the barrier outside this castle.”

Twilight obviously considered defiance, but remembered her friend's plight. With a sigh, she lowered their only protection against the Autons outside. Rarity crossed to the castle doors and admitted the four automata. They stood at one side of the entrance hall; a menacing presence that the ponies found hard to ignore.

“Can I ask a question?” Twilight had stuck her hoof in the air like an excited school-filly, but without the excitement.

“May I...” whispered the Doctor to her.

“May I ask a question?” she corrected herself.

“Ask away,” said the Nestene, “I must transfer control of these four to the Nestene Intelligence, and that will take a little while.”

“Wait, you were controlling those things?” asked Spike.

“Yes I was.” She glared at him. “And it caused not a little pain when you melted them, I might add.”

“Sorry… wait, no I'm not! Er… I'm confused,” he admitted, finally.

“So how come the Nestene Intelligence was ready so quickly?” The Doctor decided to ask one of his questions, much to the irritation of Twilight, who hadn't asked hers yet. “I didn't expect you to find so many energy units within one day.”

“Careful planning, Doctor. We have learned from our mistakes of the past. We have had a Nestene, the Invasion Director, in charge of a new plastics factory for over a year, now. It was simple to duplicate and replace the real owner. Next, he created an army of Autons, mostly operative in Canterlot as shop-window dummies, tailor's dummies… you get the idea.” The Doctor nodded, distractedly. “We knew that Equestria's strongest defence was the Elements of Harmony, and therefore our plan was to replace the bearers with Nestene duplicates, then use them to put the princesses out of the way. I was the first, created in secret at the factory. We knew that the mare Rarity would require tailor's dummies, so we placed adverts in some of the more fashionable magazines, and she ordered six immediately – all Autons, of course. They arrived three weeks ago. They neutralised her, and I arrived in Ponyville shortly afterwards. I took a complete scan of her memories, and took her place. No one suspected a thing. Next, we carefully planned the landing of the energy units. We needed nine, but organised eleven.”

“Said so.” The Doctor looked smug.

“We planned them on a night when we could hide them in the storm – thank you, by the way. It was an absolutely gorgeous storm. I don't think anyone in Ponyville spotted them.”

“Why, you...” Rainbow Dash's rage was etched across her face, and she had Rarity fixed in a death glare.

“We even planned the locations for them to land. Everything was organised perfectly. In the space of one day, we've successfully assembled a portion of the Nestene Intelligence at the Carousel Boutique.”

“Hold on...” Spike was clearly perturbed by talking to a duplicate of one of his best friends. “Why did you decide to tell us about your new dummies this morning. I mean, if you'd had 'em weeks and all.”

Rarity rolled her eyes. “Haven't you been listening? We sighted the Doctor in the woods. Our plans were thrown into disarray. He was far too unpredictable a presence.”

“Oh! Thank you!”

Rarity glared at the Doctor. “I didn't intend it as a compliment,” she said icily.

“I'm sure you didn't.”

“In any case, we observed him finding an energy unit. We knew he'd come here sooner or later, so the Director wanted me there first. He's come down from Canterlot especially to see you, you know. You should be honoured, Doctor. I needed an excuse to visit, and the dummies seemed as good as any. Rarity does get excited about the silliest things.”

“Don't ya go talkin' 'bout our friend like that,” glared Applejack. The Nestene ignored her. “You listen to me when Ah'm talkin'! Do you mean to say that you've been parading around looking like Rarity this whole time, eatin' with us, playin' with us, workin' with us?”

“Why, of course, darling! It really was incredibly simple. After all, I had all of Rarity's memories, and you are all terribly easy to get on with. I almost wished I could stay a little longer...”

“You… you… snake in the grass!” snarled Applejack, furious at the deception.

“You toad in the hole!” added Pinkie, not to be outdone.

Twilight looked a little cross, and quite upset. “You've literally answered every single question I wanted to ask,” she complained.

She was cut short in her regrets by a croak from an Auton:

changeover complete – now under control of intelligence – maximum power attained

“Excellent.” 'Rarity' cast a glance over her prisoners. “Although we will not be able to replace you and destroy the royal family as we originally intended, you may yet be of some help to us.”

“If you think we're going to help you,” barked Rainbow Dash, flying close so that her nose touched Rarity's, “you can just...” She was cut short as Rarity sighed and jabbed her gun in Rainbow's face. Rainbow gulped, landed, and resumed her position by the wall.

“Rainbow, darling, whatever gave you the idea that you would have any choice in the matter?”

“I'd be careful, if I were you,” advised the Doctor. “You haven't won yet, you know.”

“On the contrary, Doctor!” As Rarity spoke, her horn began to glow, and an image magically appeared in mid air before the astonished ponies. It showed a scene in what was clearly the shopping district in Canterlot. Autons, often still clad in their display clothes, were smashing through windows and rampaging through the streets, shooting at everything that moved. They were all firing their muzzle-cannons rather than hoof-guns, and the streets were littered with the bodies of dead ponies. As they watched, horror-stricken, a grey earth-stallion with a moustache came charging out of a shop, fleeing for his life, and was gunned down by two Autons at once.

“Mmm. Rarity will be pleased,” remarked not-Rarity. “He owned the shop she was hoping to rent.”

“You… you monster!” The Doctor was plainly furious.

“How… how can you do that?” Fluttershy finally gave in. A salt waterfall of tears cascaded down her face as she let out little sobs. Applejack rushed to comfort her, glaring at Rarity. Gradually Fluttershy's tears stopped, and she gave in to coughing. Before them, fires had sprung up, and several Canterlot properties were being incinerated.

“Yer just plain sick, no doubt about it.”

“Oh, do be quiet, you dull little ponies. That's just a recording from an hour ago. Imagine the chaos now, hmm?” The image disappeared. The castle door burst open, and four more Autons walked in. “Ah, I see my back up has arrived. Join the others at the back, boys.”

“Hold on,” Twilight said, doing a quick head-count, “that makes eight. You said there were six.”

“The Intelligence has already started producing more. Unfortunately, that takes a little more energy than it can create itself,” – she grinned evilly – “which is where you come in.”

“Um… I… oh my.” Fluttershy was sitting on the floor in a ball of scaredness. At these words, she curled herself even tighter.

“You will be drained of your life-force to feed the Intelligence. Don't worry, it won't hurt a bit.”

“Seriously?” Rainbow Dash raised an eyebrow.

“All right, of course it will hurt. A lot. But keep still, and I promise it won't hurt for long.” She grinned at them malevolently. “Take the Doctor first.” This last was casually directed at two Autons, who obediently crossed the hall to the Doctor. They raised their forehooves – their left ones, this time – and the ends fell away, but instead of guns, they revealed wicked blades, which began quickly to rotate. “Regrettably, we do have to make a small incision or two. Auto Plastics apologises for any inconvenience caused. Brace yourselves.” The two Autons advanced menacingly. The remaining six stepped forward and trained their muzzle-cannons on the other ponies.

The Doctor gulped. This did not go unnoticed.

“Don't be scared, Doctor. If you feel our services could be improved in any way, why not make use of our newly installed suggestions box?”

“T- Twilight,” whispered Fluttershy, “can't we do anything to help him?”

“Not without being shot by those things… I don't think-”

Before she could finish, the door burst open once again. A group of a dozen ponies clad in khaki combat gear charged in, carrying what looked like enormous metal cylinders, so heavy that each required two ponies to carry it. Before the dim-witted Autons could react, the soldiers pressed switches on the side of the devices. Torrents of energy streamed out of the ends, each one fixing on an Auton, and quite literally pulling it apart, tearing it limb from limb, into smaller and smaller chunks. The soldiers were followed through the door by Princess Luna and an unfamiliar salmon-coloured unicorn stallion. The princess seized the two remaining Autons in a magical aura, allowing the soldiers to take aim again and destroy the survivors. Luna then fired a beam of magic at the astonished Rarity duplicate, freezing her to the spot.

