Professor Whooves Adventures

Chapters

Episode 1 - Secret of Sunnytown
Episode 1 - Epilogue
Episode 2 - Prologue (Rework)
Episode 2 - Manehattan Meeting
Episode 2 - Epilogue
Episode 3 - Prologue

Episode 1 - Secret of Sunnytown

"We all change. When you think about it, we're all different people, all through our lives."

Once upon a time, in the magical land of Equestria...

A shadow from another world slipped into the light of a new world. Something new to it, outside of it. Something that wasn't meant to be, became.

One day, a filly by the name of Applebloom had wandered into the Everfree Forest, on the outskirts of a little town known as Ponyville. Accompanying a unicorn by the name of Twilight sparkle, sometimes known as the element of magic. Or, at least its present wielder.

The two having met up when the former saw the latter, and began attempting to regale her with the tales and exploits of her friends. Their little adventures, and quests to accomplish greatness. Accompanying Twilight as they set about deliverying books to a friend.

Though, a short while after they entered, the sky, unseen by them seemed to crack. A small tear in the horizon, leaking a clear unseen energy out, and across the land. Drifting down, settling upon the forest. Before the crack shut itself.

Within the two had progressed along, eventually reaching a large hut in the center of the forest. Another equine individual outfront of it. A zebra, in this instance, about the same size as Twilight. She make a line in the dirt, and stared over it with intent. As if looking to determine something.

"Hey Zecora!" Twilight greeted, noticing her. "I brought the books you wanted."

Drawn from her thoughts, Zecora took stock of the two. Smiling some at their sight, as they approached. Briefly giving a dubious glance back to the 2 lines in the dirt.

"Kind ponies, I thank you for delivering these on a day so cold." Zecora replied, being handed the books.

There was a strange sound through the forest, a rumbling thunder of sorts. Twilight, and Applebloom glancing around, seeming to search for the source. Zecora giving a glance back, finding a single line in the dirt.

Twilight asked. "What was that?"

Zecora sighed. "You do not want to remain for what might unfold." She added. "Hurry back to Ponyville you two must." She turned and started into her home. "For the darkness this night, you cannot trust."

Adjusting the books, she turned and started into her home, leaving the other two standing there a bit visibly confused. Given that she didn't usually rush off like that.

Twilight pondering the reason for the odd behavior. Electing to take the advice, she turned from the dwelling, and began heading back. Applebloom observing the two, letting out a little huff.

"Hey, Twilight?" Applebloom tried to grab her attention. "What the hay did that mean?"

"Admittedly. I don't know." Twilight replied, before adding. "But, we should get going either case, it's almost night. Come on Applebloom."

The pair headed along, back down the path they came. Unable to notice the strange essence seeping into the forest. The moment of the crack in the sky, coinciding with this very instance.

As it happened, Appleblooms vision suddenly blurred. For a moment, she felt herself stretch into two renditions of herself. Identical. Twilight visible to her in the same fashion, seemingly out of sync. And then, it was over.

The filly shook off the strange feeling, blinking a lot. She couldn't quite remember why she was blinking so much, or why her head and eyes hurt. But she rubbed them for a moment, trying to make the strange soreness go away.

Twilight for her part blinked in surprise. "What...how in Celestias name did this tree fall?"

The observation came, upon noticing a rather large tree was blocking the road leading out. Neither party had noticed it before. But Twilight observed it seemed to have been felled some time ago. Confusing, given they had only just passed through there. She glanced it over, and scanned it with her magic, checking for anything off about it.

Applebloom had an idea. "Maybe it was that sound?" She then added. "Or...maybe...it was ghosts?"

"Don't be silly-" Twilight said, her horn aglow with magic. "There are no such things as ghosts. Now, give me a minute, and I'll move this."

She strained with her magic, lifting the tree. The process a bit more difficult than she had anticipated it to be. Her eyes closed as she focused, bringing it up, and to the side of the road. Letting out a content sigh, before opening them, and staring blankly ahead, eye twitching.

"Uhm...Twilight, there's more of em." Applebloom noted.

"Oh come on!" Twilight declared in frustration.

The path ahead was marked with a dozen or so trees. All large enough to block up the road, or make traversal difficult. Something that clearly had to have be done intentionally. Twilight opting to believe it was one of her friends playing a prank on her, again.

She groand, and applied her magic to the next. Beginning the admittedly slow processed of attempting to clear the way out. As quickly as she could, so long as it was done safely.

Behind her, Applebloom fidgeted impatiently. The girl was rapidly becoming bored of merely standing there. She tried to think up some clever way to move the trees, briefly imagining making some sort of machine to do it. Made of sticks, and rocks, with a huge claw on it. The concept providing some amusement.

It was around then, however, that the odd burning sensation on the back of her head, became known. It was that unsettling little feeling a person got, when they were being watched. Some leftover survival instinct, kicking in, inspiring her to look back.

Upon her turn, she noticed someone in the road behind them. A grey filly, a little bit older than she was, but not quite as old as Twilight was. This stranger had a blond mane and tail, with a spyglass cutie mark. The other filly gasped upon being seen, and hurried off the path into the woods.

"Hey Twilight?" Applebloom said.

"Not now Applebloom." Twilight sighed. "Just...stay there okay. This'll take a minute."

This dismissal prompted a little dash of rebellion. Mixing with the natural curiosity she'd always had, Applebloom started towards where she'd seen the stranger. Giving a couple glances back, finding that Twilight was still focused on her efforts to clear the way out. Much in the same way, Applebloom couldn't help but seek an answer. After all, she wasn't aware of anyone else living in the Everfree Forest. Knowing only of Zecora.

She imagined there being a massive city, or an ancient temple within the woods. Perhaps some lost civilization of super powerful cutie-mark granters. She didn't know, and her mind was alight with possibility.

With a determined expression she raced after the grey filly, off the path, and into the dark. The space she entered, reverberating. A strange fog fading to cover the path, moments after she entered it.

Twilight let out a content sigh, having moved the tree. "See, I told you it'd...Applebloom?"

Applebloom began through the underbrush, finding it a bit darker beyond the path than she'd imagined. Even given how tangled the trees were. Her steps bringing her to a clearing, ear flicking as she heard movement through the bushes, spotting someone.

"Hello?" She called out. "Who are you?" Her bow got caught in a branch. "H-hey oh...darnit."

Her bow now dangled from the tree, much to her mildest irritation. However, she wasn't about to slowdown now. Telling herself she'd simply get it once she began back through.

Following the noise and the motion, she went further and further into the dark. Venturing along, down winding paths, and corners, long straightaways. Not thinking for a moment, of how she would ever find her way out of this strange maze in the future.

"Are you out there?" She called out, getting no response. "Where the hay did she go?" She muttered. "Zecora says it ain't safe out here!" She called out. "She's...real smart so..."

A loud sound came to her attention, snapping her from her movements. The filly finding she had nearly passed by something to her side. Something that stood out, quite terribly, despite how dark it was.

A large red box, that was laying on its side. It had the words 'Police call box' on the side. Though she had no idea what that was meant to be.

The bigger, strange detail about it all, was the sound of splashing water coming from inside. Her head tilting, as she listened. It sounded like waves, and there was even some water on the ground in front of the strange box.

"What the hey?" She asked, deviating, stepping nearer. "Hello, anypony in there?"

Suddenly the side facing her was thrust open, with what seemed to be a door. Leading to a small flood of water to spill out. The filly jumping back, splashing onto the water in sheer confusion.

A loud gasp for air redirecting her focus back onto the box. As a hoof becam visible from within, grasping at the ground. Pulling from the edge of the water.

Following that, a strange pony soaking wet, and couching heavily crawled out of the box. Wearing a soaking wet jacket, that dragged against the ground with them. Spitting up a good deal of water.

Applebloom briefly peered at the interior of the box. It was strangely, much larger than she was expecting at a glance. There was a great deal of water, like an ocean, with light coming from somewhere within. The water splashing around from side to side.

Her focus fell on the figure on the ground, half-sunk into the puddles. A mare with a light blue coat, and white and dark blue mane and tail. Presently wearing a now-stained red dress shirt, with a black coat overtop.

There were holes and damage to the jacket, and shirt. Revealing that the interior of the jacket was made up of some silver silk-like material. Not that Applebloom had the best reference for such a material.

Applebloom asked. "Hey, are ya alright?" She took a moment to nudge the stranger. "Miss?"

The strange mare replied. "Not now...Suzy." She coughed up more water. "Ugh..have to..evacuate the water...blimey...that's painful."

"Suzy?" Applebloom asked, unfamiliar with anyone with that name.

The Mare struggled up. "Well...that's a helluva way to-" She coughed more water. "stress test the new body." She turned towards the box. "Let's just break g-" She coughed again, and took a moment to clear her throat. "aghh, pain...where was I? Oh, right. Letting the gravity controls break while we're in the middle of flying through a literal tear in the fabric of reality. Oh, that's grand, lovely idea, especially when my body is doing the twisting, and breaking like that."

The box made a long low dong sound. A bit like a bell. The strange mare tilted her head and this, and huffed.

"What do you mean straighten you out?" She asked. "What like lift you up?" She glanced at Applebloom. "You're gonna havta handle that one yourself. Lest you forget, I don't have hands anymore, and neither does Susan apparently."

Applebloom asked. "Who's Susan?"

"Shh, Suzy, not now, gran is talking to The Tardis." The mare replied, seeming mildly lost, a chime ringing from the box. "Oi. Don't give me that sass. Which one of us was turned into a technicolor equine, and then half drowned, when a certain someone lost control of herself, hmm?" The box made no sound. "That's exactly what I thought...where's my thing...the one that goes...whirry whirry and does stuff?"

There was a sound, as something ejected from the box fast. Slamming into the strange mare, knocking her to the ground. The thing in question, revealed to be a metalic wand of some kind, that thumped her in the chest.

"U-uhm-" Applebloom asked. "are you okay?"

The blue mare groaned a bit, laying on the ground. Picking up the wand thing, shoving it into her pocket. After a moment she seemed to process the question.

"Not now, dearest, I'm a horse-thing and angry. Never been a horse-thing and angry before." The blue mare replied, her voice bearing a heavy accent. "Lovely, what was that for?" She asked, getting up, getting a chiming noise, as the door closed. "A-ah...was...well, maybe I was a bit harsh. I guess I was also partially to blame, dropping the charges and what not. But in my defense, everything wa-"

"Are you talking to the box?" Applebloom stepped nearer, and looked it over.

"It's The Tardis. It's not a box...you named i-" The blue mare blinked, registering her presence. "Oh...hello?"

For a moment, Applebloom noticed the faintest little glint of light in the strangers eyes seem to dim. Her constant little erratic movements growing still. Seeming to be fully processing everything now.

"Uhm, howdy." The yellow filly replied. "Who're ya talkin to miss?"

"That...that...that it-doesn't matter." The strange mare adjusted her darker jacket, finding one of her arms sticking through the side of the sleeve rather than the proper part.

"You sure?" Applebloom asked.

"Yes I'm sure." The mare had pulled the jacket off some, to try and get it on. In the process catching herself on the side. " "And are you t-aagh!"

The blue mare pushed at an awkward angle of the jacket, and promptly fell to the ground. Splashing back into the puddle on the ground, sighing tiredly. This earned an involuntary snicker from the girl, who stepped over, and offered a hoof to help out.

"Need help?" Applebloom asked.

"I'm being offered assistance from a..." The mare trailed, and took the hoof. "What are you exactly?" She inquired. "With suction cup hooves that magically grab things, and bright colors and...ohh...hohhh oh, I see it now." She smirked. "You're the same species as whatever it is I am, aren't you?"

"Uhm...yup. We're...both earth ponies." Applebloom asked, helping her up. "I know I asked before, but...are ya alright, really?" She asked. "W-wait, did ya hit your head?" She gasped, and said. "Oh, maybe I could get my cutie mark in first aid? I could ty and help-"

"Ahh, no. " The strange mare replied. "No, I don't need any assistance strange...smaller pony...ponies, really?" She sighed, managing to get the jacket on. "So, presuming we're of the same species as previously indicated, and you're of a smaller variety than me...that would suggest you're...a child?" She added. "I don't like to assume. It's rude. Or maybe that was the old me...maybe I'm an assumer now. Still not...ginger though. Miserable. Where was I...right, child, you, yes?"

"I am...yeah. You're...real weird." Applebloom noted, before asking in rapid fire order. "What's with the box filled with water? Why're you out here? What happened to your coat? D'ya need help fixin it? Think I could get my cutie mark in that? My friends sister owns a shop, I bet she could help!" The mare stepped back, looking bewildered. "Are you that girls ma? Who's Suzy, is that her? Is Susan the same person? How didn't ya know you were a pony?" The mares ears dipped back, as she began trying to shush the child. "What's your name, my name's Applebloom, and-"

The stranger gave a solid. "Shush." And found it seemed to work. "Oh thank the goddess..okay, okay, child, please stop alright. Too many questions, too fast." She let out a little breath, a whirring noise coming from the box. "Oi, no, no no no, don't you go encouraging her. It is not funny."She turned. "Okay, to clarify, your voice sounds feminine, at least to my aging ears. However, I've been wrong before, and I like to, or liked to be a bit more considerate of these things. So, do you have pronounces, do you know what those are, do they matter on this-this place?"

"Uhm...that's like...he, she, they isn't it?" Applebloom asked.

"That'll work, yes." The mare nodded, asking. "Is it she?" The filly nodded. "Great, good, cheers. So am I apparently. Maybe I'll have you offer pointers. It's been awhile since the last time."

"Were ya not always?" Applebloom inquired curiously.

"No. I think...one, two, two times before...or three?" She seemed to debate this. "Either case... just this morning I was an older gentleman...scottish, funny enough. Very angry eyebrows." The mare indicated. "One bad trip later, and suddenly I'm on my second...thirte-I...this life, definitely female, and a pony again. Not the pony again part, the other one. Female, I mean, feminine, of that particular sex...probably keep the expression, don't know yet." She hummed. "Surprisingly it's not the strangest thing to happen to me."

"Well, if it helps, I think you're pretty." Applebloom told her. "Bit weird though."

