Once a Time Lord, Now a Pony

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Coming down from the sky were more Windegos then anypony had ever seen, or knew existed even. Guards trembled as screams rose up from the streets of Canterlot below. Shining quickly took control over the situation and reminded his men on who they were.

"Keep calm and hold positions, that is the only way we will win here. Remember, you are defenders of Equestria so whatever comes your way you will stand your ground!" Shining commanded, his full prowess as a Captain of the Royal Guard on display. His command worked, and his troops were ready to fight once more with a new confidence in them.

As the Windegos approached, they were met with a flurry of arrows and spell blasts sent their way from the defenders of the castle. Some fell in the first barrage while a few other of the spirits made it through and got inside the Guard's ranks creating chaos. However they were quickly met by either other guards, the Princesses or the Element Bearers.

"Normally I abhor violence, but as I have no choice to defend myself I will do as I must." Rarity commented as she spelled a Windego out of existence with a magic blast from her horn.

"This is so awesome!" Rainbow exclaimed in joy and laughed as she bucked a Windego towards Twilight who destroyed it with a spell. "Though seriously, I thought these guys were supposed to be tough. What, did they grow weak since the founding of the nation or something?" Rainbow wondered aloud.

"Maybe it's the law of the conservation of ninjutsu." Pinkie guessed as she threw a pie in a Windego's face knocking it off the balcony of the Castle. Rainbow stared at her.

"The what?" Rainbow asked in disbelief. Pinkie shook her head as she giggled.

"Oh Dashie, go and read TV Tropes sometime." Pinkie replied cheerfully. This only managed to confuse Rainbow even further. Celestia however had a different explanation.

"These are only low ranking Windego. The more powerful ones will come later if we do not halt their advance." Celestia said wisely. Nearby, Fluttershy used the Stare on some Windego freezing them in their tracks with Pinkie then blasting them with her Party Cannon. Suddenly, a whole bunch of Windego splintered off from the main group and headed towards Canterlot below.

"Hey, they're going towards the city!" Galaxy yelled as he sliced down another of the ice spirits with his scythe.

"Elements, you're with me." Steel commanded. "We can take care of those."

"We can take care of things here, you just get to work on the others. Canterlot shall not fall on this day!" Shining yelled before he dispelled another Windego.

Canterlot

Meanwhile, the Doctor was searching high and low for the Master. Suddenly he saw something out of the ordinary, a unicorn mare who he would later learn was named Moondancer on a rooftop reciting from a certain spellbook to control the Windego's forces. The Doctor growled to himself, the Master had always been hypnotic, heck one of their childhood games together was for the Master to hypnotize people and the Doctor to reverse it.

"This ends now." The Doctor muttered before he made his way up to the rooftop and using his Sonic Screwdriver on the book, he ignited it and it burst into flame. Suddenly a voice came from behind the Time Lord.

"You know, I don't think Twilight would be very happy with you if she saw that. You, ruining a book. Of all the nerve!" The Master mocked.

"Release him, this is between you and me." The Doctor commanded, and the Master sighed but released Moondancer and she looked confused on where she was but quickly guessed that she should be anywhere but here and ran off.

"You're a real fun-killer, you know that right?" The Master asked sarcastically. "You're worse then my mother!"

"Yep, that's me. The big fun-killer." The Doctor said dryly. "And you haven't gotten the memo yet right? I'm the Doctor, so I'm worse then everypony's mother!"

High above Canterlot, Lighting Dust who'd joined the fight not too long ago after seeing what was going on, threw lightning bolts at any Windego who was unlucky enough to get in her sights. At one point, she saw Steel Sentry in the streets below fighting off a Windego and destroying it with a powerful swing of his sword, only to get ambushed from behind by another and trampled.

"NO!" Lightning shouted as she flew down and destroyed the Windego with a lightning bolt. She landed next to Sentry and stood by his side, with a defiant look on her face as more Windegos rushed down to greet her.

"Alright you freaks... You want him, COME AND GET HIM!" Lightning shouted as she readied her powers as the air began to smell of ozone...

"Why do you help these... ponies Theta?" The Master asked with the word "Ponies" spat out in derision and disgust.

"They're beneath you and I, and are not important in the grand scheme of things." The Master continued. The Doctor shook his head in pity for his old friend, he'd fallen very far indeed and barely resembled his best friend who'd ran with him in the fields of red grass that covered Gallifrey.

"Not important? Everypony's important in their own little way." The Doctor replied and the Master burst out laughing.

"Look at you, you've... acclimated. Yeah, that's the way you are. Even if you're not of any world, you sure put a lot of work into it don't you?" The Master said in disgust. However, he was so focused on the Doctor he never heard the loud whinny that came from behind him or noticed who it belonged to. The Doctor did however. It seemed that the Windegos didn't take too kindly to being controlled and now they were angry. Very angry indeed.