“Princess Luna!” Twilight dashed forward to greet the new arrival.

“Princess Twilight, I trust you are not...” Luna trailed off as she cast a glance across the room. “Doctor?”

“Luny! You recognised me!”

“Good Doctor, you have an ambience that it is not easy to forget.”

“What in the world are you doing here, old girl?”

“Professor Crater Mass here noticed some strange meteorites last night. We came to investigate.”

“What?” Twilight stood before her, mouth agape. “Luna, I had no idea...”

Luna looked awkward. “Perhaps I should have told you sooner. It was only when I found one that I realised that the threat was alien. I teleported to UNIT Headquarters with one of them, and they told me that it was a Nestene energy unit. They provided these soldiers and anti-Auton guns.”

“Ah, yes.” The Doctor chewed his lip thoughtfully. “You were, ahem, absent during their last incursion, weren't you?”

“Quite. I had never heard of them. They were in the process of equipping this division when the Autons started attacking in Canterlot. Celestia and UNIT now have the crisis under control.”

“Excellent,” responded the Doctor. “That should buy us a little time. But really, Luna, you should have told me you were here. I've spent ages trying to convince this lot that I'm not a madpony.”

“Why did you not try to contact me? I could have vouched for you.”

“Ah. Well. I'll be honest. Sort of forgot you weren't still on the moon. History not my subject. Sorry.”

“It is indeed fortunate that I thought to come back. I knew that we would need the Elements, but when I arrived I heard that you had been chased into your castle by these… 'Autons'. Luckily, I had brought a small taskforce with me.”

“Lucky indeed,” agreed the Doctor. “Luna, what is the situation in Canterlot?”

“We have cordoned off the area in which the Autons are attacking. We are preparing to march in and destroy them.”

“That's just what they'll be expecting. By the time you're ready, the Nestene Intelligence will be powerful enough to obliterate your forces.”

“Then what can we do, Doctor?”

“We have to strike now at the Carousel Boutique.”

“Why there?”

“They've been using it as their base of… look, there isn't time for me to explain all this. I'll bring you up to speed. Contact.”

“Contact,” said Luna her horn beginning to glow.

“Right.” Both closed their eyes in deep concentration.

“Psst!” whispered Rainbow Dash to Twilight. “What's going on?”

“As far as I can tell, they've set up a magic-assisted telepathic link in order to exchange...”

“Err, the non-egghead version, please.”

“Oh, um… they're sharing memories. Telling each other what's been going on.”

After a few moments, Luna and the Doctor were finished. Luna turned to the still-frozen 'Rarity', and looked her up and down.

“Well, that explains why there is suddenly a Nestene version of poor Rarity.”

“Hold on,” Twilight interrupted, “how come you two know each other?”

“Well, bear in mind that I'm a time-traveller, Princess Sparkle.”

“Suffice it to say that he and I have a long history of friendship. Celestia will be delighted to see you, Doctor.”

“Oh dear...” Twilight looked glum. “Princess Celestia must be rather shocked by all this. I tried to contact her before, you see, but she was so busy that she didn't read my note. I'm afraid I… oh dear, I'm so sorry, Princess Luna. I should have contacted you. I suppose I still think of Princess Celestia as my mentor, and… well, I never really thought of… I'm sorry.” She gazed up at the princess, eyes wide as saucers. Unsurprisingly, Luna found it hard to be cross, and besides, she didn't really want to be.

“That's quite all right, Twilight. I should have told you the real purpose for my visit. The truth is that I have been feeling a little… well, unnecessary. You and Celestia seem to be the ones who always save Equestria and rescue ponies from the jaws of death, and I usually find myself curing a few ponies of nightmares, or solving friendship problems. I just wanted a chance to be the heroine, for once. I should apologise to Professor Crater Mass, too. I'm afraid I was so determined not to get you involved that I was rather rude to him. I'm sorry, Professor.” The professor looked up from a charred chunk of Auton that he was examining.

“Oh, how kind!” He was clearly unaware of the entire conversation. Twilight was a little more touched.

“Oh, Princess, I'm so sorry. I had no idea you felt like that.”

“Please, Twilight, call me Luna.”

“Of course, Luna.” They smiled at one another.

“Look, before all this gets too soppy, I'd like to point out that the kingdom is still under attack by an army of super-powerful robots.” Rainbow's interjection took the Princesses by surprise, particularly since she and the other Element Bearers had been keeping quiet up till then.

“That's a good point!” The Doctor turned to Twilight. “Your majesty, I require use of your laboratory post haste or forthwith, whichever is the sooner.”

“Of course, Doctor – and do stop calling me 'Princess Sparkle'. Twilight is fine.”

“Very well, Miss Sparkle.”

“No, I… never mind. It'll do for now.”

“Splendid. Any chance of a helping hoof, Professor?” The professor looked up from a surviving Auton weapon that he was poking with a thermometer.

“What? Oh, yes, gladly!” He and the Doctor headed for the basement.

“Oh,” shouted the Doctor over his shoulder, “before I forget, feel free to question that Rarity duplicate, but don't forget to sever her link with the Intelligence, Luna!”

“Thank you, Doctor. I shall remember.” She turned to Twilight. “Do you think you could do it for me? I have already had to manage one extremely long-range teleportation spell today.”

“Of course.” Twilight levelled her horn at the dummy, and prepared to cast.

The Doctor and Crater Mass descended the steps to the castle basement, the professor in the lead.

“There's just one thing I don't understand, Doctor.”

“What's that, professor?”

“How did you know she had a laboratory down here?”

“Intuition, my dear chap. I can sniff out a laboratory within a radius of five miles – horizontally, anyway.”

“Remarkable.”

Reaching the bottom of the stone stairway, the professor flicked the light switch on. What he saw left him stupefied. Row upon row of advanced computational machinery filled the vast room, and what was really remarkable was that the equipment was clearly not of pony origin – rather, it seemed fashioned out of the crystal itself. For the room was, like the rest of the castle, hewn entirely from the crystal of the Tree of Harmony, and as the single light source – a large white crystal suspended from the ceiling in the centre of the room – lit up, the chamber was flooded with heavenly light, as the rays were refracted and diffracted across the room. Crater Mass inhaled, deeply. “As I expected, this is better than I dared hope.”

“To work, old fellow. There's no time to fritter away admiring the architecture. Those Autons will be able to mow down the royal forces in a little while. Now then...” He walked over to a nearby chemical workbench.

“What exactly are you planning, Doctor?”

“Something to put the wind up the Nestene Intelligence. If I can remember the formula – which, I concede, is by no means a given – I ought to be able to brew up enough anti-plastic to put a stop to an entire invasion force.”

The Nestene Invasion Subordinate was not having a good day. Firstly, her lovely 'murder and replace the Element Bearers one by one' job had suddenly become a 'just kill them all and get on with it' one. No one needs that. But now, she had been captured and humiliated, and her psychic link to the Nestene Intelligence had been completely severed! She was already beginning to feel a little fuzzy round the edges. This was ignominy no lady should have to endure… oh, terrific. Now she was beginning to think like Rarity. An unfortunate side-effect of using a living template to maintain an appearance was that one occasionally absorbed some of the copied pony's personality into the bargain. No matter. What was most awful was that she was now paralysed from the neck down, and being ogled by a bunch of sweaty soldiers and glared at by her erstwhile friends… well, all right, she hadn't actually liked them – not much anyway. It wasn't as though she had formed any kind of fondness for them. That would be ridiculous.

“WHAT REASON HAVE YOU TO ATTACK A PEACEFUL LAND?” Ah, yes. She had forgotten about Princess Moody herself, who was now bellowing at her in what her borrowed memories informed her was the so-called 'Royal Canterlot Voice'. The real Rarity had always secretly thought that Princess Luna's voice was rather annoying, and the Invasion Subordinate (what a title) had inherited this opinion along with a flair for fashion and a habit of calling everyone and everything 'darling'.