The mare blinked, nodding. "Huh, well, yes, but I don't require compliments, I'm always great looking. But, since you're you're an excellent judge of style. This old jacket, should I keep it? What'cha think?"

The longcoat was well torn, and quite battered. Very dark, especially with the rest of her ensemble. Applebloom finding it a bit 'formal' were it not for how damaged it was.

"Uhm...it's nice?" Applebloom replied. "Little dark though."

"Yes, well I used to think it was quite fetching. Gonna have to replace that with something brighter." The mare huffed some. "Right, yes...you had questions. I have some to. So, I answer a question, I ask you one, fair?"

"Alright." Applebloom replied.

"Fantastic-" The mare paused. "no...no not that word. Hate the sound. Ugh, tastes like vinegar...eh, whatever, I'll figure it out. Anywho-" She paced a little. "Applebloom, was it?"

"Yup." The filly replied. "And...you are?"

"Well, child, I'm The-" The stranger paused. "No...no I can be more than that...can't I?" She asked. "New world...why not?" She smiled some. "I'm the...I'm The Professor. That's with no who, no what. Just The Professor." The Professor explained seeming mildly enthused. "Where...am I?"

"Well, yur in the Everfree Forest." Applebloom replied. "Didn't...cha know that?"

"No." The Professor replied. "That wasn't specific enough clearly. I meant, place, plane, land, country, location, solar system, galazy?" She threw a hoof up to the sky. "Universe?" She paused. "Matrix?" She focused on a random tree and squinted. "Nope, not that. Good."

"Uhm...Well yur in Equestria." Applebloom said.

"Equ-" The Professor twitched, and stifled a laugh. "equestria? Oh that's...that's just...incredible."

"What's with the box?" Applebloom asked, curiously glancing at it. "I've never seen a box with a pool in it. Is it magic?"

"Is magic a thing in this world?" The Professor inquired.

"Well sure. I mean. Unicorns have magic...and-" Applebloom began.

"Unicorns?" The Professor asked.

"Yeah. Like...we're both Earth Ponies. And some have horns...those're unicorns." Applebloom said, adding. "And the ones with wings are Pega...pegai..pegasusus."

The Professor stood idle for a moment, before adopting a smile. "You're entirely serious. That's...alright. I'm going to have to meet them, I suppose." She wagered, adding. "Do unicorns-" She paused. "er, nevermind, I'll ask an adult. Probably not an appropriate question for a child."

"What's the question?" Applebloom asked.

"Ah, it's nothing, right, back on topic." The Professor cleared her throat. "Right, so. You asked about the Tardis. The box." The filly nodded. "Well, it's...not just a pool. It's actually a type of flying machine. The uhm, the type that transcends the bounds of physical limitations. To traverse the universe, and the stars in the skies. A brilliant defiance to the conceptual understandings of most civilizations." She said in clear enthusiasm. "So...so yes...that's suitably simplistic, but it works"

"With...water in it?" The filly asked. "How's a pool help a flying box?"

"Well, sometimes I like to relax in a pool when I'm flying. Sometimes, I like to adjust the water, and keep fish there. Or, large aquatic monsters needing transplant to a new home." The Professor paused. "Now...you asked me another question...was I someones mother, which lends me to ask...if this is a big spooky forest that feels peculiar to even stand in." She looked around. "What are you doing here, all alone?"

"W-well...I saw somepony out here." Applebloom explained. "She ran off that way."

"D-did you just say some-" The Professor snorted, stiffling a laugh, before producing something from the jacket. "Ah yes. Uhm... well I presume it's a touch uncommon to find people living out here?" She waved around the metal wand, which buzzed, before scanning something on the side. "Correct?"

"A little...I only figured...Zecora lives out here." The filly then noted. "She said we should go home...that it was dangerous."

"And yet, here you are. Running head first into danger, as always." The Professor said, waving the metal object at her for a moment, as it whirred, before checking it. "You just can't help yourself, can you Susan." She muttered, seeming perplexed by the device. "Oh...you should uhm-" She snapped from her thoughts. "you should take her advice little one. Go back where it's safer. Go home. Ideally...far away from here. Presuming home is far away from this specific location."

"N-not until I know she's alright." Applebloom said plainly, feeling confused by the action. "And...why do you keep callin me that?"

The Professor didn't answer her directly, instead she looked over the metal device, and her curious look turned to something more serious. Glancing the filly over, before adopting a small smile. The kind most adults got when they were about to pretend everything was fine, when something was clearly wrong. The type they got when they were worried, and wanted to pretend, they weren't.

"Well then. I can't let you wander alone, can I?" The mare asked. "That'd be wildly irresponsible. So I'll come with you."

"Really?" Applebloom asked, adding. "I thought you'd try'ta make me go back?"

"I have a feeling you would disobey that request. And having you run off alone is... less than ideal Miss Bloom." The Professor said her name, with emphasis, as if trying to cement the idea to herself. "Besides, I've gotta let the water drain out anyways, let some crash damage repair itself." She gave a little wave, of dismissal. "It's not easy to fly when the pool is in the lobby."

"Well... I guess it would be safer?" Applebloom half asked herself.

"That's the hope. Now, you lead on, and I'll follow." The Professor offered.

Applebloom elected to oblidge this, and began jogging down the path. The Professor watching for a moment, before glancing back at The Tardis. Debating internally for a moment, before following on, stumbling a bit as she stepped, before getting a handle on it.

As soon as they'd rounded the bend, the Tardis began to whir. Vanishing from sight, before reappearing in the same spot. Only this time upright, the door opening as a great deal of water poured out.

As they went along, The Professor paused now and then. Waving around the metalic wand, a glowing red light along the end of it. Scanning little things, before putting it back in her pockets, and walking after her temporary ward.

Her ear flicked now and then, an expression of mild irritation and confusion on her face. Muttering something to herself, as they passed through a lightly wooded area. Pondering something as she looked around, noticing that Applebloom was merely continuing down the main path.

"So, Miss Bloom, how often to you adventure into places like this?" The Professor asked, getting no response. "Oi."

"Huh?" Applebloom paused. "Oh sorry. I didn't hear ya."

"I was just curious why you aren't cutting through the trees." The Professor gestured, prompting the filly to glance. "I see a path directly ahead, just through them. Not that far in fact." She then noted. "And I wager once we come around that corner, we'll end up there anyways...why not skip ahead a little, just veer off the path?"

"Oh wow, I didn't even notice that." Applebloom said, peering through. "That's pretty clever. And, maybe we could find her quicker too?"

"That's the idea." The Professor shrugged. "So c'mon and..." The filly started to walk down the path again. "Seriously?" She stepped over beside her. "Don't wanna cut ahead?"

"Cut ahead?" Applebloom asked, looking confused. "What do you mean?"

"Deviate from the path." The Professor replied with a raised brow.

"But...there's... only one way'ta go." Applebloom said.

The Professor stared blankly for a moment, taken aback by this. She turned and looked through the significantly quicker shortcut, and then back to the girl. Taking a breath, she worked to compose herself.

"How do you know she didn't run off into the woods?" The Professor asked her, giving the filly pause.

"Cuz she-" Applebloom seemed to consider this. "well, I wouldn't. That'd be scary...wouldn't it?"

"Well possibly, but you're not exactly going alone. I can even pop ahead first, if you like. Make sure it's safe?" The Professor offered.

"I guess that'd make sense." Applebloom replied, turning and continuing down the path as she was before.

The Professor didn't respond to this, beyond slowly blinking, and muttering something to herself as she followed along. Noticing that the smaller equine was making a point to stick towards the center of the road. The pathing was odd, almost deliberate, yet it had seemingly come about in undeliberate fashion. Then again, sometimes children played peculiar games.

As they went around the corner, it indeed went to precisely where she had known it would. Only, it took a couple minutes extra. The end of the path marked with a notable light up ahead.

The youner of the two began along without hesitation or pause. A hoof suddenly grasping her shoulder, snapping her from her thoughts. Applebloom was pulled to the side, prompting a very confused sort of look from her.

"Don't just go walking in there." The Professor said, with a sigh, while taking out the metal wand. "Honestly. It's like I'm dealing with a human again."

"W-what's wrong?" Applebloom asked.

"You always perform reconnaissance. Recon for short by some people. People who are either cool, or are trying very hard to-" The Professor shook her head. "sorry, focusing. Look, I'm just going to check something." She pulled up her jacket some. "Alright, you see, I have a tattoo on my rump. Never had one there before." She glanced to the side. "Well, once, but-"

"You have a cutie mark?" Applebloom asked, before adding. "Oh, it's...an hourglass with black sand?" She then asked. "Your...special talent is...time?"

The Professor gave it a look-over, and that was indeed what the rump tattoo, or 'cutie mark' was.

"The fact that my butt is aware of what I do, is a bit peculiar to me." The Professor admitted, with a little smirk. "But you don't seem surprised. Which, as an observation leads me to a suggestion, a possibility. And thus...I take it they're normal?"

"Well yeah. Most folks have em. Most of my classmates too, actually." The filly smiled some. "B-but me and my friends're try'n'ta get ours. We've tried all sorts of things."

"So it's a coming of age ritual, of sorts." The Professor pondered. "In that case, tell me, is it uncommon for an... adult not to have them?"

"Uhm...I guess it could happ'n. But...I don't know anypony like that." Applebloom admitted.

The Professor tried to hide her amusement at the word choice. "R-right. So, lesson time. Questions are important, Miss Bloom, as they lead to new discoveries, and preparation for possible outcomes." She indicated. " Such as the one I've just made with that one." She stepped over, and parted some leaves. "Now, peer through the leaves there. Up ahead, see those fellows?"

Applebloom felt a mix of compulsions at this request. The first was merely to continue on, and venture into town. It almost made her eyes feel heavy, and her mind tired.

The other was to sort out whatever it was The Professor had apparently discovered. And that one was different, more desirable. Prompting her to oblidge, and peer through the leaves beside the blue mare.

Beyond this space, there was a vast clearing full of light pouring down from above. Falling upon an incredibly quaint, albeit decent sized little town. Various homes, and houses of roughly similar makes and models placed about. Gardens on the side of each. She couldn't help but find it a bit cute, and quaint.

Applebloom then noticed the ponies there, wandering about, doing things. Some were setting up decorations. Others were passing by one another, joking or chatting in general off and on.

It was then that she gasped, noticing something far more noticeable than the rest. Something she was both shocked and appalled, even if she didn't know the word, that she hadn't noticed sooner. Nopony here seemed to have a cutie mark, not one single one she had observed, and they were adults, all older than her.

Applebloom commented on this revelation. "They ain't...got cutie marks." She asked. "They're...blank?"

"That's right. None of them do. At least none that I could observe, and I have very excellent eyesight. Well...decent. Well, possibly, I'm not entirely certain yet. Er, nevermind." The Professor took the wand, and aimed it at her own cutie mark, causing it to make a few strange sounds. "So, just to be on the safe side-" The hourglass seemed to fade. "there. Ha. Yes. I knew that would work!"

"What'd you do?" Applebloom asked. "Y-you got rid of your cutie mark?"

The Professor seemed to light up, expression becoming something a bit giddy with pride. Repeating the process on the other side, removing that one as well. She then straightened out her jacket, a smug expression on her face.

"So, and this is a touch fascinating. This whole world seems to operate a bit differently than the one I'm familiar with. And I'd posit the sensation I've been hearing is observable throughout the universe, but that's something I'll need to check later." The Professor then asked. "Where was I? Oh yes. So, everything in this universe, has a frequency. An energy, a tune, something of that nature. It's what I was scanning while we were walking." She smiled. "A few quick scans with the Sonic Screwdriver, and I have a moderate understanding regarding the nature of things within this present reality. And the music itself. Which , admittedly, all those frequencies are like songs. Like ambiance tracks, or instrumentals. Even my rump tattoo, which is funny to me, albeit in an extremely obnoxious sort of way."

"So...you hear...everything singin?" Applebloom asked, trying to decipher the excited ramble. "What about this?"

She held up a rock. It was a fairly standard looking rock. With a fairly standard grey color to it. As well as a little song that flowed from it.

The mare squinted, took it, and held it to her ear. "It does, actually. Sounds like chiptune." She held it out, and glared at the rock. "Couldn't even stay on brand. Disappointing." She tossed it aside. "Well, anywho. I used my sonic screwdriver to determine the frequency from my uhm...cutie mark..." She smiled. "and then altered it to match the one associated with the rest of me."

The filly listened, and seemed to think. "S-so you...made it...invisible?"

"Functionally yes. On both sides. Since it seems to come in pairs." The Professor muttered, before adding. "Now, Miss Bloom...just to be safe. Don't mention that I have one, alright?" She asked. "There's a chance, however narrow, their culture is unfamiliar with them. Which would make finding this girl you're seeking, difficult."

"Okay." Applebloom nodded. "I won't say nothin. Promise."

"Good girl. Now-" The Professor found that the filly had turned, and promptly proceeded into town. "just...continue on I guess?"

Without warning, Applebloom wandered into the strange town in the middle of the Everfree Forest. There, she was greeted by warm sunlight, and the friendly atmosphere of the locale. Hearing the distant sound of birds chirping, and people talking, laughing and sharing the day with one another.

Caried, dancing across the wind was the scent of sweetes. Pies, perhaps, of various varieties. As if for a celebration, in this tranquil location. It was about then that she noticed the grey coated stallion, with a black mane and tail near the entrance area.

He was looking things over on his clipboard. Making little checks and tallies. A seemingly perpetual smile on his face. Seemingly making notes regarding everything in the area.

Said area was set up like it was a celebration of some kind. Made up of tables, and stools. With banners stretched across the various posts, and fences. Seemingly advertising some festivity. She approached the stallion, drawing a glace towards her.

He let out a. "Ha ha. Well hi there little filly." His voice friendly, and upbeat. "And welcome to Sunny Town!"

"Uhm thanks. It's uhm..." She looked around more. "Who are you anyways?"

He went to say something before a shadow seemed to cast at her side. Applebloom glancing, taking note of the Professor. The mare dusting herself off.

The Professor spoke. "Apologies, I was just wondering the same thing, actually."