"Master, please! You've got to move from that spot now!" The Doctor called, only to be blasted backwards by a energy blast from his old friend. The Doctor then let out a loud cry of "NO!" as a Windego flash froze the Master on the spot. The Doctor, as he slipped into unconsciousness from the energy blast never saw what happened next. The Master released blasts of golden Regeneration energy and soon instead of a blond maned stallion there was a mare with a short black mane and purple fur.

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"Well, I'd say this venture has failed completely. I think it's time to take my leave." The Master said before a thought struck him. Shee very well couldn't call himself the Master now that she was female now could he? Missy sounded much better, she thought as she danced over to the Doctor and laid a kiss on his forehead.

"Sleep tight, my love." Missy smiled before she trotted off. It would be a long while before she would be seen again by anypony.

Meanwhile, Twilight and company were fighting in the streets below taking down Windego after Windego. Applejack and Rainbow had even started up a little game between themselves.

"Alright, that's ten to me!" Applejack called to Rainbow as she took down another Windego with her powerful legs.

"Puh-leeze! I'm on fifteen already!" Rainbow laughed and Applejack growled to herself.

"Ah'm not letting no pegasi beat me!" Applejack retorted. She was greeted with another laugh from Rainbow.

"Oh yeah? How's that working out for you so far?" Rainbow mocked. Twilight sighed to herself  and mumbled something under her breath even as she took down another Windego by using a flame spell on it. Suddenly there was a very loud whinny, louder then all the rest as a sight even the Princesses found daunting appeared. Poking it's head through the swirling storm clouds was a truly gigantic Windego head.

"The Windego King..." Twilight whispered in fear. She'd read about it, but even she thought the creature only a myth.

"So, you want that one or do I get it?" Rainbow whispered to Applejack who nervously whispered back "No, Ah'm good. Y'all can have it."

"Oh my..." Fluttershy whispered as she trembled in fear.

"Alright girls, this is it! Ready your Elements!" Twilight commanded. One by one, each Element of Harmony glowed with power and hummed The head was now revealed to have a body connected to it that became visible as it emerged from the thicket of cloud. Six beams of energy met up and combined into one large rainbow that struck the Windego King head on and there was a loud explosion of blinding light forcing everypony to turn their heads away. But when it faded at last, the skies were clear and calm as if nothing had ever been there in the first place.

"It's... It's over." Twilight said as she caught her breath.

Later...

Twilight smiled sadly as she surveyed the damage to Canterlot. The battle was over, but it would take a lot of hard work to repair the damage.

"So, do you really think Commander Hurricane, Princess Platinum or Chancellor Puddinghead really have descendants living somewhere in Equestria? " Twilight asked as she turned to Celestia. The Princess of the Sun could only smile mysteriously as she gazed upon the Elements of Harmony and Shining Armor.

"We may never know my Faithful Student." Celestia replied with a chuckle. Twilight frowned, as she guess Celestia wasn't telling her everything she knew but decided to let it go for another time. Twilight's thoughts were then interrupted as Lightning Dust's voice cut through the air.

"Hey, I need some help over here!" Lightning called and Celestia, Shining and Twilight rushed over to her, and found Lightning standing over a badly wounded Steel Sentry, who's armor had been shattered from the trampling it had recieved and was in pieces. Steel himself was in no better condition and was bleeding badly.

"Hey... did we win?" Steel coughed. Shining rushed over to him.

"Yeah, we won." Shining said and Steel smiled sadly, almost as if he was... Shining quickly cleared those thoughts from his head. He wasn't going to lose another Royal Guard in the line of duty, not today.

"Stay still, we'll get you to a hospital." Shining said only for Steel to give him a sad look.

"You and I both know that I wouldn't make it in time." Steel replied and Shining shook his head in denial as he fought back tears.

"No, don't say that. You can't give up now." Shining said as Steel coughed.

"I'm not giving up, I don't have to." Steel explained. "My wounds are too great, and even if by some miracle I did make to Canterlot General I wouldn't make it through surgery. At least... At least I'll get to see my son again..."

Those were the last words ever uttered by Steel as his eyes closed for the last time. Steel Sentry, second in command of the Canterlot Royal Guard was dead.

"He went down fighting." Lightning Dust said sadly, she wasn't too far from tears herself. "That's the best end any Royal Guard could ask for, to die in battle."

"He shall be remembered." Celestia said sadly. "He and all the others who gave their lives to defend Canterlot this day. I promise you that, Shining Armor."

"T-Thank you..." Shining whispered back.