Her situation, in short, was something of an 'own personal Tartarus' scenario, and she therefore felt herself justified in responding in language that she was forced to admit was a modicum unladylike. Hayseed! She was thinking like Rarity again!

“THOU SHALT GIVE ANSWER! OR WOULDST THOU RATHER BE TURN'D OVER TO THE TORTURERS?”

“Um, Luna?” Twilight, who was standing next to Luna, looked up at her. “We don't have any torturers.”

“Thank you, Twilight. What if she had believed me and answered my questions? That would never have done.”

Twilight blushed, and her ears flopped down over her face. “Sorry...”

“No matter,” said the Nestene that they were all trying very hard not to think of as 'Rarity'. “I would be immune to that sort of thing, anyway. We can immunise ourselves physical pain, except when melted.” She glared at Spike, who still looked a little traumatised. One's beloved doesn't turn out to be a maniacal alien in disguise every day, after all.

“UNLESS THOU WILLST ANSWER MY QUESTIONS, BE SILENT!” barked the Fuhrer of Friendship Castle, seemingly intent on making up for her handling of the situation so far.

“Well, darling,” – on this word, the Nestene, for no apparent reason, flinched – “unless you want me to refuse to answer any of your questions at all, may I suggest that you quieten down a little?”

“She… she really does act like Rarity, doesn't she?” whispered a concerned Rainbow Dash to Applejack. “It's freaking me out big-time.”

“Yer tellin' me. Ah don't like it one bit. It's uncanny.”

Luna was visibly furious. “Very well,” she fumed, “I shall ask once more: what is your purpose in coming here?”

“I would have thought that was obvious.” This remark was met by blank stares; Rarity sighed. “Very well. Time for a science lesson. What exactly is plastic?” Twilight's hoof shot up. “Yes, Twilight?”

“Plastics are a set of resinous or other synthetic substances.” It was a textbook definition, just as one might expect.

“Quite correct, and how is it manufactured?”

What remained of Luna's patience was fast running out. “This is neither the time nor the place for...”

“Please, Princess, a little longer. Twilight?”

“Through the magical or mechanical manipulation of hydrocarbons.”

“Splendid. Concise and alliterative. And what are hydrocarbons made of? – Now, Twilight, let's not always see the same hooves. Anypony else?” She scanned the ponies before her. “Rainbow? Fluttershy? No? Wait a minute… Pinkamena Dianne Pie, are you chewing gum?” She wanted to walk over, but the paralysis spell prevented her from doing anything but glare at the unfortunate pink pony.

“Er… maybe?” It was true. Pinkie had acquired this unfortunate habit relatively recently, in order to get as much sugar as possible in a single day.

“I hope you brought enough for everyone.”

“Well, as it happens...”

“Shut up. Why, may I ask, are you chewing gum during my lesson?”

“Um…” Pinkie looked around at her friends for help – none was forthcoming. “Isn't it supposed to help you concentrate?”

“Indeed? Then perhaps you could answer my question, hmm?”

“Is it hydrogen and carbon?”

Rarity looked surprised at this. “Well, yes. That's quite correct. Not bad.”

“Not bad for the stupid one?”

“I beg your pardon?”

Pinkie levelled an accusatory stare at her ex-captor. “That's what you called me. Before, you said – Pinkie Pie sculpted her hair into a Rarity-like style, assumed an appropriate pose, and delivered, to her credit, a nigh-on perfect vocal impression of Rarity – “I'm afraid that, for once, the stupid one is quite right.”

“Oh… did I say that? I'm sorry, Pinkie. That was wrong of me.” Rarity broke off, realising that everypony was now staring at her. She shook her head, which was, after all, all she could shake. “Anyway, the point is that we need hydrogen and carbon to make Autons and Nestenes, and to make the Intelligence more powerful. Hydrogen's easy enough: we can get it from water. Carbon, though; that's harder. Our usual system is to burn whatever we can lay our hooves on. It releases massive amounts of carbon, which we can then use to make plastic.” She smiled at them. They didn't smile back.

“Then why Equestria?” Twilight asked.

“Equestria has more magic in it than almost anywhere else in the universe. Naturally some of the magic is absorbed by the surroundings. Burning Equestria will provide us with an incredible supply of magical carbon, to create more powerful soldiers than ever before – and despite your friend the Doctor's high-minded lectures, this time, nothing will stop us!”

“Pass that flask of ethylpethylmine chloride, will you, Professor?”

“Of course, Doctor.”

“Thank you.” The Doctor emptied it into a crucible of a thick black liquid that he had been brewing up. It turned a milky pink, then white, and bubbled threateningly.

“You know, it really is an honour to work with you, Doctor. Luna's told me so much about you.”

“Oh, really? And have you told her about you?”

“You noticed?” The Professor looked surprised, but not displeased.

“Well, you've done a good job of hiding it. It was a fair few minutes before I was sure. But hasn't Princess Luna noticed anything untoward? Oh, could you pass me the dipsilhydride omnibomnuscate?”

“Here you are. Well, no, not really. I don't age as fast as I ought, of course, but alicorns tend not to notice that sort of thing. Some of the research staff have been a little suspicious, but they're too keen on promotion to try and accuse me directly of… I say, shouldn't you add a little ashenol?”

“Oh, yes, thanks… well, isn't it hard pretending?”

“Mostly, I'm used to it. It's been a little difficult, lately, though, pretending to be ignorant of all this alien stuff. Though to be honest, I rarely got to do any fieldwork in the Chancery Office. I've never heard of these Nestenes before.”

“But won't she notice when you die?”

“I doubt that very much. Last regeneration, you see. They usually wait till you're on your last legs before they forcibly retire you.”

“They certainly didn't with me. I've got two more bodies to go, if I've counted right.”

“What? Rassilon's Rod, you don't mean you've been retired too?”

“Afraid so… ah, I'll tell about it you later. It just needs a drop of dihydrogen-monoxide and it'll be ready to go.”

“Whatever the Doctor's making down there, I hope it's effective.” Twilight was pacing backwards and forwards, and already there were visible scuff-marks in the castle floor. “With Rarity captured, the Elements of Harmony are completely useless. We might as well just wave jewellery at them!”

“Don't worry, Twilight!” Fluttershy tried to comfort her, placing a hoof on her shoulder, causing Twilight to stop pacing. “I'm sure it'll be fine. He did a great job of improving Angel's bunny-feed.”

“There's more at stake here than a rabbit's dietary well-being… I'm sorry, Fluttershy. I'm just a little bit upset. I don't know what we're going to do.”

“That's okay, Twilight. We're all worried.”

At that moment, the Doctor strode back in, carrying a test-tube full of a thin dark-blue liquid. “anti-plastic!” he cried triumphantly.

“Wh- what?” Twilight had obviously never heard of any such thing.

“It's an aggravated physicochemical poly-acidic synthesis-”

“Uh, the version you don't have to be the lamest pony in Equestria to understand, please?” Rainbow Dash looked unimpressed with the Doctor's explanation, and who can blame her? Even Twilight was confused.

Unabashed, the Doctor continued “Well, perhaps a demonstration is what's required.” He and Professor Crater Mass approached a now cooled chunk of ex-Auton, about the size of a pony's head. He uncorked the tube, and inclined it slightly, letting a single drop fall onto the plastic. As it touched the surface, the plastic began to bubble, and the liquid seeped into it. The whole thing turned a vivid blue, and within seconds the plastic had melted away, and then boiled away into the air, split up into gasses once more. The Nestene, still paralysed, tried to recoil, but settled for flinching.

“Now,” continued the Doctor, “I'd like to see that overgrown lump of slime get the better of me this time!”