He spoke. "Well hello to you too. Wow, two visitors in one day?" He laughed a little. "I'm Greyhoof. At your service." He gave a little bow. "I'm the local celebration planner extraordinaire!" The Professor went to speak, but was cut off. "You're just in time, the party just started. Please, help yourself to food and drinks."

"Cheers. Whatever." The Professor cleared her throat. "Well, thank you very much-" She noticed Applebloom start to walk. "oi, Applebloom."

The filly glanced back, before gasping. "O-oh right. I'm mighty sorry." She stepped back beside her. "Hey there Greyhoof. I'm Applebloom."

Greyhoof smiled some. "Well, it sure is nice to meet you Applebloom. And you are?"

The Professor replied. "For now, you may call me The Professor."

"Professor?" He tilted his head. "What's that?"

"A type of educator, traditionally one found in higher educations." She noticed that he seemed about to ask something. "Where...are we, exactly?"

Greyhoof smiled more. "Well this here is Sunnytown. We call it that because ou-"

Applebloom asked. "Cuz it's all sunny?"

"Well, in a sense yes." He laughed a little. "I like to think it's cuz of our bright smiles."

The Professor noticed that Applebloom seemed to shift some, turning and starting to wander off. The mare sighed, as Greyhoof raised a brow, and took notice. The duo watching as she started to walk around.

"And once more, she aways without a word. I swear, that child." The Professor sighed.

"Are you her...mother?" Greyhoof asked curiously.

"No, I'm just her guardian." The Professor quickly noted. "We got a touch lost, and stumbled into the woods. And, as you can tell from my jacket-" She tugged on it. "it has been a difficult path here. And I've more than once fallen through sticker bushes. Then again, I've never been the best with direction."

"Well no worries friend." He pat her shoulder, the feeling was icy cold even through the fabric. "You two can take a load off and relax. I think this is going to be the best celebration to date, and I reckon we'd just love ta have ya."

"Well that certainly sounds pleasant. Thank you." The Professor, then said. "I should go make sure she doesn't get into anything." She gave a slight bow. "I appreciate you being, welcoming."

"Of course. Have a sun-shiny day." Greyhoof said, pausing. "Er, before you go, if I may-" She stopped her steps. "out of curiosity, are you a healer of some kind?"

There was an odd song in the air, it defied the other torrents, and currents. An altered thing, like someone with shaking fingers was playing the piano. Mind to in a frenzy to focus, yet curious enough to attempt subtlty.

"I've not had any such title since I was a child, playing pretend." The Professor told him, before asking. "Why, are you in need of one?"

"No. I just...it's the darndest thing. I don't think I've met one, personally. We all take care of each other here, after all." He laughed a little. "It's just, you sort of feel familiar, and I started to imagine you as one."

"Ahh, I see. I imagine in some 'professional' outfit or something?" The Professor gained a slight nod from him, and beckoned him close. "It's alright. I've had many people who want to see me as one of those 'sexy healer' types before." She pat him on the shoulder, a faint whirring audible in the air. "Answers no. But I won't judge your interests."

Greyhoof seemed to blush. "O-oh it wasn't like that. I-I promise." He quickly said. "W-when I...I didn't mean I was...er, heh, I wasn't-"

"Hey, listen. I get it, I know, it's okay. You're young, your mind wanders, I'm not faulting you." The Professor said, sounding very amused. "But now, I've gotta get going, so, have a good day Greyhoof."

"Y-you too." He laughed looking embarrassed.

As the Professor left, she saw him bury his head in his clipboard. Smirking to herself, while checking the sonic, promptly after, she slid it into her jacket. It was easy to do a scan, when people were preoccupied, after all.

"Knew I was still good looking." The Professor told herself. "Now...ahh, there you are." The filly had wandered over to a pony who was pale in complexion, with orange-red mane. "Mane...hair?"

It was functionally the same in her mind. She hoped it would be interchangeable in this peculiar universe. Growing near enough to overhear something being said.

The mare sighed. "He hasn't said a word to me all day."

With the completion of those words, Applebloom seemed to start wandering off. The Professor stepping near. Clearing her throat.

She spoke. "Who hasn't?" This earned attention from both entities. "I assume based on that sentiment you're having problems?"

The mare gasped. "Oh, I-I'm so sorry... I didn't mean to...voice that out loud."

"You sound a touch distressed." The Professor observed, adding. "Why do you think that is Applebloom?"

The smaller pony seemed to get a faint shine to her eyes. "Hmm, well, didja... get into a fight with somepony?" She heard the Professor make a sound, covering her mouth. "Or...somethin?"

The mare sighed. "No...I don't know. We're...well, today is meant to be a celebration. We're engaged. And we're going to be getting married tonight, but-" She frowned. "he hasn't...said a word to me all day. I'm not sure what I did wrong."

Applebloom asked. "Welll... who are you talkin bout?"

The mare motioned. "See that stallion over there?" She asked, pointing to a stallion in front of some building. "That's Roneo. My fiance."

The Professor suggested. "Well, why not go and ask him what's going on?"

"I-I couldn't." The mare said, adding. "If...if it's nothing. Well...maybe I'm just being anxious?"

Applebloom commented. "Well, ya ain't gonna know less ya ask?" She then pondered. "I could go and ask fer ya?"

"Oh, you sweet thing." The mare pondered some, glancing between them. "Well, would that be alright?" She asked. "I wouldn't want to impose."

The Professor glanced to Applebloom. "Well, what do you think?" She asked. "Should we?"

Applebloom responded with a smile. "Yeah. It's for her very special somepony'n her."

"Fair, if it's...d-did you...v-very special..." The Professor stifled a laugh, clearing her throat. "er, yes...naturally." She gave a nod. "We'll see if we can discover what's going on. Rest assured, it will be okay."

The mare said. "Oh thank you both. I'm so sorry to trouble you with it." The Professor gave a nod, and started on. "A-acually..."

"Hmm?" The Professor hummed, stopping, as Applebloom wandered off. "Yes?"

"You.. where are you from?" The mare inquired.

"Awfully personal question there miss." The Professor began "Especially when I haven't a clue as to your name."

"You're right. I should have introduced myself. I'm Starlet." Starlet greeted. "I just..I've never seen you before."

"I'd be surprised if you had before. I'm a traveler, you see. I just... well, we happened to get lost." The Professor admitted. "Honestly... the whole experience has left me with a nasty headache."

"Really?" Starlet asked. "Is it...are you sick?"

"No." The Professor responded. "It's the blasted music, as well as keeping up with that one, or trying to keep her out of trouble." She asked. "Does that bother you?"

"N-no.. I'm sorry that must have sounded so very rude." Starlet apologized.

"Don't apologize for being curious. Curiosity is a virtue. It's a dangerous one, sure. But the moment it's gone from a person, is the moment they're already dead." The Professor said, considering. "Into that, since you asked me one. May I ask you a few questions?"

Starlet appeared to consider this for a moment. "Alright. What're your questions?"

"First. Are you familiar with a 'cutie mark' at all?" The Professor asked.

Starlet appeared confused. "Cutie...what?"

"I'm not sure myself. I read about it, being...something people had in a distant land, and was just curious." The Professor shrugged, smiling. "Never know what fun trivia some...p-pony knows, until you ask, right?"

"That's fair. I do like trivia games. They can be a lot of fun." Starlet smiled warmly. "I've memorized all the answers to the ones here though."

"Marvelous...would you mind if I showed you something neat I...made in my travels?" The Professor asked.

"Huh, what?" Starlet inquired, as The Professor took out her sonic. "A...strange pen?"

"Ah, actually-" The Professor tapped it. "it's a gizmo I made to entertain her." She gestured. "It's a night light, or was, originally."

She turned it on, prompting the little whir to became audible. Starlet jumping some, before the momentary surprise was replaced by curiosity, hesitantly tapping the top of it, covering the glowing red light when she did so.

"Wow. That's amazing." Starlet noted. "What's the sound?"

"A result of the alternating helix structure of the sonic frequencies. I'm afraid I've never figured out how to make it stop doing that." The Professor said, stopping it, before stowing it in her back pocket. "Perhaps one day."

"Well, it's incredible." Starlet told her. "I have no idea how you'd even manage that."

"The power of bored people with a little free time, is not to be underestimated." The Professor then said. "Last question...do you know Applebloom?" Her smile fading, as Starlet looked concerned. "You were surprised to see me. But you didn't seem surprised to see her, when you were talking to her. Why?"

"I don't...know." Starlet replied. "I mean...I didn't notice her...and, well, you just sort of snuck up on me." She laughed nervously. "I'm sorry, I'm not...I didn't mean to seem too familiar to your ward, or anything. I promise."

The Professor stared intensely for a moment, before smiling. "That's alright. Forgive my tone. She's my ward. I...well, tend to be a bit overprotective in my old age. Consequence of those old paternal instincts, I'd presume." She laughed nervously, while offering a hoof. "I'm very sorry for being so rude."

"You definitely don't look that old." Starlet managed a smile again. "And it's alright. I...one day I think...it'd be nice to have a foal of my own." She glanced to the side. "I hope... I'm half as protective as you are."

"I'm sure you'll do fine. Admittedly, they're a hassle. And-" The Professor then registered something. "Oh...tsk. Speaking of. Sorry, I have to go make sure she hasn't wandered off."

"Oh shoot. That's my mistake. I went and rambled." Starlet apologized. "Thank you again."

"Farewell Starlet." The Professor gave a little wave, while jogging off.

The Professor was ever so slightly annoyed with herself for having lost track of time, and the filly. Even if she did manage to continue the secondary objective. She briefly stumbled some, as she started around.

A series of noises, and sensations flooding back to her. Prompting a cough or two, leading to golden sand slipping from her lips. A sensation, a desire to collapse into rest rose, her tired eyes getting very blurry.

However, she spotted Applebloom, briefly finding her perception split. A compulsion to remain alert, and awake driving her further. Watching as the girl was talking to someone, before starting to head off further into town.

"Well. I suppose I'll catch up." The Professor spoke, her cadence altering, noticing nobody was around. "Hopefully, they won't mind a bit of perusal."

She began over towards a nearby table, covered with sweets and delicacies. Several drinks placed along the side of it. She observed these things, bearing a soft smile, taking a moment to sit and pour a tiny amount of the drink onto a hoof. Licking the liquid, considering its composition.

"Fascinating. Truly Fascinating." She set the mostly filled drink back, and picked up and individual candy. "My goodness, I'll have to conduct studies on the capabilities of these extraordinary material grasping hooves of mine." She then licked the end of the candy, eyes gleaming with fascination. "How interesting. This is most interesting."

Taking a moment she pulled out her sonic, and gave a quick little scan of the table and its contents. Confirming some of her thoughts and suspicions. Stowing the sonic, she gave a glance around, and proceeded along.

Her posture being a little bit different, her steps marked with a chipper sway to them. Taking the seconds needed to drink in the area, the town, the people within it. All seemed to bear such an air of positivity.

"I bet the girls would love this place." She considered. "I'll have to consult with Ba-"

Her attention then fell on a presence before her. Watching as Applebloom was speaking with someone, The Professor ending her thoughts while trotting over. Feeling delighted at the prospect that 'trotting over' was surprisingly accurate in two fashions now.

As she went however, she heard a sharply drawn breath. Prompting a pause in her prancing, her focus swiveled to the side. There was another mare there, staring, observing her.

Shis stranger had a similar appearance to Starlet, save for a slightly greyer coat, with a deeper crimson mane and tail. Further, unlike the formerly met entity, this one looked quite exhausted and miserable. A dire contrast to all the smiling faces around town.

"You...you're-" The strange mare shook her head. "No it's...different. Who are you?"

"Pardon?" The Professor asked. "Are you quite alright my dear, you look absolutely exhausted." She pat her pockets. "I believe I have a sleep aid, should that be what's troubling you. I use it on myself sometimes you know, when the nightmares are too many."

"What...no I-I don't need...thank you, but no. You don't belong here." She said, adding. "You should leave."

"That's quite a suggestion. Would you grace me with an answer to my pondering of...why?" The Professor asked her.

"You just have to...have to...I hope you enjoy the party." The stranger said, sounding nervous.

Following the darting eyes of this unpleasantly plighted woman wasn't altogether difficult. The Professor not bothering to look directly, however. Instead, she glanced through the nearby glass of a building, to observe what was being observed.

The source of distress appeared to Greyhoof. The stallion was just now coming around the corner, prompting The Professors newest acquaintance to start walking away. Working to lower herself, as to avoid his attention, or detection. The celebration planner far too observed in his duties to care seemingly.

"A moment, my dear...you know what's going on, don't you?" The Professor whispered, not looking at her. "I have...sworn not to intervene anymore...however, I will try and assist you, just this once, if you can tell me what it is."

"The store house." The strange mare whispered back, traversing away.

"Until nexttime." The Professor nodded, turning her focus to Applebloom, who was heading towards her. "Enjoying your little adventure?"

Applebloom seemed to jump some. "O-oh... Professor. Hey, look what I found." She held up a large red gem. "I think it's what Roneo was lookin fer."

"My goodness, is that right?" The Professor inquired, in a kindly tone. "And here I was sadly unaware he was seeking something. You've gone and done the investigation on your own."

Applebloom seemed to smile at this. "I did didn't I?" She half-asked. "Well, ya see, he lost the gift he wanted ta give to Starlet." she explained, starting to walk back, with the Professor following along. "I went and was talkin to people, when I noticed somethin shiny. It was sittin in the dirt, near a garden."

"Good find Miss Bloom." The Professor replied, as they passed Greyhoof. "I'm proud of your efforts. Making such remarkable progress while I dawdle along."

"Well, I thought you were right beside me." Applebloom told her, before she asked. "Did'ja fall behind?"

"Only for a moment, I assure you. I had a lovely chat with Starlet." The Professor replied, her head starting to ache. "I...hmm regeneration is quite an unpleasantry these days. Tell you what, why don't you go and speak to the young man, and see if that's what he's looking for?"

This response gave the filly a bit of enthusiasm. She hurried over to go talk to Roneo. The Professor hanging back for a moment, coughing into her sleeve, a bit more of the golden sand escaping her.