Author's Note

Next episode: A New True Friend

Part 7: A New True Friend

Miles away, in the city of Canterlot, hundreds of Autons stood in silence. They were obviously waiting, but for what? An order? A signal? An action? Surrounding them, most of the available forces of UNIT and the Solar Guard were sat, weapons at the ready. The stallions looked at each other nervously. There had been fighting before, until the guns sent in had ceased to take effect, as though the Autons had learned how to resist them.

Colonel Benton was not used to this sort of thing. He had been fighting with UNIT for the best part of his life, and in his experience, when something was invincible to your attack, it took advantage of it; and yet, here were these Autons, standing perfectly still – just watching. He didn't like it.

A black box on his belt began to emit a persistent, high-pitched bleep. This was his special-issue long distance communications device, linked by a magic-corridor to a similar device, carried by his commanding officer. Cursing, he picked it up, punched a couple of buttons, and put it to his ear. Crystal clear came the voice of General Lethbridge-Stewart: “Greyhound to Trap 1. Come in please.”

“Trap 1 responding.”

“Benton! Good news. Shining Armour is coming down from the Crystal Empire in person to oversee the Solar Guard.”

Benton groaned. Although normally he was subordinate to Shining Armour, in times of alien incursion – and this was not for public ears, as officially there had been no alien incursions to date – UNIT officers were taken as universally superior. Shining Armour, however, had a habit of forgetting this.

“Yes, sir. Wonderful news.”

“Anything at your end?”

“Still no movement, sir. But Celestia's just checked her mail for the first time in days, and it seems she's had a slew of letters from Princess Twilight. Apparently Princess Luna and the Doctor are in Ponyville, trying to cut the thing off at its source.”

“Good Lady! The Doctor?”

“That's right, sir.”

“My word. Haven't heard from him for years. Thought we'd seen the last of him.”

“You don't sound very pleased, sir.”

“I don't know, Benton. In my experience, the Doctor turning up just means we're out of our depth.”

“Well, sir, we've never managed to fight off Autons without him.”

“I was rather hoping we'd advanced to the extent at which we could manage it. Ah, well. It'll be good to see him again. Wonder which one it'll be?”

“Hard to say, sir.”

“Well, whichever it is, I hope he knows what he's doing.”

“Don't worry, Princess Sparkle, I know exactly what I'm doing.”

“But… I mean, just marching in? Unarmed? We still can't use the Elements of Harmony.”

“Unarmed? Oh, no, no, no. I'm not a complete fool. If my calculations are right, the Autons should be more or less immune to those guns the UNIT lot brought, but if I soup them up with my sonic screwdriver-”

“What is that thing, anyway? I'd like a chance to study it, if-”

“Much as it pains me to break your heart, I can't possibly allow your race to go discovering technology centuries before it knows how to handle it. What if the ancient ponies had created the Alicorn Amulet before they discovered fire? They'd have wiped each other out in seconds.”

A disappointed look crossed Twilight's face, but she quickly reminded herself of the urgency of their situation.

“Anyway,” the Doctor concluded, “if we can deal with the Autons guarding the Intelligence, I can destroy it with the anti-plastic. We just need to make it think we're going to try using the Elements.”

“But… surely that's murder?”

“Hardly. That's only a tiny piece of the full Nestene Intelligence. It's less killing something, more… giving it a hair cut. The Intelligence on this planet is nothing it can't regrow in time.”

“Okay, if you're sure it's our only chance.”

“Good girl. Could you pop down to the basement and fetch the Elements? I'll tell the others and sort out the guns. I don't like weapons at the best of times, but needs must, I suppose.”

Luna's arrival in Canterlot was not a tidy one. She had not slept for nearly twenty-four hours, now, and was therefore not in the best of health. As she glided down over the cobbles and tiles of her home city, she noticed her concentration was wavering. She mentally slapped herself. This was no time to lose control. With a smile, she thought back to her formative years, when Celestia was teaching her how to fly. Her big sister had not been known for her maturity, and she had decided that the best way to teach Luna would be to throw her off a clock tower and hope for the best. Luna slapped herself again. Horseshoes! She had to stop reminiscing – she felt like falling asleep in mid air. Finally she landed gracefully in the deserted streets. Deserted? Then she remembered where she was supposed to be going, cursed her concentration, and took off again.

When she finally arrived at the castle, Celestia was standing over a map of Canterlot, which was covered in lines and pins, deep in discussion with an unfamiliar moustachioed beige pegasus stallion in a dark green military uniform.

“Ah, Luna,” said Celestia, looking up. Her face was a mask of weariness, but she tried to put on a smile for her sister.

“Celestia.” They approached each other and shared a brief hug. “I should apologise, my sister. I should have told you sooner about-”

“Later, Luna. We have more pressing matters at hoof.” The kindness in Celestia's voice did much to put Luna at her ease. “I believe you have not yet met Brig- I'm sorry, General Lethbridge-Stewart, ex-commander-in-chief of UNIT?”

“The Princess and I have never met in person,” admitted the Brigadier, “but I have heard much of you.” Although his words were ambiguous, the warmth of his voice was unmistakable. He seemed all at once kindly, understanding and polite, yet also dangerous, as if to make an enemy of him would be one's last mistake. She felt safe around him, somehow, despite the fact that he was technically one of her subjects, and therefore entitled to her protection.

“And I of you. Without you, UNIT would probably have never even have lasted a year. It is an honour, sir.”

“Likewise.” They shook hands, almost like old friends, Lethbridge-Stewart smiling behind his moustache.

“But I understood you were fully retired?”

“Ah, well-”

“The Brigadier has been brought out of retirement specially,” interrupted Celestia, “in recognition of his expert knowledge of the Nestene threat. It was he who supplied the plans for the anti-Auton guns we've been using – though unfortunately they seem to have lost their effect.”

“I do apologise, your majesty. They are simply the tinkerings of an old stallion in his retirement.”

“Brigadier- I'm sorry, I mean General, they are works of technological genius.”

“I've had time to study that sort of thing in my old age – and occasionally one of my old associates will drop by and give me a helping hoof. They essentially extract so much of the hydrogen that the plastic loses its stability, leaving it highly flammable. Unfortunately, they seem to have altered their formula, so it's back to the drawing board. And please, your majesty, call me Brigadier if it comes more easily to you. Most of the staff at UNIT still know me as 'the Brigadier'. I regard it as flattery that I have acquired my own title.”

Luna looked puzzled. “But surely, you are not an old stallion? You do not look any older than forty.”

“That, ma'am, is another story for another day. Suffice it to say that the Doctor was involved on that occasion, as well.”

“It seems that the Doctor has played quite some part in all our lives.” Celestia looked stern, despite her obvious exhaustion. “But now, we cannot put our faith entirely in him. Brigadier, do you have any further weaponry?”

“Well… no. Never thought it would be any use, to tell the truth. It never occurred to me to develop more. We might be able to hold off those Autons a little while, but when it comes down to it, it all depends on the Doctor. Wherever he is, I just hope he knows what he's doing.”

“Don't worry,” the Doctor was saying, “I know exactly what I'm doing.”

“What's that?”

“I said I know exactly what I'm doing, Miss Fluttershy.”

“No, um, what is it that you're doing?”

The Doctor, Twilight, Fluttershy, Spike, Pinkie, Rainbow, Applejack and a dozen assorted UNIT soldiers were, contrary to most of their expectations, simply strolling up to the Carousel Boutique. Ponyville's streets were completely deserted, as most ponies had taken the earlier attack of four Autons as a cue to stay inside for a bit. However, the fact that Ponyville's ponies were at least a little accustomed to monster attacks was quite clear, and ponies would repeatedly poke their heads out of upstairs windows, much to the Doctor's annoyance. The group was accompanied by Rarity's double, her weaponry disabled by Twilight at the Doctor's suggestion. The idea was that this would keep her out of trouble, as Twilight needed to keep her around to maintain her paralysis spell; but the Nestene spent so much time crowing about her inevitable victory that they were beginning to wish they'd just left her behind and had done with it. Luna had flown back to Canterlot to help Celestia control the menace, and Professor Crater Mass had headed back to the camp to order it struck. He was really too old for all that excitement.

Exactly what was going on was unclear to everypony, except, the party thought, the Doctor; so when he responded to Fluttershy's question with a blank stare, they really began to worry.

“Right...” He pulled out his sonic screwdriver, and scanned the Boutique, of which they were only just in sight. “Only four Autons on guard? That must be all they've had time to make.”

“So… that's good, right?” Rainbow Dash's hopeful look really shook the Doctor. He had thought of her as a hard-line, no-nonsense pony, and was really not quite prepared for the sheer cuteness behind it. Fortunately, he didn't have to disappoint her.

“Ah… yes, very fortunate. I say… I never quite realised how magenta your eyes were… Do you think you could stop it? It's very distracting.”

“Uh, what?”

“Actually, I don't suppose that would work, would it? Nothing… ah, you lot!” He turned to address the soldiers, who stopped chatting and listened, fully aware that the Doctor was still technically a member of UNIT, and still technically outranked them. “Four Autons… you – guns! Savvy?” A few nods were all he needed as confirmation. “Jolly Dee. Off you go.”

While the Doctor and his new-found friends – and the Nestene Invasion Subordinate too, of course – crouched in the undergrowth, the soldiers dispatched the Autons in a matter of seconds.

“Right, well done, leave.”

“Pardon, sir?” The Captain had a puzzled expression on his face.

“Leave! I'm going to try and reason with it first. I don't expect it to work, but it's worth a try. I don't want you lot traipsing around with guns. Thank you for your work, you have my commendations, leave. You're needed in Canterlot. If I should fail...” He shook his head, “just go.”

“Yes sir.” The Captain led his stallions off in the direction of the train station. The whole platoon looked rather bewildered, and who can blame them?

“Right, other lot. All got your Elements?”

“Yeah.”

“Sure.”

“Uh-huh.”

“Who's got Rarity's?”

Spike raised a claw, signifying that he was clutching Rarity's Element in the other.

“Good-o.”

“Doctor?”

“Twilight.”

“Why hasn't the Intelligence sent anyone out? It must know its guards have been destroyed.”

“Think, Twilight. Those were its only guards. Besides, it knows perfectly well that I'll try and reason with it.”

“How does it know?” piped up Pinkie.

“Because I always do.”

“Does it ever work?” Rainbow looked sceptical.

“Not in so many words.”

“Is that a no?”

“Yes.”

“It's a yes?”

“Yes… I mean no.”

“Uh- what?”

“It's never worked. It just makes me feel better about what I have to do next.”

“Which is?”

Twilight came to the Doctor's rescue: “Giving it a haircut?”

“Precisely,” said a grateful Doctor.

“What?” said a confused Rainbow.

“I'll explain later.” He smiled. “I love saying that.” Walking smartly over to the Boutique's entrance, taking care to avoid the smouldering lumps of Auton, he rapped on the door. “Coming, ready or not!” He opened the door and walked through, followed by his friends – though some of them were a little more cautious. Rainbow Dash, however, flew in over his head, and looked around the room defiantly.

Surprisingly, it hadn't changed much. The only addition was a large glass tank in the middle, cylindrical in shape, which stretched up to the ceiling. In it was suspended a bubbling yellow-orange fluid in which could be clearly seen the outline of a face, eyes closed in deep concentration. On a metal table, stretched out, asleep, was Rarity – the real one this time. She had a few wires attached to her head, which lead off to the tank. The room was also full of floating magical images, much like the one Rarity had shown them before. Most showed Canterlot, full of Autons – presumably these were what some of the Autons there could see. A few showed only static – the view of the guards, now destroyed.

Immediately she entered, before the Doctor could stop her, Rainbow dashed over to Rarity, pulling the wires off her head – they were, thank Celestia, only attached with sucker-cups – and shaking her gently. She was followed by a concerned Applejack. Rarity coughed a little, then sat up, opening her eyes.

“R- Rainbow? Applejack?”

“Rarity!” Rainbow flung her forelegs round Rarity, then realised she had quite a large audience, and unflung them.

“Um, hello.” The Doctor was saying to no one in particular. “Is anypony listening? I'm not sure this is a particularly good idea.” But the others had already crossed to Rarity.

“Don't worry, sugar cube. We've got ya.”

“But- but- the Nestenes! They're going to...”

“Don't worry about a thing, Rarity!” Applejack knelt down and whispered conspiratorially “The Doctor's brought some 'anti-plastic' stuff, but don't tell the Intelligence. It's a secret.”

“Ah, anti-plastic?” Rarity got to her hooves, and walked slowly over to the Doctor. “I might have guessed.” She grabbed the Doctor from behind, holding him in a vice-like grip, both standing on their rear hooves. She snatched the test-tube of anti-plastic from him, waving it in the air.

“Said it was a bad idea,” muttered the Doctor.

“Intelligence! I have it!”

The eyes of of swirling fluid inside the tank snapped open. “Ah, congratulations, Invasion Director.” Its voice was truly repulsive, like the sound of boiling fat stretched into words. “You have done well. Uncloak.”

Rarity's features melted away, revealing a formless pony, a yellow mass of plastic in a vaguely pony-like shape. Its eyes were just black pits, and it spoke with a voice like an icy wind. “Thank you, Intelligence.”

Rarity's friends were apoplectic with rage.

“Ah- ah- ah don't believe it!”

“What have you done with the real Rarity?”

“Bring us Rarity at once! If- if that's okay with you...”

“You traitor!”

At this last remark, all faces turned to its originator: the Nestene Rarity.

“Uh, sugarcube? She did the same thing you did.”

“Oh… yes, sorry.”

The Intelligence turned to face her, the face in the tank moving round the outside so that its eyes bored into hers. “Ah, Invasion Subordinate. I regret to inform you that you are no longer necessary.”

“I beg your pardon?”

“You have become too much of a liability. You will be destroyed shortly – but fear not. I will absorb your essence once more. Of you shall be born a new Nestene – an untainted one.”

“Untainted? How dare you? What in the world do you mean?”

“I think I can answer that.” Twilight stepped forward.

The Intelligence looked surprised, but somehow amused. “Very well, pony. Share your theories.”

“Rarity… that is, the duplicate, told us that it was easier to maintain a copy of a pony if you kept her alive. She also said that it gave her access to the pony's memories.” She glanced over at the Doctor, who nodded encouragingly – then winced as the Invasion Director tightened its grip.

“I think that the prolonged connection to Rarity, not to mention spending time with Rarity's friends, made her – at some level, at least – actually begin to think of herself as Rarity.” All eyes turned to the duplicate, who hung her head. “There were plenty of clues,” Twilight continued, her confidence building, “to begin with, after we unmasked her, she went on talking like Rarity – just like her. At first I assumed it was habit, but later, even when we severed her connection to you, she maintained her form, even though it must have been difficult, as she was no longer connected to the real Rarity. It must have been a conscious effort, despite the fact that we all knew she was an imposter. If anything, she acted more like Rarity once she had left your influence. The only reason she could have had for keeping Rarity's form was personal preference.” She wiped her forehead, and the Intelligence made to speak, but Twilight ploughed on.

“Also, she apologised to Pinkie for upsetting her, which I think she genuinely meant. Despite her best efforts, she's become attached to all of us, including Rarity; so she's no use as an invasion accessory.”

Rainbow rolled her eyes. “Only Twilight would speak with a semi-comma,” she whispered to Fluttershy.

“That's 'semi-colon'” Fluttershy corrected.

“Whatever.”

“Well, alicorn, it seems you are correct!” The Intelligence sounded quite pleased, despite himself. “It was always a risk, and I was expecting to have to destroy her sooner or later.”