Briefly finding her perception split, as she slowly staggered along. Her steps a bit heavier, eyes seeming dull compared to what they had been. Shaking herself out some, trying to refocus herself.

The Professor watched as Applebloom reached Roneo, heart full of excitement. Brimming to her eyes. Encouraged, and hopefilled. And then she watched as the luster faded, eyes growing dull, the filly simply standing, saying nothing until being noticed by him.

Roneo gasped. "You found it!"

Applebloom tilted her head. "Huh, the gem?" She glanced it over. "Sure you can have it I guess."

The stallion was giddy. "Thank you! Thank you so much!"

In his excitement he moved forward, out of the way of the door that the mysterious made had slipped into a short while ago. His movement propmting him to push past Applebloom with enough force to make her stumble, and nearly fall. Being caught by The Professor, who helped put her back on her feet.

The Professor spitting on the ground. "What a tosser."

Her eyes a bit more irritated, watched the following moments play out. The groom hurrying to his bride, exchanging the gift. The two letting out mutually excited sounds as they embraced.

But the more interesting sight, was out the corner of her yes. Head turning to focus on Applebloom. The filly simply stood there, absolutely silent, watching them. Seeming not to register their display, nor seeming to be upset about being knocked aside.

And when the little exchange ended, she turned. Starting into the building. No comment, or acknowledgement of what had transpired.

The Professor sighed. "That's what I thought." She produced a flask from her pocket. "Okay...one more time."

Her expression having turned dour, as she took a swig, before following inside.

The building was definitely a storehouse, and was also a deceptively large building. Though, one could hardly tell with the clutter. Crates, boxes of various sizes, old furniture, various tools, all of it simply laying around haphazardly.

The windows permitting in only a dull yellow color, rather than clear lighting.

"I'd have gotten fired, leaving the store looking this rubbish." The Professor muttered disapprovingly.

She took note that Applebloom was progressing along, moving with some unknownable intent to her actions. Seemingly progressing with foreknowledge of what to push and where, wearing the same empty expression. Heading along some grand winding path towards...something.

The Professor took note of a face in the opposite corner to the entrance, once peering over the boxes at her. It had a familiar set of gloomy eyes. The blue mare taking that as her invitation to step over, and pull herself up on top of the boxes.

"Suction cup hooves. Such a peculiar physiology. Next thing you know, It'll turn out I have pockets, or something." The Professor muttered, while starting to walk across them.

There were little divides in the path, that she had to hop across. Rather ineloquently, despite her attempts. Huffing some, she dusted off her jacket after the first.

"You know, I've been wondering." The Professor began, hopping over a gap. "Why is it, in any universe, location, or time period, that the people with knowledge never just come out and say it?" She complained, drawing nearer. "It's always gotta be 'meet me under the tower at midnight' or 'I have a confession, but not here' or 'The Time Lords want to speak to you.' Or, my personal favorite. 'I have to tell you something important, but not here.' Why's that hmm?"

She stopped near the end of the boxes, finding the more depressed looking mare, staring up at her. The blue one leaning, giving her a scan for a moment. Briefly checking the progress of Applebloom, which was to say, not a lot just yet.

"It doesn't take someone like me to observe the many things that are very clearly wrong here." She stepped onto a smaller box, and came near the end. "But ya know what, before all of that. Before the cryptics, that only vaguely scratch the surface of what I need to know. I've only got one thing to say." She hopped down beside the mare. "Hello mate. It's nice to meet you person who seems uniquely aware. I'm the Professor. Why couldn't we talk out there?"

The grey mare, with crimson hair sighed tiredly. "Hello, Professor...I'm Mitta." She then added. "Because he could hear us. I don't want him...becoming aware yet. And...because I had to come in here."

"Vaguely cryptic. How charming." The Professor paced a bit. "So, Mitta, I need something more that, you know? Perhaps something useful. Here, I'll demonstrate with a question. Narrow some things down." She stopped in front of the mare. "Are you the only one who's noticed?"

"Yes. It's...my eternal punishment." Mitta laughed nervously.

"Why...what did you do wrong?" The Professor asked squinting.

"I didn't...do anything." Her eyes were full of regret. "That's exactly...what I did wrong." A whirring sound caught her attention. "What is that?"

"Sonic screwdriver." The Professor replied, scanning Mitta with it. "I'm performing a scan. Spotting the, eh, doesn't matter. You wouldn't get it anyways." She glanced to the side, finding Applebloom had arrived, and was simply staring at Mitta, silent as a statue. "Applebloom-" the filly didn't respond. "second useful question. She's not originally apart of this, is she?"

Mitta shook her head. "No." She seemed to shiver some. "I...I'm meant to...say something." She tried not to look. "It...it's hard. I...it feels like choking."

The Professors posture changed. "Quick questions then. This is a temporal prison. Isn't it?"

"I-I don't-" Mitta began.

"A time loop. Time repeating, correct?" The Profession said, in clearer terms.

"Yes. Y-yes..." Mitta started to turn her head, finding it grasped and focused. "sorry."

The Professor stared. "How does it end, this loop?"

"T-they...start remembering, sort of...and she races into the forest." Mitta replied. "I...they chase her. Pass by me. And then-"

"Have you tried to free her from the loop?" The Professor asked.

Mitta replied. "It...I can't. It's impossible." The Professor frowned. "I couldn't...it wouldn't matter. It just repeats."

The Professor said. "Every choice we make matters. Even if it's it's impossible to win." She added. "Especially when it's impossible to win."

Mitta began to shake. "Professor..I-I...I have to-"

"Oh no you don't. Not yet." The Professor quickly asked. "Just hang on. One more question-" Mitta gave a pained nod, tears welling in her eyes. "have you ever seen me before?"

"No...no you're...new-" Mitta seemed to crumble. "I'm sorry...I can't...fight t-this...part."

"Mitta, no, just-" The Professor watched as her eyes seemed to dull over.

"It's not right. This is not right!" Mittas expression was agony. "The same thing... again and again and again!"

The sobbing was intense, The Professor releasing Mittas face. The mare seeming to collapse fully to the ground. The sight of her like that, appeared to disturb Applebloom, who stepped back. Bumping into The Professor, prompting her to look up. Eyes seeming to flicker out of the haze. Her expression full of worry.

Applebloom spoke. "Pr-professor...is...is she okay?"

The Professor let out a tired breath. "She's having a rough day, kid."

"Why...does it... feel like-" The filly began, seeming to shake. "Like I've.."

The Professor felt a tug on her mind, on the parts of it. Coughing a couple times, losing more of the golden sand. Her head feeling slightly clearer, if nothing else.

"Don't panic, Miss Bloom. It'll be alright." The Professor began, the girl looked up at her. "I am going to find you a way out of this."

"Out of...this?" The filly asked, adding. "Oh the building...that's okay already... I already did." She scanned the Professors eyes, and added. "I...why do I...keep forgettin yer here?"

The words were spoken with a genuine dread. An awareness, however thin. The Professor taking a moment to kneel down to her level.

"You're just...lost in the adventure. But that's alright, it is, alright?" The Professor gained a nervous nod. "Don't be afraid. I will get you out of this." She watched as the light began to fade. "I promise you."

Applebloom glanced at Mitta. "Should...should we...ask somepony to check on her?"

"I don't think that's wise. For a variety of reasons." The Professor produced the sonic, and scanned them both. "I'll be coming with you this time. No lagging behind. Not for a moment. So, where too next?"

"I...how would I know?" Applebloom asked, before commenting. "Mah...head hurts."

"That's because...you've the potential to be brilliant." The Professor said, sounding somber. "You're becoming aware of it, this cycle, or you're trying to. You're able to scratch at it, pierce the veil for thin moments, but you're not quite able to break through." She said. "It's...marvelous you can even try."

"I don't...understand." Applebloom admitted. "Have I..." Her posture slightly changing. "I just...what were we... doin?"

The Professor put on a fake smile. "Right. Well, let's hurry along shall we. Get to solving the mystery, while finding the girl you saw, shall we?" The filly smiled. "Lead the way?"

"Well okay." Applebloom replied, turning and starting out. "I'm real good at that. Hey...do'ya think...I'll get-"

Her words simply trailed off, no longer able acting as a buffer to the only other sound in this place.

The sound of crying, and little hoof-steps, as the filly started to wander away. Wordlessly falling back into the pattern of motions. The Professor making a point to keep up this time, not deviating in the slightest. The sounds echoing as they went, being Mitta, who couldn't seem to stop crying. Whimpering out a few final words.

"Ruby...I'm sorry. I'm so sorry." Mittas words fading back into sobbing, eyes as dull as the rest.

The formerly pleasant town was quite a bit different in feeling, in the present atmosphere.

Applebloom no longer tried to talk to others. Moving past the celebrating citizens, still chatting and joking with one another. Barely registering her presence, or The Professors, unless they drew near enough.

Even then, it was just momentary glances. Their eyes dull, returning to their pre-determined 'scenes' one the intrusion was absent the immediate area. A hellish replaying of scripts, without ending.

Forward and through, they went, until she came near the edge of town. A section of fencing open, revealing a forest path to something just beyond it. Past the balloons, and decorations, laid out for a wedding that would never come.

Once she had gone forward a little bit more, Applebloom noticed the grey girl staring at her from straight ahead. A sight observed by The Professor, who took stock that this being, unlike the others, also looked at her. Aware of her presence, before running off further away. Giving view to the second difference, a 'cutie mark.'

Applebloom let out an anxious breath, and hurried after the strange filly. Heading up and around, she came to witness a little shack, a building, alone and removed from the town. In a place where the birds weren't chirping, and all was terribly quiet. Her focus falling on a well beside it, that seemed to be missing a crank.

The unnerving nature of the place didn't deter movement, the filly heading, not to the house, but towards the well. The Professor looking around, scanning with her sonic. Turning back at a sound, like something clicking. Noticing that Applebloom had slotted a crank into the side. Uncertain of its origins.

The crank was pulled, and pushed. The sound of sloshing water, echoing along the interior of the well coming to attention. Rising, until the bucket finally reached the top. A glistening glint of metal visible within it. Illuminating despite the direct sunlight. The smaller pony reached in, and fished it out.

It was a key. Old, yet pristine. The filly heading to the door, slotting it in. The handle turned, it began to creak open. And for the first time, independent of intervention, she hesitated.

"Professor?" She asked. "Are...are you there?"

"I'm right here." The Professor replied, stepping to her side.

"I...don't...want to go inside." Applebloom admitted.

"Do you know what's in there?" The Professor asked, finding her shaking.

"N-no...I just...I feel...afraid." Applebloom said, asking. "It's...it'll be okay...right?" The Professor didn't answer. "Professor?"

The blue mare remained silent, observing. Mittas note about 'eventual awareness' seemed to be coming to pass. Something that no doubt...boded poorly.

The filly hesitantly stepping into the dark building. There were no notably light sources, save from what slipped through the doorway, and the light of a fireplace ahead. She noticed the windows were covered completely.

There was a table off to the left, the only other thing aside from the fireplace. A thing which seemed to have mere embers within. Left perpetually lit, bearing something within the remnant flame. The girl tilting her head as she approached.

"Where did she go?" Applebloom asked, stopping in front of it. "There's... nothin in here. Nothin but-" There was a set of bones in the fireplace, causing her to freeze. "no...no no no!"

She screamed while stepping back. "Applebloom-" She noticed the Professor, her eyes seeming clear. "we need to go."

"It's...I've seen this...before I-" Applebloom began voice trembling. "I can't-"

"Miss Bloom." The Professor said sternly. "We need to run. Now."

The filly nodded, and the Professor hurried outside. Applebloom racing after her. Giving a single glance back, briefly seeing the strange blond filly from before, sitting in front of the fireplace.

She heard the words. "I promised I'd find you a way out."

The door closing behind them, her focus falling on the path ahead. The light once marking it gone, as they breached back into the town from the forest path. All that was left now, was darkness.

The sky was left barren of stars, barren of anything, everything. Yet, there was a faint brightness to everything, only barely present. Enough to perceive the horror. The whole place was in tatters, a mix of wreck and ruin.

The buildings once happy, and quaint looking, were withered. The tables of food, left rotten. The drinks pungent. Now no more than thick, slimy substances, like liquid left alone for years. Molded over. All of this leaving the air reeking, stinking like a bog, nearly making the filly wretch.

Applebloom asked, as they went. "W-what's happening?"

"This is a temporal prison." The Professor indicated. "Generated using...a strange energy, I've been trying to understand it seince we got here. It's what's been causing time to loop." She indicated, weaving past debris. "The residents were kept unaware through a powerful perception filter. Strong enough to keep them on task. Repeating moments. Tricking their minds into thinking they're experiencing it for the first time." She looked around. "But it's breaking down. All of it. This...this is what the place really looks like. A withering husk, rotting forever."

"I-I don't under-" The filly came to a grinding halt. "s-stand?"

Greyhoof was wandering nearer, coming from a point to the side. His form beginning to erode. His eyes gradually becoming red, as his skin darkened, almost seeming to slowly melt away. A mad twitch in his eyes.

"Then there's you." The Professor spoke, glaring. "It didn't take a lot to determine you're the instigator, aren't you?" She let out a hostile huff. "What did you do, Greyhoof?"

"Me...no...we saved the town." He replied. "There was no other way." His voice distorted. "She was going to spoil the party."

Applebloom asked. "S-she?"

The Professors eyes darkened. "Don't stop running." She ordered, snagging Applebloom. "Understand?"

Applebloom snapped from it. "R-right."

The two raced past, as Greyhoof watched them, slowly following along. His form breaking down further. The skin from around his face peeling back, withering. Leaving something like a smile there.

Coming around the bend, dozens of the ponies from the town were panicking. Watching as others decayed. Some seeming to turn their focus towards the two instead.

One of ponies of the town started near them. "You don't understand. The curse befell her this very night." The mare said, starting to wither as Greyhoof had done. "She had the mark!" The two passed by. "She had to go!"

Sprinting past a house, they came to a point where debris from a collapsed log blocking the way. Applebloom promptly began to push it. Trying to get it out of the way. The Professor moving to help, before hearing a pained groan. Turning to see another denizen approaching.