Rarity looked understandably horrified: her eyes were wide open, her mouth tight shut; a pink flush had begun to creep across her face.

“Nestene Invasion Subordinate,” proclaimed the Intelligence, “do you deny that you are a failed Nestene, a traitor and a danger to the invasion plan?”

Rarity hung her head. A fat tear rolled down her cheek. “I cannot deny the least syllable of your condemnation.”

“See what I mean?” Twilight looked very pleased with herself.

“Why is no one talking to me?” shouted the Doctor, still a captive of the Invasion Director, and not looking best pleased about it. “I'm the one who suggested we come here!”

“Ah, Doctor, we meet again!”

“Hello, Intelligence.”

“Are you going to try and reason with me?”

“Well, I was, but I think now you've said it it might lose some of its effect.”

“You haven't many other options. We have your only weapon.”

“Yes, that's true. Thank you, Miss Applejack.”

Applejack's cheeks turned as red as the apples on her flank. “Oops. Ah done goofed.”

“You done indeed.”

“And now I have the anti-plastic,” crowed the Invasion Director, the thin hiss of its voice swelling as much as a thin hiss of a voice can be reasonably expected to swell. “You are doomed, Doctor.”

“Ah, yes. You know, I didn't actually use an ordinary test-tube to hold that. I modified one of Twilight's slightly. It's one of my own special test-tubes, now.”

“I fail to see the relevance, Doctor.”

“They are magically imbued with a simple command. They shatter when I say the word 'shatter'. Oh, but I see you've found that out.”

As the anti-plastic seeped into its body, the Director let out a scream like no other – a high-pitched, drawn out scream, that quickly faded away into bubbling as the plastic was eaten up. In a few seconds, the only trace of the Director was a thin wisp of smoke – and soon even that was gone.

“You- you killed him!” squeaked Fluttershy.

“No. No, I don't think so. You see, he was never really alive.”

“Doctor!”

“Yes, oh great and terrible Intelligence?”

“You have lost all chance of reasoning with me. You have lost your only weapon. You are doomed.”

“Do I look like a total idiot?” The Doctor reached out, and plucked a fresh test-tube out of thin air.

“But- but how…?”

“Trans-migration of objects. Perfectly simple. You don't have to be a unicorn to be magical, you know. That was one of the first things they taught us at the Timelord Academy, right after 'don't brush your teeth with a Janis Flower.'” He glared at the Intelligence. “Now then, sir. Am I really so doomed?”

“I'm afraid so, Doctor. What do you intend to do with that?”

“Throwing it at you seemed the best course of action. That tank must be made of plastic too.”

“That is true. But you are forgetting one thing: Sweetie Belle.”

“Who?”

“Rarity's little sister. She lives here. Or did. None of you even thought about what had happened to her.”

It was true. Not one of them had spared Sweetie a thought. The Invasion Subordinate, still in the guise of Rarity, stormed forward.

“What have you done to her?”

“We duplicated her.”

“Pardon? No, we never duplicated her.”

“Oh, yes we did, Subordinate. We had to. The Invasion Director synthesised the plastic for this tank while you were at the castle. When Sweetie came home after school for some thread, we captured her and produced a Nestene duplicate. Otherwise the Invasion Director would have had to disguise itself as you and explain why there was a tank of orange and some walking tailor's dummies in the shop. Now, it seems to have paid off.” Another image larger than the others, appeared next to the tank. “Observe.”

The image was of the inside of the Cutie Mark Crusaders' clubhouse. A pile of various mismatched accoutrements was visible in the corner: thread, kitchen knives, torches. The image was obviously from Sweetie Belle's point of view, for Applebloom and Scootaloo were standing front and centre, in the middle of the Crusaders' bizarre hoofshake: “Cutie Mark Crusaders Surgeons! YAY!”

“Are those mah kitchen knives?”

“And my thread?”

“No, Rarity,” Fluttershy reminded her quietly. “It's Rarity's.”

Again, tears began to roll down Rarity's face. “I- I- I just...”

Fluttershy looked around. Nopony was watching. She leant forward and gave Rarity a quick hug. Rarity was so surprised that she stopped crying and stared.

Fluttershy placed a hoof to her lips. “Shhh. It's okay.”

Rarity smiled gratefully, and said nothing.

“So you see, Doctor,” the Intelligence was saying, “it will take at least two minutes for the anti-plastic to eat its way through the toughened casing, by which time I will have been able to send a signal ordering the Sweetie Belle Nestene to detonate, taking anypony around her with her.”

“And if she refuses?”

“She is not a fully independent Nestene. With me gone, she would die anyway, so she has nothing to lose by exploding.”

“Ah. I suppose this is stalemate, then.”

“Not quite, Doctor. I have gone on producing energy. I am now ready to-” The Intelligence closed its eyes again, and energy streamed from it into the air. The Doctor caught a whiff of ozone as the Intelligence grabbed every trace of carbon dioxide it could find and removed the carbon to form plastic. The energy began to concentrate into two streams, each one directed towards a point on the floor. At these points, plastic began to build up, seemingly appearing out of thin air. It was clearly taking the shape of two Autons. “I've also ordered the Canterlot Autons to attack.”

“I see. All right, it's checkmate, then. Blast.”

“No.” Rarity had stepped forward, no longer upset, now vengeful. “I will not allow you to treat my friends like this.”

The Intelligence was not in the least bit worried: behind the bubbling of his voice he was almost chuckling. “Friends? We are your only friends, Subordinate. We are the Nestene Consciousness.”

“Friends? Who ordered my destruction? My friends are the ponies who have been kind to me, who have loved me. And I have betrayed them. Now it is time to make amends.”

“You agreed that you should be destroyed. What is this?”

“I did not. I agreed that I was a traitor. I am proud to betray you. You are evil, manipulative and cruel.”

“They are not your friends. You have known them less than a month.”

“I have years of memories of the time I have shared with them. I have known them far longer than you.” She grabbed the Element of Generosity from Spike and pulled it on. “Besides, I saw what you were doing in Canterlot. The clothes that those dummies were wearing were being ripped to shreds. If that's the world you create, I want no part of it. Ready, girls?” She looked round at the other Element Bearers. Realising what she was doing, they had formed a circle around the Nestene Intelligence's tank. “We regret that Auto Plastics is, due to circumstances beyond the management's control, going out of business.”

“Invasion Subordinate, I-”

“My – name – is – RARITY!” On her last words, the six were linked by a bright circle of rainbow light. From each of them, a beam shot forward like the spokes of a cartwheel, hitting the Intelligence. Another beam shot from the centre of the wheel, where the Intelligence was, heading towards Canterlot.

Colonel Benton couldn't believe his eyes. No sooner had the Autons armed themselves and marched forward than the sky had been bathed in rainbow light, and they had begun to topple over helplessly. As he watched, they began to melt away, running into pools of molten plastic in the streets. He recalled a similar incident, many years ago, when the Doctor had defeated the Autons at the last second. As now, they had stopped working a few seconds before they had wiped out UNIT's forces. He looked in the direction of Ponyville, and smiled. “Thank you, Doctor,” he whispered.

“Oh, Rarity! Did you know this would happen?” The Nestene they had all come to think of as Rarity was lying in Fluttershy's lap, her form slowly disintegrating. Her mane was already a shapeless purple mass, and her hooves were nothing more than stumps.

“I suspected it. He must have used his last moments to take his revenge on me by destabilising my form.”

Fluttershy was in tears, as were the others. All of them had been moved by Rarity's speech, had been reminded that they had spent three weeks calling her their friend. Only the Doctor appeared impassive.

“That was a very brave thing you did, Rarity,” he told her, “I'm very proud of you.” Although he was doing his best to hide his emotions, his cracking voice betrayed him.

“Ah- Ah'm sorry Ah was mean to ya, Rarity,” said Applejack, who wasn't crying quite so hard – at least not on the outside.