"Please..." He groaned, with darkening form. "stay with us."

"Stay here?" The Professor chuckled. "No thanks, the rent's murder."

"We'll keep her safe-" The pony rotting into a monster added, looking at Applebloom who seemed to have frozen in terror. "We will never let the same happen to you."

"Like you kept Ruby safe?" The Professor asked, noticing surprise in its expression.

The Professor helped push the log out of the way. Motioning, Applebloom forward. The scared filly continuing in their attempt to escape this nightmare place. As they went, something began to blur towards them, one of the denizens, fully infected drawing near. It reached out, and snatched Applebloom up.

"Don't lea-" It began.

A light greeted it. An intensely loud sound, muffled. The sonic pushed into the melting denizens skin, the device whirring louder, as it screamed in agony. Releasing Applebloom, before fading to dust. The whirring stopping, as The Professor helped her up, stowing the sonic again. Her eyes bearing a calm fury, as crimson began to roost within them.

Applebloom noticed. "P-professor, your eyes."

"Hmm?" The Professor coughed some, more golden sand. "Well...that's unpleasant. We're running out of time. Go, now."

As they came to the entrance area, they noticed two familiar faces. Albeit in the same deteriorating state. That being Starlet and Roneo. The would be groom starting to run over, before being stopped by his bride. The decaying Starlet meeting the eyes of The Professor, holding him back.

Roneo called out. "Don't leave...all we want is friendship."

As this was said, Applebloom began to stop. Before being snatched up, and dragged back into movement. Snapping her from the strange funk, as the Professor kept her moving.

Their run however, was short lived. As they came to a stop, finding Mitta standing in front of the path out. Her gloomy eyes meeting the determined ones of The Professor. Both equally crimson. Though, Mitta, unlike the rest, wasn't completely decaying. Her body left mostly in-tact, albeit a darker red than her eyes.

"Keep going Applebloom." The Professor ordered.

"B-but-" Applebloom began.

"Now." The Professor ordered in a hostile tone, staring at the filly with crimson eyes. "Before I lose my patience."

With a hesitant step, Applebloom obeyed, and ran past Mitta, who didn't bother trying to stop her. The mare who remembered just laughing, a pained laugh.

Mitta spoke, with a vocal echo. "Fools...even in death they don't understand." She added. "This is...what we deserve...right?"

"When we were leaving, you said Ruby." The Professor noted, some skin peeling back around her back leg. "You knew her. Didn't you Mitta?"

"Ruby...she was...my best friend." Mitta trailed. "They said she was cursed. I-I knew better...I should have protected her. But-" She closed her eyes. "I made my choice."

"Then choose different now." The Professor demanded, getting a faint echo to her words. "What you did...you can't ever make up for it. But you don't have to let it happen again." She added. "Not to her."

"I-" Mitta glanced past her, and stepped aside. "just run. Run for your life."

The Professor said nothing else, and continued. Finding Applebloom nearby, watching as Mitta moved to block the path once more. Even as more of the decaying citizens were approaching.

Applebloom asked. "Is...is she gonna be okay?"

"I thought I- eh...no time to stand around." The Professor replied. "And, her 'being okay' depends on the choice she makes." The mare articulated, glaring back at Mitta. "Now, Festina! Let's go!"

The forest path was a reflection of the town. The trees withering, rotting, as it possessed by the same blight. The scent filling the air similar to that of the town, intensified by the way the branches groaned, snapping from their decrepit state.

The shapes sprinting after them in the dark, withering bodies, and broken forms. Moving faster from different angles. Some were little more than skeletons, held together by the grim energies of this place.

The Tardis came into view, as they reached the final stretch towards it. A surge of something knocking into The Professor from the side, causing her to roll, and slam. She growled, as she hit the ground, something diving at her. Giving a kick of her back legs, she knocked it away. Watching the nearly skeletal being stagger back, wearing a dead mans smile.

"Y-you cursed us!" Greyhoof howled in agony. "I know it was you!"

"You cursed yourselves!" The Professor replied, finding flakes from her ears breaking apart. "The moment you killed that girl, you sealed your fate."

"She was sick! She was cursed!" The distorted voice of Greyhoof howled from the monster. "She was...going to ruin the party. My party! Don't you understand?"

Applebloom let out a cry of fear, drawing the attention of The Professor. The filly stepping back rapidly, having stopped her advance. The path to the tardis being blocked by the most skeletal of the monsters. Rising, the mare hurried over beside her.

"What I understand...is that you murdered a child...in cold blood." The Professor hissed, coughing more energy. "You burned her alive, like the wastes of flesh you are. Not because of some imagined sickness. No...because you were afraid it would hurt your vanity project."

The remains of what was once Greyhoof roared in a feral fashion. Diving out at her, before something else tackled into him. The two forms slamming to the ground, knocked aside. The other cursed seeming surprised, distracted.

"I should have stopped you." Mitta growled, at the rising skeletal pony. "Professor...I said to run for your lives, didn't I!?"

The Professor responded quietly. "That you did."

With the distraction, the Professor ran towards the one blocking the direct path to the Tardis. Taking out the sonic, she jammed it in the monsters eye-socket. Turning it on, the sound followed, causing the creature to scream in pain, before bursting to dust. As it did, she snatched Appleblooms hoof, and pulled her past them towards the red box.

Applebloom gasped. "W-what about her?" She was ignored for a moment. "W-we're helping her... right?"

The Professor glanced, some of the skin around her lips peeling, giving the illusion that half her face was smiling. Looking back at the cursed mare, and then to the filly. The girl still showing no signs of deterioration. No signs of falling apart, unlike herself.

The Professor groaned a bit at the expression of feat and concern. It definitely wasn't the time for this.

"Just go inside. I'll...sort this out." The Professor ordered.

"O-okay." Applebloom hesitantly stepped inside the strange box.

The Professor meanwhile took in the sight of the breaking bodies, many already turned towards her. Racing towards the Tardis with hostility in what remained of their eyes. Most however, had gone to target Mitta who was being quickly overpowered. Slammed down by a couple of the 'citizens.'

"I observed it earlier. Everything in this universe has a frequency. Strange, harmonic, singing awful ambient songs. Some things, however, have more unstable ones, wavering like they're falling apart. Both of which have been scanned, analyzed by me." The Professor then added, her voice echoing fully, a wild grin on what was left of face. "The former, fine. The latter just needs the right frequency to apart. And...did you know, I installed a speaker system in the Tardis after a particularly destructive party with my ex-husband in the Medusa Cascade?"

She opened the phone-box section of her Tardis. Revealing it to be a panel of some kind, with various plug ins. Slotting in the Sonic, she let out a little laugh, turning it on. The top of the Tardis began to emanate a noise. It started low, quiet, but rapidly grew louder, and sharper. The various decayed, and decaying entities beginning to scream, sprinting to get near, to stop it somehow.

The Professors expression becoming that of a morbid grin, as they began to crumble, one after another. The last being Greyhoof, screaming as he collapsed to dust.

The area free of all of them, except for Mitta. Yet, the sound didn't stop however, as she began to scream in pain, starting to shake violently. The Professor staring, watching her for a moment, before glancing at the Tardis. The sound fading out.

"Sorry about that. Had to be sure nothing else was coming." The Professor spoke. "Well...just gonna lay there, or are you wanting to escape as well?"

Mitta got up, and glanced back. "I...thank you. I didn't think-" She got near, and stopped. "P-professor?"

The Professor had stopped her movement. A feeling of grim familiarity within Mittas eyes. Hesitance, meeting a storm.

"I have to thank you...I had a question I needed answered and you did." The Professor said. "You made the right choice this time. So I'll give you another one." She glanced around. "Once the loop resets, everything in it, including them will reset back to normal. If you stay, you'll be caught in it, which is more than you deserve." Her words hostile, and sharp. "However...I think I've found it in myself...to start believing in second chances again, and you earned one."

"What will...it cost me?" Mitta asked quietly.

"Everything." The Professor replied, opening the door. "This is the only time, you're getting this offer."

The cursed mare seemed to consider this briefly, however briefly, and gave a nod. Venturing inside, as The Professor shut the doors behind them. A grey filly watching from the dark, smiling, before fading away.

The interior of the box was well above anything that Mitta had imagined. She had presumed it to be something, perhaps something mystical. Magical like the forest. And yet it was... so much more.

It was expansive, far more than its exterior would suggest. A massive room, made up of a central flat floor, spread through the circular room. It appeared to be hard wood tiles. Interwoven into one large pattern, like an hourglass. There were bookshelves and spaces dug into the sides of the walls. Filled with rows and rows of books, trinkets, and strange devices she'd never seen.

There were couches here as well. Long comfortable things, ornate and fine. Fitting the elegant aroma of the place, like a classy lounge from a detective thriller. The room possessing two other doors aside from the one she'd enter in through. She glanced up and saw what almost looked like glass on the ceiling. Save that everything was dark. She wondered if it was black wood, or something else.

"Well now, that wasn't so bad. Just your typical spooky cursed town stuck in a time loop. Nothing I haven't faced before." The Professor stepped past her. "I didn't get to say it before, but welcome to The Tardis. It's presently in the old model, which I may change." A warble sound could be heard. "It still looks good on you. But, there's nothing wrong with an outfit change. Goddess knows I need one."

"It's-" Mitta stammered out. "it's bigger-"

"No. Don't you dare. Not from you." The Professor said sternly, earning a glance, and a look of hurt from Mitta.

The raggedy mare stepped over to a large central structure. It was like some great machine, with a rounding console, filled with buttons, and levers, and cranks. The odd machine, making a steady and calming sound. Like mechanical breathing, in its own way.

Applebloom peered out from behind one of the couches. "Hey, you're better!"

"Better-" Mitta took noticed. "my...body, what-"

Mitta found she was as she once was. Her body not breaking apart. She imaged, her eyes back to normal as well. Her attention fell on The Professor, who also seemed to have recovered from the affliction.

The Professor hummed. "Well, you didn't think I was doing nothing this whole time did you?" She asked, smirking. "You remember that device, this one-" She waved her sonic a bit. "sonic screwdriver. I was analyzing everything. Finding the unique frequencies of everything. Tuning it, passing that information to the Tardis to establish a countermeasure." She explained. "When you entered, the infected parts of your body were burned away, replaced with new tissue."

"I'm...free?" Mitta asked, tearing up. "I...I'm not...thank you."

The Professor responded by asking. "When did she arrive?"

"Huh?" Applebloom asked. "Me?"

Mitta replied. "I think...maybe a week. It's hard to tell."

"Huh...to the town?" Applebloom asked. "Ah just got there today?"

Mitta frowned. "Oh...Applebloom. I'm so sorry. It-"

The Professor gave a quick wave. "Nuh-uh-uh-uh. No, stop. Doesn't matter." She began checking a variety of things, throwing some switches. "Applebloom, where do you live?"

"Sweet Apple Acres. It's nearby." Applebloom then asked. "Why?"

"Cuz I'm taking you home." The Professor said, adding. " Now, everyone please keep your hands and feet inside the Tardis at all times-"

"Everyone?" Applebloom asked, tilting her head. "You mean... everpony?"

"Everpo-" The Professor chuckled, but caught herself. "Right. Well both of you, please take a seat, and we'll be on our way shortly."

Applebloom hurried to a seat. "That's cuz it flies right?"

"Yes indeed. Time And Relative Dimension In Space." The Professor declared with friendly enthusiasm. "And we're on our way."

The box began to whir, a loud sound echoing through it. Mitta glanced around nervously, and stepped over and took a seat on the couch. No sooner had the sound begun though, before it stopped, with a loud noise after.

Mitta glanced around. "Did...something happen?"

"Certainly. We're here." The Professor stepped over to the door. "Come along Miss Bloom-" She then added. "you too Mitta."

"R-right." Mitta nodded.

The trinity stepped outside, and were greeted by an orchard of apple trees. And a fairly quaint looking farm nearby. The Professor stepping out first, taking a breath of fresh air, sighing contently.

"Sweet Apple Acres. Should be... the day you left. Give or take a day or two." She shrugged. "Time isn't an exact science."

Applebloom looked around, and noticed someone. "H-hey, that's mah sister!"

The filly ran off towards an orange pony who was walking quietly through the orchard. Wearing a rather anxious expression. Seeming unaware of their presence at this moment.

Mitta muttered. "I guess...this is Ponyville?" She hummed. "Applebloom mentioned it in one cycle."

"Pony...ville?" The Professor couldn't stifle the laugh, and did so openly. "By the stars...that's marvelous." She then added. "Oh you strange technicolor equines. Alright. Go on."

"What?" Mitta asked, glancing. "To...where?"

The Professor let out a long sigh. "I offered you a second chance. So here it is." She motioned. "Go keep her safe."

"Applebloom?" Mitta asked.

"Yes, unlike you, she could become someone utterly marvelous one day." The Professor commented. "You make sure she never, ever comes to harm." She said, while operating the sonic. "You can have a life in whatever little town this is, pretend you're a distant cousin, I don't care." Mitta noticed a cutie mark appear on her, an apple with a bite in it. "But from now, until the moment you breath your last breath, you will never...ever, let her come to harm." She added. "If you do. I'll drop you back in that prison. Understood?"

"I...I won't fail. I'll keep her safe." Mitta gave a nod, and replied. "What...what about the town?"

"Sunnytown...well that's simple. I'm going to seal the entrance." The Professor said, while opening the door to the Tardis. "Make it impossible for someone to stumble into it again."

"You're very...different than he was." Mitta commented quietly, earning a glance.

"Who?" The Professor asked.

"The Doctor." Mitta replied, before asking. "So, will...we ever see you again?"

The Professor didn't answer this, instead looking a bit confused, before heading inside, closing the door behind her. The air filled with that peculiar sound once more, as the box seemed to blink in and out of existence. Fading away, until it was gone. Mitta observing this, before hearing voices.

"Over here, see!" Applebloom called out. "Mitta, Professor!"

Mitta laughed nervously. "Okay...Mitta...you can do this."

As the ponies met, and talked. And a Lady of Time whisked away. The sun was shining bright, across the farm that day. The sky alight, with a bluish hue, and a crack that faded away.

Perhaps their paths would cross again, or this is where they'd stay.

Author's Note

This has been Reworked

Episode 1 - Epilogue

The first day in a new universe, a whole new reality, it had been fairly interesting thus far. Or, at the very least, unexpected. Given the evident differences from what she knew. And yet, some aspects of it were the same.

Floating in the voice of space, The Tardis hummed along passively. A calm presence, merely floating about, resting for a moment in the starlight. Galaxies unfolded around it, in beautiful hues, and dazzling shades.

A long rope tied to the railing beside the door. Pushed out, beneath the closed door, and out into space. A nomad attached to it, floating, as it was, among the stars. Waiting, patiently.

The Professor floated there, within a bubble of breathable air extended from The Tardis. The rope latched around her, with a large, peculiar device held within her hooves. It had a screen attached to the center, with a satellite disc on the back, and a variety of buttons on the front.

The screen displayed miniscule text rolling down the screen, leaving the Time Lady to merely smile, a faint smile. Finding that something she theorized had proven correct. Even if it was comically strange to be correct.

"So...that planet is their version of 'earth' then." She scanned the planet below. "No wound...no tear. I suppose that's it then. No going back..."

The Professor was left to ponder the concept of this peculiar fate, and what it meant for her. She closed her eyes, and focused on the sensation of space, on the memories. A pair of ear-muff headphones on her ear, listening to secondary readouts of the machine.

There was a sadness to this, and yet hope, and frustration. She began to drown out the noise, listening instead to the things beyond it. Feeling the pull and flow of the universe itself. Its own music, and song, checking through it, for something, someone.

The Doctor. It had been a little while since she'd heard that name. Longer since it meant anything. There was simply no way, that entity could exist here. And yet, when listening to the cosmos, she heard the faint thumping, of twin hearts. Echoed back to her from somewhere, her expanded consciousness rapidly dragging back down into the present.

"Doctor...no, no that's not possible." She muttered, confused, annoyed. "Not here. That...how are they here?" She had turned, grasping the rope. "Lovely, is the interior done?"

The doors creaked open, The Professor taking off the headphones, a bit clumsily. She pushed them, and the device back into The Tardis. Letting them merely drift in, while pulling herself after them.

Her hooves coming to rest upon the Tardis interior once more. Sighing tiredly, for a moment, she heard a faint rumble. While stepping forward.

"Yeah, so you noticed too. Can you bring it up on-" The Professor noticed a screen flicker. "Thank you. And, let's see if I'm...oh for fuck sake...how?" She thumped the screen. "How is he here?" The Tardis clicked. "You're right, what was I thinking? Of course, he's here. That damn tear ripped through time; chances are he fell into it."

Her voice was exceptionally bitter, while looking over the screen. On it was a stallion with a brown coat, darker brown made and tail, and an hourglass filled with white sand on his rump. Not unlike her own. He was wearing a long winding scarf, with a locket of some kind around his neck.

Presently walking alongside a wall-eyed mare, who The Professor deduced was his companion. Undoubtedly, given that he always had one. She was so annoyed; she hadn't even noticed the new interior.

"A whole nother reality...and I can't be rid of him." She said, with a half-mad laugh. "Is it too much to ask for, to just have something that's mine?" The look in her eyes, nearly feral. "He's even got the same tattoo for crying out loud!"

Her eyes narrowed, her twin hearts beating a bit faster, as anger began to rise from within. An urge, and impulse. Some destructive inclination towards doing something drastic.

Before her anger could rise any further, however, the screen went dark. The air was suddenly filled with a low, soothing music. The kind sometimes found in coffee shops, The Professor noticing this. Her heart-beat slowing, a small smile spreading across her face.

"Music. I suppose I was getting a bit cross, wasn't I?" The Professor laughed some. "Sorry about that." She listened for a moment. "Oh, wait...this is our song. I remember this...first trip across the stars. We went to see the birth of a star."

The felt her mind far more at ease, electing to simply forget The Doctor for now. After all, it was a new universe, and a new her. And, as she turned, she found herself in a new Tardis interior.

"You spoil me, you know that right?" The Professor asked, with soft fondness. "Can you forgive this time lady, her earlier angers?" She closed her eyes, and felt the music, as it became cleaner. "You're truly marvelous. I'm sorry I don't say it enough."

With that, she took the time to properly get a look over the new interior space that was her home, and first true companion.

Starting with the central console, she found the central rising and falling structure, was encased in glass. Showcasing a mesmerizing display of the swirling temporal energy that powered it. Dancing around, resembling golden sand, spinning through the center of a tornado.

A soft light coming from it, the glow, golden, glistening, was pleasant to simply sit and observe. Something The Professor imagined she might do, on a slow reading day. Or, one where she was enjoying the peace of it all.

The console itself, and the various buttons and controls had been ever so slightly altered. Given a lighter, and somewhat more whimsical interpretation. She knew what each one was, and walked around it, taking a moment to simply get the feel. Finding it all cleaned up, sleeker, and new.

A bit of sound followed this, her attention going to the ceiling, feeling a breeze of some kind. It brushed against a variety of hanging banners, wind-chimes, dangling trinkets, and displays. She stepped underneath them, and the tapestries that ran across the ceiling.

Her eyes rising, drawing to the ceiling. A vast display there, seemingly made of clear glass, permitting one to view up at the nights sky. Her purple eyes as alight as the star map there, displaying the cosmos of this universe.

A whole reality she'd never witnessed, worlds she'd never visited. Constellations, and galaxies entirely, utterly, new to her. A feeling that made her laugh softly, smiling a smile she couldn't resist.

Her focus turned to the walls of the interior; the room organized not in a circular fashion like normal. Instead, it was hexagonal. The walls adorned with celestial maps and star chart, carved and woven into them. She hurried along, and felt the grooves, silvery and shining against the darker walls. Helping to illuminate the room.

"These are...the maps I made with..." The Professors eyes began to tear up, as she looked around at the walls. "Look at that...it's Gallifrey. They argued about this placement for hours."

She tapped one of the placed stars. It was technically in the wrong spot. Meant to be, a little bit further north. Her mind replaying the memory, the moment, listening to her granddaughters bicker about it.

She found that there was a staircase, that ran along the edges of the central space, around the slightly raised console platform. A couple comfortable couches placed beside them. The staircases seeming to rise to places yet unseen. The main room, and floor she was on having three doors. One leading out, and two leading elsewhere.

All of this led The Professor to reflect on herself, and, in particular the experience she'd just had. Indulging the impulse to examine herself, considering the beings she'd met, the one's she'd help escape. To consider how harsh she had been, at the end.

"Was I too hard on Mitta?" She asked after a moment, thinking on it. "That'd be like me, wouldn't it?" She asked. "A hypocrite." The music stopped; a grinding noise heard. "Er-right, right. I know. Don't be hard on myself...just...get in my own head sometimes."

The music restarted again. The blue mare sitting, considering things. She pulled the sonic out of her coat pocket and looked it over. It had been created by her previous incarnation, in another world. Made hastily, old sounds echoing in her mind, recalling that desperation.

It was a fairly simple rendition of it, resembling a metal pen, with a gem on the end. Thinking for a moment, she came up with an idea. A smile growing.

"Lovely, oh lovely you, I had a thought." She started over to the console. "It's a new me, isn't it?" She asked, gaining a curious noise from the Tardis. "Well, last time, I didn't think to include you in it. Admittedly, I was a little... preoccupied...but uhm...wanna help me redesign the sonic?" There was a low hum. "I'll let you decide the casing?" After a moment, a slot opened on the Tardis. "Oh, you're just...marvelous, lovely, marvelous you."

With a bit of excitement on her face, she slotted it in, and a screen turned on. An expression of amusement on her face, as she looked down at the keyboard, and then at her hooves. The buttons had been made larger in size, though she found typing was a tad difficult. Snickering at how silly it felt.

"Afterwards, I'm thinking... I know you're scanning and such...but I'm curious to see the books of this world. Learn some of its history." The Professor suggested, hearing a curious tick. "Adventure?" She looked nervous. "No...no, nothing like that. That was an accident."

The screen flickered with faces. Familiar ones, that she chose to look away from. The Professor frowning a bit at their sight.

"I don't need... I'm fine. I've got you." The Professor hit a few buttons, changing the screen back. "Besides, surely that nation has a capital, or something, doesn't it?" She inquired, and then laughed knowingly. "With a name like Equ-" She snorted. "Equestria, well, I imagine it'll be a pun." The screen flickered with a name, prompting her to glance away. "Wait, wait, don't spoil it. I want to hear it from them. Oh, it's so much better to hear them say it. All serious, and unaware, absolutely hilarious."

The screen went back, the Tardis's low rumblings sounding content, as The Professor tinkered. The lonely ambiance of jazz filling the new interior space. Her smile nary wavering, as a destination was set in mind for them.

The capital of Equestria. Canterlot.

Episode 2 - Prologue (Rework)

1003 ALB

The sunlight found in Equestria was a bit different than everywhere else. There was a certain magic to it, as it was less oppressive in many ways than it was elsewhere. And today, was certainly no exception.

It fell bright upon the city of Manehattan. Celestias sunlight reflected on the long glass surfaces of its tall buildings. Some piercing the sky, in scope and scale.

A faint crack appearing, reflected in the glass of one such building, in the sky. A strange fog, a clear mist, wafting from it. Sifting, and spreading across the buildings, and the ponies going about their days. The crack sealing itself shortly after.

The mist however, seemed to result in the city falling out of sync with itself, dozens of the same city appearing. Flickering alongside one another, in vastly different arrangements. Stretching, and twisting into themselves.

This effect was noticed by a pair of brown eyes that had been drawing a needle upon fabrics in a shop somewhere. Sitting in place that was cluttered with activity, and chatter. No sooner had it begun, than it ended, the room and interior having vanished, the weaver displaced.

A breath being let out, beneath the sunny sky. Shaking off the peculiar moment, the needle was again held by a stable hoof, and watchful eyes. Stitch by stich, pulling together the loose bits of fabric. Drawing them shut at the ends, concluding with an observation of a dark blue patch fabric. Presently placed over the center of a light blue plaid scarf.

It was then brought up, tied onto the neck of a pink earth pony, with a messy purple mane. The needle being set to the side on the street, inside a small box there. A low tired yawn escaping her.

The mare's expression was blank, her dull brown eyes empty and tired. Taking a moment, she pat either side of her face, and blinked a few times. Briefly pushing at the sides of her lips, and cheeks. After a moment, observing herself in a small mirror stationed just to the side of her. Finding a slightly off smile on her face.

Adjusting it slightly, it came to look a bit more natural. The mare reaching out to pick up her mirror, only for a movement to knock it onto the ground. Kicked into the center of the side-walk.

She stared blankly, and observed as bit by bit, ponies passed. Trampling over it, shattering the mirror with no real regard to its presence, or the breaking pieces. Merely passing her by, as if she didn't exist.

The mare maintained her empty smile, sitting on an old rug. A bunch of clothes placed on the space beside her. Various jackets, scarves, a hat. One or two individuals observing it, but nobody stopping to buy anything. Nobody bothering to ask, as she watched her mirror be knocked around, and crushed to glass dust.

A Pegasus approached, a mare with a crimson coat, and black mane. Her eyes golden in color. Wearing a jacket, as dark as her mane. The pink mare, with the purple mane glancing up.

"You look to be having a rough day." The Pegaus noted. "Hey, out of curiosity, are you Suri Polomare?"

"Yes I am." Suri replied. "Have we met before?"

"Oh, I just saw you at a show once." The pegasus smiled softly. "I just wanted to say, you're a real piece of trash. But I'm sure you know that, right?" She snickered softly. "I mean, seriously, how many ponies did you trample on your way to the top? How many did you steal from?" She continued. "How many lives did you ruin for your own success?" She got no immediate response. "Seriously, don't you have anything to say for yourself?"

Suri let out a breath, still wearing the smile. "I have no idea what you might mean. Or accept the implication I 'destroyed lives' at all." She let out a practiced laugh, using her poshest accest. "If you mean the contest. That was-"

"Wow, ya know you should just stop. Your lies as as fake as your accent." The pegasus replied, glaring. "You're not fooling anypony, ya know? It's why nopony will stop be your 'shop.' Because we all know you're an undeserving parasite." She noted. "Enjoy your punishment."

With that barrage of 'commentary' the Pegasus wandered off. Suri watching her go, the practiced smile she wore, seeming to wave. Yet, there she remained, sitting beside an empty building, watching the people pass her by. Like she was invisible.

Time ticking, the sun drifting, steadily moving to sunset. The number of passersby decreasing gradually. The first ebbs of night starting to encroach upon the world below.

Suri had yet remained upright, her smile having faded by this point. Her resolve to continue for the day crumbled, as rest and temporary relief from consciousness beckoned her. Empty eyes, unblinking beneath her loose and messy mane, as she set about gathering her things.

"Can't believe that." Someone muttered, barely audible to her. "I literally, just got this." The hoof steps stopped nearby. "Excuse me, miss?"

Suri was still putting her things up. When she picked up the box of her tailoring supplies, she heard a little huff at her side. Ear twitching, pulling her attention to the sight of someone waiting there.

"Huh, oh, what?" Suri blinked. "Yeah?"

Before her, was a light blue mare, with a white and blue mane and tail. She was wearing a long white jacket made of an unknown material that was soft looking, but a bit glossy around the seems. It seemed to have a tear along the sleeve that strongly resembled claw marks. The stranger offering a small smile, and a wave.

"Hello. I'm sorry to wake you up, I just had a question about the uhm..things here." The Professor motioned. "I suppose you happen to make this things, or that they're perhaps for sale?"

"Well no s-." Suri replied, shaking herself away. "Actually, heh, they are. Hello, are you... looking for something to add to your ensemble?" She asked in her posh tone. "Perhaps a new scarf, or jacket, I have a couple."