“We all are,” said Twilight, “right, girls?”

They all nodded, chorusing their agreement.

“Spike,” gasped Rarity, “there's something I should tell you about me – I mean, about the real me.”

“I'm listening, Rarity.”

“I really don't...” she broke off and coughed; her face was beginning to melt, “I don't need so many rubies. They're so last season. Emeralds would be better. If you find any more rubies when you're foraging, you can eat them.”

“Will do, Rarity.”

She sighed – “Doctor? It- it hurts. Make it stop. Please.”

“Are you sure? It's not a pleasant way out.”

“Just give me the test-tube.”

Obediently, the Doctor passed it to her. Rarity pawed helplessly at the cork, but her useless stump-hooves couldn't get a good enough grip.

“Doctor? I can't-”

“Shatter.”

It was over in seconds. Rarity's form simply dissolved, but instead of screaming, she sighed contentedly “Thank you, Doctor.”

He looked down at the purple and white pool that had been their saviour. “Thank you, Rarity,” he whispered. It's not always easy being a Doctor. The other six stared silently still weeping. They had gained and lost a friend in the space of a few minutes.

Across the Boutique, the door to the interior rooms opened.

“Doctor?” squeaked Fluttershy, “There aren't any left, are there?”

“Impossible… what could-”

“Hello?” said a familiar voice. “Oh, you're all here? I've just had the most terrible dream… darlings, what in Equestria is the matter?”

Author's Note

Next Episode: The End of It

Just an epilogue to come. Gosh, this story's ended up more interesting than I expected! Not that that's saying much, you understand. If you have any criticisms, please let me know. I'll be ever so grateful, and not in the least offended. There's none of us so pefect we can't improve, right?

Epilogue: The End of It

“Well, I must say, I think that went rather well,” confessed the Doctor, inbetween swallowing one scone and stuffing his face with the next.

“Ah just can't get over all those poor ponies in Canterlot getting... slaughtered like that.” A haunted look came into Applejack's eyes as she remembered the Canterlotians screaming and running, and being mercilessly executed by the marauding Automata. The other girls nodded in agreement.

“Well, alright, there's that side of things,” he admitted, wiping crumbs off his hooves, “but at least we won. I've been in worse scrapes.”

“You seem to be taking this remarkably calmly,” observed Twilight, eyebrows raised.

“One becomes accustomed to this kind of thing, to be honest. I don't like death at the best of times, but before now I've been forced to kill a pony with my bare hooves...” He trailed off, noticing that the mares were staring at him with horrified looks on their faces. “Errm...” He decided that allowing himself to speak was not his best option, and rectified the problem by grabbing two more scones from the gingham picnic rug before them, pushing them both into his mouth at the same time. “Delishush!” He nodded to Pinkie, showing his appreciation. Pinkie beamed. The Doctor stretched back, allowing himself to rest on the lush lakeside grass.

“Well, Ah guess one good thing came of it,” admitted Applejack, “Applebloom and Scootaloo never got to remove any of Sweetie's internal organs durin' their… uh… 'surgery'.”

“I don't think Sweetie Belle melting into a puddle of plastic in the middle of one of their meetings did them much good, though, darling,” pointed out Rarity, taking a careful purse-lipped sip of melon juice.*

“Is Sweetie doing okay?” asked a concerned Fluttershy.

“Well, I'm beginning to suspect her 'lollipop cravings' are just attempts to play on my sympathy, but she's recovering fine,” reported Rarity. “You know, I thought I was unlucky, being stunned by one of those horrid dummy things, but the poor thing was simply… simply...”

“Cracked over the head with a plastic leg?” offered the Doctor.

“Precisely. I don't know what I'm going to tell our parents.”

“The truth?” suggested Applejack, dryly.

“Well, of course, darling, but I need to make sure I can't be blamed.”

Fluttershy looked astonished. “Oh, nopony could blame you for what happened, Rarity. At- at least in my opinion...”

“That's what I always think, but somehow it's always my fault.”

“Heartbroken though I am to interrupt such riveting conversation,” announced the Doctor, still prone on the grass, “I was wondering if anypony was in the mood for a bit of large-wooden-box shifting. I've left the poor girl stranded in the forest for two weeks, and she's probably pining already… oh, 'pining'! That's quite funny...” He sat up, gauging the ponies' reactions. They were ones of silence, apart from that of Pinkie Pie, who collapsed onto her back in fits of giggles.

“He he he! Pining! 'Cause it's a wooden box!”

“I meant because it's in the woods, but given the obviously atrocious sense of humour of you Ponyvillians, I'm inclined to take what I can get.” The Doctor looked decidedly huffy.

“What poor girl? Have you left somepony trapped in a box?” Twilight scratched her head.

“No, no, it's just… look, I'll explain later.”

“Well, how large is this box?”

“About as tall as a pony-and-a-half, and as wide as two. Doesn't weigh much. Well, not normally. She varies.”

Twilight wisely decided to ignore the 'she'. “Well, I think I can help.”

“Jolly dee. We'll sort that out in a bit.”

“Oh, Doctor, I almost forgot, Princesses Celestia and Luna asked me to convey their thanks to you for your assistance. They sent this letter via Spike, but it seems to be written in some sort of code...”

“Ah. That'll be Celunatian. It's a secret language I helped them invent when they were little. They used to leave each other notes about where their governesses were to try and avoid baths. Though,” he added, “I can't take full credit for the language. I did borrow a fair bit from Neo-Aretian.”

“And it's signed, 'Lesty and Luny.'”

“Ah, yes! Only I'm allowed to call them that.” He smiled proudly. “I'll take that, thank you.” Twilight obediently passed it to him. He unrolled the scroll, cleared his throat… and began to read it in his head.

“What?” Rainbow Dash, who had stopped trying to see how many cress rolls she could fit into her mouth, and was now staring at him indignantly. “How come you can't read it to us?”

“If they'd wanted me to do that,” proclaimed the Doctor, haughtily, “they'd hardly have written it in Celunatian, now would they? It could contain all sorts of embarrassing things. Lesty hasn't seen me in decades, and as for Luny… well, one hardly likes to mention it.”

“Huh?” Rainbow looked confused. “Oh, you mean when she turned evil and was banished to the moon.”

The Doctor rolled his eyes. “Yes…” He glanced over the letter. “I was quite right. You know, even when she was the littlest foal, I was the only one Luna would allow to change her nappies… I shouldn't have told you that. Forget I said that!” He read a little further, and a wide grin appeared across his face. “The Brigadier! He says hello! Actually, since I'm stuck here for the rest of me' natural, I really ought to look him up.”

He looked up at the ponies, to find that they were happily chatting away and ignoring him totally. “I say, have you been listening?”

“Oh, um, I just assumed you were talking to yourself again,” confessed Fluttershy.

“Ya do do that an awful lot,” added Applejack.

“I do not! Do I?”

Sheepishly, the others nodded.

“Ah… Oh dear.”

“Er, Doctor?” began Fluttershy, a hint of caution in her voice, “I don't mean to be rude, but we should see about finding you a place to live… not that I'm trying to throw you out, I just...”

“Eh? Oh, yes, of course! I should probably introduce myself to the townsponies, as well.”

“Good idea,” agreed Twilight, “it might make it easier to distinguish between you and that other Doctor, as well.”

“Well, quite… Hold on, what other Doctor?”

“Oh, you know,” Rarity insisted, “The one who looks a bit like you. And sounds a bit like you.”

“More like exactly like you,” interrupted Rainbow. “To be honest, I thought you were the same pony until Flutters introduced you.”

“Well, well.” The Doctor pondered this. “What's his name, then?”

“I… I'm not really sure. We just call him 'Doc',” admitted Twilight, “he's just... the brown Doc.”

“Derpy knows him quite well,” suggested Rainbow, “ask her.”