"Wonderful, and actually, I was curious if you did repairs." The Professor explained, while removing the jacket, stumbling some. "I had erm, hang on-" She sat down properly, and pulled a mechanical looking cylinder from the jackets pocket. "Well I was hoping to get this stitched up. See I was-" She held the device in her teeth and properly removed the jacket. "trhn ta git ta the capital. Wrong svish, n then I'm n sphasch. Run inta a sphasch bear too." She removed the sonic from her mouth, the jacket folded up some. "Didn't imagine I'd meet something like that, but there it was. All big and bear-y, in space."

Suri barely paid attention. She was quite used to rambling peoples, knowing well to simply let them. Drowning it out, while waiting for her opportunity to progress things. All while taking the opportunity to wake herself up more, gathering what would be needed to stitch the jacket.

"A space bear. Wow, that sure sounds interesting." Suri responded, noticing the pause. "Regarding the jacket. I'm more than able to commit any repairs you seek. Though this is fairly damaged. Okay?" She laughed her practiced laugh. "So it may cost just a little bit extra."

"That's perfectly fine. Admittedly, I'd have done it myself, but my ship is being temperamental." The Professor replied. "So, how much are we talking exactly?" She took a pouch that jingled from the pocket. "This planet uses bits as a currency, correct?"

Suri drew a breath, and replied. "Yes. We here on this...planet...do."

"Ah, wonderful, then I can cover it. Sometimes I get a bit mixed up, which can be incredibly awkward." The Professor snickered. "Especially when you were just attempting to visit the library, and instead stumbled into space bears, and got married to, and divorced from a living nightmare. Who, admittedly, is a big softie, and an incredible snuggler...maybe I'll call them back actually...nice to have the company." She paused. "What was I doing? Oh right, well that jacket there is 15. I suppose the cost of repair would be about the same, yes?"

Suri stared at the strange, mad-mare before her. She presumed this individual was crazy, and had perhaps escaped an asylum somewhere. Then again, if she had bits, it wasn't her problem.

"Yes." Suri kept her smile, sighing. "I th-

"If I give you 20, can I watch you fix it?" The Professor asked. "Just, observe directly?"

Suri glanced to the side. "Ah, if this is out of doubt, due to those rumors-" Her smile wavering, as the accent faded briefly. "they're not all true. I can at least stitch a stupid jacket." The blue mare raised a brow, as Suri cleared her throat, and re-adopted her accent. "I-I mean, of course. Certainly."

"What rumors would those be?" The Professor asked, taking a seat while passing her jacket over. "Sorry, like I said, my ship is being temperamental, and I'm sort of stuck in town doing maintenance. Only arrived today. What's going on?"

"Oh, you're a traveler. And, definitely...not from around here." Suri reminded herself.

"I am not no, not in the slightest." The Professor smiled some. "Did the accent give it away?" She added. "Cuz, between you and me, it's nice talking in a way you're comfortable. Like, when you were using your real accent, which, for the record, sounded much better."

Suri flinched, and replied. "If you're going to be rude, I won't stitch your jacket." She stated, glaring. "I still have some dignity, you know?"

"Rude, I'm not being rude. I don't think I'm being rude?" The Professor said quickly, considering. "I mean it sincerely, genuinely. Your fake accent, that one you put on with the...higher tone and all that. it's rubbish compared to the real thing." She reasoned, adding. "Real one's marvelous, could listen to it for hours."

"I..." Suri hesitated.

"I may have offended you. Right. I can sometimes be quite poor at conversational and social queues." The Professor admitted, thinking. "So, to re-shift a bit, would you be alright with me watching you sew?"

"You were...serious?" Suri let the accept slip. "I mean, alright. For 20 bits, sure...but I mean, honestly-" She shrugged, and readopted her posher accept. "it is quite a privilege to watch a weaver work. Most wouldn't offer such a thing. Okay?" She let out the practiced laugh. "So maybe 25 bits is a bit more fair, considering."

"Sounds like a deal." The Professor replied with a friendly smile.

Suri was dumbfounded the stranger simply agreed to this. It was easily the simplest con she'd had in months. Well, it was the only one she'd had in months, given most nopony would talk to her. All she had to do was some stitching, and repair, easy.

She gathered her needle, and thread, noticing that The Professor was simply sitting there patiently. Observing the wound in the jacket, she found it wasn't honestly that bad. For 25 bits, she could stitch it a dozen times over, on something far more serious. In addition, it was an easily mended tear, in that it was a clean slice. Like it had been magically cut by the 'space bear.'

She didn't bother to ask, it wasn't wise with oddities like that. Stitch by stich it drew nearer to completion. Sealing up the claw mark with quick movements. Snipping the thread after securing it properly. The act of this, seeming to leave the blue mare absolutely transfixed in a fashion that was, frankly peculiar to Suri.

"How did...it doesn't seem possible." The Professor muttered near the end. "How in world do these blasted things work?" She glanced over her own hoof, and then shook her head. "Thank you honestly, for well, everything." She laughed a little bit. "That was amazing."

"Uhm, yeah, cool?" Suri raised a brow, and found 25 bits set before her. "I'm glad you...enjoyed, and you're welcome."

"I would love to pick your brain on how to replicate, even a portion of that ability." The Professor told her, before pausing. "Hmm?"

There was a sound that filled the air, like a whoorshing, whoorbling sort of thing. It was echoing from somewhere nearby, and seemed to inspire irritation, and confusion in the client. The reason, quite unknown.

"Something wrong?" Suri asked.

"Nothing. Right. It was lovely meeting you." The Professor said, taking back the jacket. "I'm afraid I have to get going."

"Fine?" Suri half-asked, as the other mare threw on the jacket, and put the weird wand in the pocket. "Not like I do conversations anyways."

The Professor promptly hurried off. Making a point to move across the street, and away. Suri briefly noticing that someone else had rounded the corner to her left. A stallion wearing a long scarf, seeming quite pleased to be wandering about. Possibly someone the stranger knew, not that she cared personally.

The pink pony pulled the bits over, and smiled to herself more genuinely. It had been awhile since she really had any money to speak of, and longer since one of her little cons proved efficient. She almost felt bad about it, but then again, the crazy mare did it to herself.

The stallion simply wandered past her, as Suri laid down. She felt very at peace that night. Dreaming of the food, and shower she intended to get the following day.

Episode 2 - Manehattan Meeting

1004 ALB

There was a tendency for things not to go to plan in her long existence. Yet, somehow, it always surprised her. A lone irritating constant.

A crank spun around on a wheel, a lever pulled by a hoof.

This reality had been quite trying in several unanticipated ways. A mechanism locking into place, the blue coated mare glancing around, waiting for something to happen. A low rumble echoed, propmting her to groan, and slouch against the console.

"Lovely, sweetie, this is boring." The Professor said. "It's so boring...so bored, bored, boring, borededly borednessticitynessocity." She grumbled, the Tardis making a sharp click. "I know I know, I know you can't help it. But you know I hate this. Being stuck in one place, nothing to do."

The Tardis made a soud like a churn. A drawer opening, revealing a chess set. The Time-Lady giving a mild dismissal to it.

"Too many chess matches. And besides, I've already visited their history museum. Strange thing, filled with magics and myths, and all fashion of oddities." She then added. "Security wouldn't let me touch anything, or see anything. It was miserable." There was a cranking noise. "Different dimensions, different energies. Conversions and calculations needing to be done, so we don't wind up on the bear planet again, yes I understand."

Once upon a time, she had been attempting to visit the library in the capital city of this strange equine nation. She had worked incredibly hard to avoid hearing the name. As she wanted to hear it when she visited that location, rather than from a static museum with a bunch of people who were offended when she laughed at the name of military generals. Dull people, averse to fun, in her opinion.

"And I've read the books we have. Twice." The Professor heard a low whoorble. "I don't need company. I have company, I have you. You're the only company I've ever had, and the only one I need." A click emanated from the console. "Yes, well, you wouldn't let them on board remember?" She grumbled. "Besides, we're divorced now. Probably be a little cruel to pop in for a visit using cheap time travel." A low whirr filled the air, another drawer opening. "What's that mean?"

The Professor glanced into the drawer, presently occupied by a single item. A signet ring, with a blue gemstone in it. She hesitated, and pushed the drawer shut.

"Just stop it, please." The Professor requested, getting a curious chime. "Because he was a bastard and just...gave it away. And besides...I put a replacement there...she'll never know the difference." She shook it off. "Ya know what? I'm going to go watch a movie, maybe two. Possibly three at once with the volume on max."

With that statement, The Professor got up from her spot on the ground, and adjusted herself. Feeling annoyed at everything, in the moment. Wagering she'd hold off on even trying to get to the library, considering that something went wrong every-time she tried.

The Time-Lady well aware it was probably intentional on Lovely's part. Especially given that The Tardis was still acclimating to the universe. She wagered she could also be wrong, and let it go.

She dusted herself off, and brushed across a barely visible stitch in her coat. Venturing around Manehattan, while amusing sounding, wasn't what she wanted to do. She didn't want to repeat the past, and become a pub-rat again.

Besides, she could tell that there was 'something' going on, somewhere. And interacting with that would violate her no-adventures policy. So she had done her best to avoid it. Wagering that The Doctor, presuming he was still lurking in the city would figure it out eventually anyways.

Compounding this point, was the fact her desire to assist people had been diminished a fair bit. The ponies of this city were rude little bastards, and sorely failed at basic conversation. Calling her a dellusional freak, when she began a conversation about dimensional engineering with someone who claimed to be an 'adept engineer.'

Despite the many beings she encountered, not one of them was worth her time or effort, which was saying a lot, in her estimation.

"If you would be so kind, please give me a heads-up when everything is opreational again." The Professor muttered, starting off. "I'm considering seeing what's at the edge of this galaxy. That'd be neat, wouldn't it?" The Tardis made an odd whir, prompting her to stop. "Change in plans? What do mean by change in plans?" Why would there be a change in plans?" The Tardis door creaked open. "What?"

The Professor turned, and took note of a head peaking inside The Tardis. It was attached to a semi-familiar pony, presently peering within. The expression of sudden bewilderment obtained, as she went back out, and then peaked in again. Promptingly vanishing from the doorway, leaving it slightly ajar, as The Professor stepped nearer slowly. Hearing hooves clattering against concrete, however faintly.

The frequency, the ambiance filled the air, a song of curiousity, and upbeat swaying. Flowing from the semi-familiar mare. Who suddenly opened the doors properly, getting a full look in, and offering one in return.

The pink mare, with messy hair, held up in a red headband stepped inside, dumbstruck. The Professor shaking from the confusion. Properly processing the presence.

"It's bigger on the inside." The newcomer said, The Professor wincing. "What is this?"

The Professor had begun closer, originally intending to push this intruder out of her Tardis. However, her movements slowed rapidly when she noticed a very particular key hanging around this womans neck. Worn like a necklace.

She let out a hesitant breath upon noticing it, looking over this newcomer. Now having the desire, and need to try and recall her. The identity clicking in that moment.

"I know you. Sarah J-no...Amelia...no not ginger." The Professor glanced at her jacket sleeve. "You're the mare who stitched my jacket." The newcomer looked to her. "Wearing...a tardis key...which means you're...you might be..." The potential bore hesitence. "Forgive me, I think there's a chance that you're not meant to be here yet."

"Why, did I get here before you expected?" The stranger asked with a little smirk, before asking. "Actually...how did you get ahead of me?"

The tailor inquired this, while glancing over the staircases, the star maps carved into the walls. Only partially giving The Professor any attention. Still taking in the sight of everything.

The Professor drew near, and dug out her sonic. "There is a proper, and very clever explanation that I'm sure to offer when next we encounter one another." She scanned the newcomer with it. "Like why...why would I?" She checked the sonic, as the newcomer turned to her. "That might be the reason...curious...hmm."

"What are you doing?" The mare glanced at it. "That's the screwdriver, thing, right?"

"Yes it is. And I'm scanning you, well, mostly you. As well as Zygma energy, somehow. Zygma Energy?" The Professor asked in confusion. "Minor traces...like dust particles. From what?" She noticed the confused look. "I'm off track. Listen, miss, I don't mean to sound rude, but I feel like, perhaps, you've gotten the wrong Tardis by mistake."

The mare replied. "The wrong...this thing?" She glanced around. "Wait but...you invited me here, into this...what exactly is this?"

"The Tardis, it's The Tardis, welll, my Tardis, her name is Lovely. You didn't know that?" The Professor asked quickly, stepping past her, looking outside. "How could you not know that if you're...if...pardon miss...miss, oh...what was your name?"

"Suri." Suri said, looking hurt. "You...so you forgot my name, in one city block? And you're trying to kick me out?"

"That would be correct, Yes. So you can just-" The Professor noticed her expression, heard a shift in the music. "I mean no. No, no, absolutely not. It's more...it's a bit complicated."

The curious tune had taken a hard turn. The ambiance of the world seeming to grow stiller. Instruments fading out rapidly. Leaving only brief cords behind.

"Ya know...if you didn't want to show me your stupid box, you didn't have to invite me here." Suri said, visibly upset, adding. "And how the hell would I know what it is, I didn't know you had a stupid magic box?"

The Professor was taken a bit aback, brushing at the bluer part of her mane. Spitting spite at her apparent future self for this situation. As well as the fact it was even a thing in the first place.

Getting involved, and apparently inviting some person back to her Tardis. Well, she knew why that would happen, and then realized, she had just hurt said person in some fashion. Which felt less than stellar. The Professor waiting for her future self to come rushing into the door to gather Suri, explain the mishap and leave, but it wasn't happening. Suri instead turning, and starting out on her own, looking quite upset.

"Suri-" The Professor promptly hurried over. "Suri, listen. I'm sorry, first off. I'm not the best, at things, at anything. Really. But I can explain. I'm not trying to kick you out. I promise." She laughed nervously, regaining the mares attention. "First, you have a key, to the Tardis. Meaning, I gave you that key. Judging by your comments, this was clearly just moments ago, no, no more like minutes. Either case, please humor me." She then asked. "Did I just ask you to come here, or did I tell you anything else?"

Suri looked annoyed and hurt. "You said you had to do something, and asked me to come here. Said you'd meet me here." She added. "Which really..."