“I think I shall. This could be more important than you realise. It's possible it's all a big coincidence and that somepony looks exactly like me, but if I'm already here, then my time-stream could get tangled with the other me's. All sorts of things could happen.”

“Such as?” asked Twilight, more out of curiosity than worry.

“All sorts of things, really. A rift could open in the fabric of reality. Creatures that have been extinct for millions of years could start appearing all over the place.”

“Wouldn't we have noticed?” Applejack pointed out.

“You're quite right, of course. I'm just getting excitable. We'll investigate later. All the same, this could be interesting. I've had a few doubles before now, and it rarely turns out for the best… Did I ever tell you about the time I found out that the world was about to be destroyed by somepony who looked exactly like me? Salamander, his name was. He was causing earthquakes and volcanic eruptions all over the place...”

Lightyears away, in another galaxy as yet unknown to the Equestrians, and long since abandoned as far as research went by the Timelords as uninhabitable, a cowled figure sat alone in a cave – but one in which one or two items seemed a little out of place. For one thing, he was seated on a Chipping Dale chair, sipping from a small glass of Moog milk, despite the fact that the Moog would not evolve for another thirty-million years or so.

He was also seated in front of an incredibly advanced computer, which the experienced eye would quickly identify as one of Jagaroth origin. The Jagaroth had been extinct for millenia. He was inputting text by means of a sphere, half sticking out of the control bank and free to move inside its socket, which he was expertly manipulating to communicate with some external body.

“Exiled? To Equestria?” he asked, via the sphere.

“Exactly,” came the brief reply, spelled out across the round black screen in shimmering gold letters.

The figure's ears pricked up. “As it happens, I would welcome an opportunity to exact my revenge.” He stared eagerly at the screen.

“All in good time. First, I have something a little more ambitious in mind.”

The figure read on. After a few moments, he had grasped the gist of the plan. He reached up, twirling his thin moustache with one hoof. “I say,” he said, “good show!”

*All the ponies in Canterlot were drinking it.

'Doctor Whooves' starred

Timothy Spall as The Doctor

Tara Strong as Twilight Sparkle

Ashleigh Ball as Rainbow Dash and Applejack

Andrea Libman as Pinkie Pie and Fluttershy

Tabitha St. Germain as Rarity and Princess Luna

Cathy Weseluck as Spike

Nicole Oliver as Princess Celestia

Madeline Peters as Scootaloo

Michelle Creber as Applejack

Angel Bunny as himself

Hugh Burden as the Nestene Invasion Director

Willoughby Goddard as the Nestene Consciousness

Nicholas Briggs as Confused Guard Captain and Auton Voice

Terry Klassen as Sam Spoons

Nicholas Courtney as the Brigadier

John Levene as Colonel Benton

Mark Gatiss as Professor Crater Mass

Colin Baker as Commander Maxil

Alan Nest as Third Auton From The Left

Eddie Murphy as Turnip Grove

Willie Rushton as Binary Code

Mel Brooks as Captain Arrowfeathers

The Aquabats as Party of UNIT Soldiers

and

Terry-Thomas as The Mysterious Cowled Figure at the End, There.

Lighting – James Robins and Robin Jameson

Costumes – Moss Bros.

Director – Michael 'Bully' Herbig

Shipping and Shopping – Captain Haddock

Clues – The Famous Five

Dictionary of Troublesome Words – Bill Bryson

Action by – HAVOC

Traction by – TRAVOC

Doctor Who Theme – Ron Grainer

-Realised By – Delia Derbyshire

-Ruined By – Cybertech

Shouting and Being Clever – Dr. Johnson

Script – The Minister of Scones

Interruptions – The Minister of Scones' Secretary (dammed woman and her meetings)

All the World's Problems – Satan

Many thanks to all my follower.

And Doctor Whooves will return at some point in the unspecified future. Coming up next on BBC Zero, there's another chance to see the colour yellow.

Author's Note

Next Episode: Mistaken Identity

Dear reader,
Well, that was a lot of work. If you enjoyed this story, a sequel is coming in the next few days. Sorry the epilogue took so long to appear; the half-term holidays are over, sadly. I hope you did enjoy it. If you did, why not upvote it and make my day? If not, you could use the comments to tell me why, although if I hadn't enjoyed a story I probably wouldn't have read 25,000 words of it, so you probably won't see this. Never mind.
Ever yours,
-The Minister

UPDATE: sequel now up! Show it love here: http://www.fimfiction.net/story/300019/the-twoish-doctors

Prologue: A Long-Expected Delivery

Celestia’s sun rose high over the rooves of Ponyville, heralding yet another glorious summer’s day for her citizens. As its marmalade rays danced over the streets, all manner of small woodland creatures scurried through the undergrowth surrounding the Carousel Boutique, purveyors of items of fashion to some of the most popular and important ponies in the whole of Equestria. From time to time, at least. At the Boutique’s door stood an exceptionally beautiful young unicorn mare, with dazzling white fur and an immaculately styled purple mane. She was waving cheerfully to a small white filly, who was already scampering down the path away from the shop.

“Take care, Sweetie Belle!” she called, knowing full well that the girl would be oblivious to her, but doing her sisterly duty all the same, “Have a good day at school, dear!”

Sweetie was, however, long out of earshot by this time, her speed and eagerness to be reunited with her friends (she hadn't seen them for nearly twelve whole hours, after all) having carried her far away, and having also caused her to kick up large clouds of dust – which, Rarity realised, sighing, she would have to spend a sizeable portion of her evening trying to remove from her little sister’s coat.

Normally, at this point, she would have gone inside and begun work on one of her famous creations, but today she lingered outside. She was waiting for a very special delivery.

Right on time, a large delivery cart, with tall sides and a roof, pulled up outside. Embossed across the cart’s side in large gold letters, were the words ‘Auto Plastics’. A beam of delight crossed Rarity’s face, but she quickly regained her composure. She trotted over to the bearded earth pony pulling the cart – a pale yellow earth pony stallion with a ginger mane.

“You Miss Rarity?”, he drawled.

“I am she,” replied the mare, delicately, “have you brought them?”

“Sure have,” replied the courier, his vowels stretched across his mouth like hammocks, “six high-quality, poseable tailor’s dummies. Where d’ya wannem?”

Rarity tried desperately to control herself – she knew the cart’s contents, had ordered them days before; she was already dancing from hoof to hoof like a little filly at her birthday party. The stallion trotted round to the back of the cart, and opened its doors. He sprung lightly inside, and effortlessly picked up one of six white dummies, which he gently set on the ground outside. Rarity rushed forward in barely concealed joy, and picked up the dummy. She found she only needed one hoof. “Heavens,” she exclaimed, “it’s so light!”

“S’right, ma’am. Only weight’s in the hooves. Stops ‘em fallin’ over, see?” He kicked the dummy, which Rarity had now set down. Indeed, the dummy, although it tottered a little, remained stubbornly upright.

“Jus’ sign here, missy.” He offered her a pen, and held out an official looking document attached to a clipboard. Obediently, she levitated the pen and appended her signature.

Up to then, she had – more or less – restrained her excitement. By the time she had slipped the delivery pony a few bits – the Element of Generosity had a reputation to maintain, after all – and sent him on his way, she was already giddy with enchantment, using her magic to lift the dummies into her shop. The brand-new substance (‘plas-tik’ or something, she was sure), was lightly malleable, but also sturdy. Ideally suited to purpose, in fact, and she was already looking forward to using them in her Canterlot branch, provided she could get a lease on the property she had her eye on, of course. Of all the things that could happen, this was easily the best possible... well, except a commission from Fancy Pants... or another chance at a Photo Finish photo-shoot... now that would be something. Already absorbed in her thoughts, Rarity was blissfully unaware of the slight inclination of the head of one of the dummies she had placed in her workroom. As she pottered about, concerned only with her art, muttering and humming to herself, the dummy tilted its head from side to side, silently watching her every move.