The Professor worked to compose her thoughts as best she could. "All of that is probably important, very important. Thank you, thank you very much." She said, nodding. "Now, I wouldn't do all that for no reason. I certainly wouldn't go passing around keys for no reason either. The implications are...concerning overall." She closed the door leading in. "Please don't go. I can explain this, but I'm going to need you to stay to be able to do that."

Suri glanced her over, and seemed hesitant. "Fine, I guess. You're lucky I like you, mad-mare." She added. "Now explain, idiot."

"Idiot?" The Professor asked.

Suri seemed to calm some. "Sometimes you act like an idiot."

"Admittedly, that's fair." The Professor gave a nod. "So, here's the deal, this is the Tardis. Have I mentioned a ship, or a vessel, or travel?"

"When we...first met I think. You rambled about something being temperamental. I guess you meant your ship or something?" Suri replied, following along. "You don't... remember?"

"I do recall that conversation, bits of it. Just, nothing beyond it." The Professor admitted. "See, Tardis, it stands for Time and Relative Dimension in Space. It's, well, it's a space ship that travels through time." She explained, getting a raised brow in resposne. "And because of this, I sometimes experience things out of order. Including meeting that I might...give a key to...which is what's happening now, I imagine."

There was a distinctive lack of response lasting far too many moments for comfort. Suri taking a moment to step past her, The Professor watching, as she passed one of the couches. Stepping near to the console, watching the golden sand dancing around the center, before coming back around, circling to the front of the blue mare.

"Magic box." Suri spoke. "You're saying...it travels in space...and time?"

"That'd be correct, Yes. You...don't looked pleased." The Professor observed.

"Do you have any idea how insane that sounds?" Suri asked.

"From a linear path, like the one I'd presume you've been walking, yes. I do suppose it does. But it's not. I assure you." The Professor began as Suri turned. "Suri, wait, please, listen. I am telling you the truth. Honestly." She assured. "I mean, look where you are. Is all of that really so impossible sounding, when you're standing in it?" The other mare seemed to hesitate at this suggestion. "But there is something far more pressing than all of this. More important. You see...I gave you that key."

"Yeah you keep mentioning it." Suri noted, asking. "Why do you keep doing that?"

"Suri. I promised myself I'd never give out a key like that again." The Professor told her. "I only kept that copy to remind myself of that. And that means, you're...'somepony' that I care enough about to break that promise." Suri seemed to blush a little. "Because if I gave it to you, it means I'm concerned about something. Worried for your safety."

"Why do you say that?" Suri asked, looking, feeling anxious. "Is...this about the roof?"

"Don't know what that means...probably bad." The Professor shook it off. "But the reason I'm saying it is because I'd never miss the moment you walked into these doors, unless I thought it was safer for you here, while I did something else."

Suri seemed resilient to this, leaning against the door enough it creaked open slightly. "You seriously don't know me, do you?"

"No. But I'm positive you're marvelous. And I can't wait to." The Professor glanced over her shoulder. "But for now, I need you to focus on me, and hurry." A chill ran down Suri's neck. "Suri!"

The pink mare turned, finding a presence there. A sudden motion seeing her vanish from The Tardis. The Professor diving out, only to grasp at air.

"No...no no no no." The Professor huffed, and hurried over to the console. "Oh no you don't. Can you travel?" The tardis whirred. "Well good thing I stole a vortex manipulator. " She grinned a little, and slid it onto her foreleg. "And since everything in this bloody world sings. I should know exactly where to go. More or less."

She hurried over to the point that they vanished. Listening. Hearing the traces of sound, of a frequency. Adjusting the leg mounted manipulator, she waited until it was tuned, and matched.

"Festina!" She cheered out, and hit the button, vanishing from the Tardis.

Vortex Manipulation was always the 'cheap' version of traversing time and space. And despite its functions in extreme situations, The Professor was typically reminded why she opted away from it, whenever she used it. As it worked, certainly, and yet, as she materialized, it resulted in her falling.

Manifesting several inches above the ground, rather than on it. This little miscalculation leaving her to land, and wince. Nearly falling flat on her face. Something she was more than thankful to avoid.

The place she'd appeared notably lacked Suri, or anyone else of greater importance. It did however have a cacophony of obnoxious music, and ambiance. All of this brought about by dozens, and and dozens of passerby's. The Professor having appeared on the side of the sidewalk somewhere in the city.

It was about then a rather menacing tune came to her attention. Her purple eyes following, then, coming to rest upon a Pegasus. The mare had a crimson coat and black mane, eyes shining, and gold. Her cutie mark appearing to be a set of scales, weighed to one side. As the Professor tried to process what she saw, someone bumped into her, the pegasus taking the moment to begin running away.

"Oh no you don't." The Professor declared, and began pushing through people. "Move Aside!"

She barreled through a couple ponies, maneuvered past astonished onlookers, attempting to chase after the strange pegasus. Reaching a four-way crossing, she struggled to hear anything amidst the cacophony of hundreds of ponies. Their own little songs, and frequencies making it difficult, if not nearly impossible to hear anything.

"Can't you all just shut up for five seconds?" She hissed in frustration.

She started off, and around. Spending the next several hours wandering about the city. Keeping the area semi-local, attempting to scan for any anomalous readings. To detect anything. She started to feel, anxious, furious with herself.

The Professor spent the next few hours exploring the city, searching for any unusual readings and growing increasingly anxious and furious with herself. As she returned to a side street, she realized that evening had turned into morning. Her body ached from constant walking, but she remained determined. Suddenly, a familiar menacing melody broke through the noise. She spotted the pegasus, now wearing a pink scarf, emerging from a shop.

Seizing the opportunity, the Professor sprinted through the street, deftly navigating around carriages and carts.

Naturally, rapidly progressing towards a lone individual resulted in said individual taking notice. The Pegasus getting a look of surprise, promptly turning and trying to hurry back into the show. The Professor dove out, and snatched the end of her scarf.

She held onto it, as the pegasus slammed the door shut. There was a faint tearing sound, The Professor yanking the door back open, to see her target fleeing through the store and out the back door. Giving a brief pause, to wave, as she went.

"Bit arrogant, aren't you?" The Professor remarked, running after her. "Sorry, coming through."

The shoppers, much like the ponies on the street were largely brushed aside. Their importance to her mission being none. Leaping out the still opened back door, she landed, and slid for a moment. Nearly knocking into a few people who moved back from her.

It seemed the door was another entrance back out onto the street. The Professors eyes darting, watching as her target was heading around the corner. The blue mare racing forward, getting closer and closer. Nearly catching up, only to have someone knock into her from the side, leaving her to fall. Rolling, and slamming against the ground, in an almost cartoonish fashion.

The stallion growled at her. "Watch where you're going!" He huffed. "Dumb mare."

The Professor wanted to respond to this, but there were more important things to focus on. Getting back up, she continued forth, coming to the corner. She heard a door slam, initially limping before shrugging off the feeling. A sensation like something patching whatever damage she'd done, within her veins. As she came around the corner, she was greeted with a familiar sight.

"Suri?" The Professor noticed, and then called out. "Suri!"

She came to a sliding halt, the movement ending near the pinkish woman, who was presently standing out in front of a building. She had cloth and materials held in her saddle-bags. Some jotting out a bit loosely. Suri lookin a bit off-put by the sudden presence, taking a step back.

"Who-" Suri was promptly cut off.

"I can't believe I was able to find you so quickly. For a minute there I was developing some concerning theories regarding your fate. That...that...hmm." The Professor stopped herself, noticing something. "Slightly different song. Wrong eyes, confused eyes. Plus you're...younger than before. Oh, toss."

"Hello. Hi. How do you know my name?" Suri scanned her, before saying. "Wait...it's you. I remember you."

"Yes it is, it is me. Silly, random, barely cohesive me. Glad I made an impact though." The Professor laughed nervously. "As for your name. Your name, yes, you see, I know your name because there was someone who passed by muttering it." She squinted. "A couple days ago. Mentioned particles or something, odd bloke, brown with an hourglass rump tattoo. You should definitely avoid him. He's rubbish."

"Sure." Suri replied, seeming mildly confused. "Right, well-" She dropped her accent. "if, whatever this is, is you wanting your bits back, you can kiss that chance goodbye." She stated. "They're gone, I spent them on food. Can't really get that back."

"Take it back?" The Professor recalled their first encounter. "Ahh, you mean when you stitched my jacket." She inquired. "Why in the world would I want the bits back? You did wonderfully."

"Seriously? Hmm, well, if you don't want your money back, why are you here?" Suri inquired, with a skeptical look. "What do you want?"

"That, yes, well, actually I was going to see if you could fix something else for me." The Professor told her, digging out the torn scarf. "I already scanned it while running around, but I'm a bit of a sucker for mementos. Either case, it's 25 bits, correct?"

"It seems your memory may be a smidge off." Suri then said. "It was 30, actually. However, as you're a repeat customer, I'll lower it down to 25. Consider it my little generous act, for you."

Except, The Professor knew that to be a lie. A rather bold one, admittedly, said with a tone of certainty. Hearing it, experiencing it, left the Time-Lady perplexed.

A con-man...or, con-mare? This was who her future self wanted to keep, and travel with? Someone worthy enough to be given a key to The Tardis, her Tardis? Thus far, she didn't get it.

"Well that is quite generous, admittedly. Sometimes I worry I'll run about of bits, when the deals are so good." The Professor sounded amused, and handed her the bits. "Also, regarding the scarf. Can you hold onto it? I'll be right back, okay?"

"Sure?" Suri replied, raising a brow, asking. "Don't wanna watch again?"

"Honestly, I would love to watch you work with those hooves for as long as you could last." The Professor remarked, prompting Suri to get redder in the face. "However, I've a previous obligation that I must keep up with. Hopefully."

With a brief salute, she turned and headed into the building nearby. It was obvious for three reasons. One, she could hear the music from within, two it was the only door nearby, and three...

"Peaking through the window, honestly?" The Professor asked, with a smirk. "Don't worry, I often leave people curious, so I won't fault you for that specifically."

The interior was that of some form of record store. Though, there was nobody else around. The Professor briefly scanning with the sonic, while walking further in. Finding more traces of Zygma energy were present.

The Professor felt a presence, and turned, aiming the sonic in the direction of it. Being greeted by the Pegasus. Said being appearing a touch annoyed.

"Well isn't that charming. You're a Time Traveler." The Pegasus remarked.

"Guess we have that in common." The Professor motioned. "Wanna talk about it over a pint with Cherrie, and Cheese? Sort this out?"

"Vortex Manipulator, huh?" The pegasus "This is not your jurisdiction, Time Agent. You have no authority. And no, I don't want a drink with you." The Pegasus said. "Now, piss off, and do not interfere."

"But interfering is one of my top ten hobbies." The Professor replied. "Welll, I gave it up for awhile there. But, then you went and sparked my interest." Her eye twitched. "What'd you do with the woman outside?"

"Woman hmm, less common terminology in the present. I'd assume you're futureborn then." The Pegasus stepped towards the back door. "Why do you care?" She asked. "She's a parasite, that's never meant to accomplish anything. No friends, no remaining family that's concerned about her." She added. "History will forget her. And so should you."

"Well when you put it like that, I simply can't." The Professor replied. "Because now I'm wondering why you won't just put her back?" She added. "Why you thought to steal her away?"

"You're quite annoying, and you know well I'm not going to answer your questions further." The Pegasus considered something. "Perhaps if you catch up with me again, perhaps not. Farewell." She opening the back door, sprinting out.

"Agh, damnit, I should have seen that coming." The Professor raced after, heading out, and into the alleyway the back door led too.

The Pegasus promptly vanishing. Stepping out of sync with everything. The Professor scrambling with her vortex manipulator, getting the signal right. She really hated these things, but at least it was handy in the moment. With that thought, she hit the button, and vanished as well.

Three days had passed, since the last encounter with the crazy blue mare, with the white jacket.

In many ways, Suri regretted that moment immensely. The encounter, however bizarre, had left her with a small gain to her confidence. A minor restoration to her drive. Enough that she had mustered the courage to try and take a risk, to get back into the world. To change her fate. It went poorly.

"Get out!" A voice roared, something flinging, shattering on the wall.

The earth pony hurried out of the shop, leaving the little bell to ring at the top of it. Glancing back, with a spark of irritation in her eyes, she found the owner glaring at her. A unicorn with a particularly nasty expression, and unwelcome hostility.

"Wow, fantastic, look what you accomplished. Now your plate is broken...because you're a loon." Suri remarked in irritation. "All you had to say was no."

"The fact you had the gall to try and scam me, pisses me off." The unicorn scoffed. "As if anyone would carry your rip-offs."

"They aren't." Suri said. "They're my designs."

"They're made of useless materials, by a useless mare." The Unicorn declared, loudly. "Now get away from my shop!"

With that demand, the unicorn magically tossed a bunch of clothes at her, though most fell to the ground. This display earning a few snickers from those passing by, or mockery as they talked with their friends. Most simply ignored it, however, far too busy or perceiving themselves too busy to concern themselves with it. The more annoying ones however, stepped on, and over the clothes. A couple bumping into her, as she was trying to get back up properly.

The mixture of things left a crushing feeling, to flow within and around her. It was like the sky was crashing onto her, making breathing a bit hard. The door to the shop slamming. The owner, like everypony else, simply going about their days.

Taking a few deeper breaths, Suri focused. The loose strands of her purple mane covering her eyes. She had spent days making these, weeks cobbling together, stealing, or salvaging the materials to even try. Her brown eyes, dull, with a glint of anger in them.

Rising, she planted herself firmly. Leaving others to bump off her, rather than knock her around. Pulling the clothing that she could up. Dusting them, before shoving them into her rather makeshift saddlebags. Her practiced smile wavering, with each new step, each passerby. An urge to strike someone rising, before she noticed somepony pick up one of her jackets, dusting it off.

"Are you all out of your minds? Is this the kind of people you are?" The newcomer demanded loudly. "Petty and cruel, the kind to trample over someone else's work, instead of taking a moment, a single bloody moment, to help?" She hissed. "Disgraceful, all of you."

The outburst of anger was not what Suri was anticipating, at least not in the direction it went. And judging by the ponies nearby, and their surprised responses, neither had they. Leaving some to seemingly register her, and her situation for the first time. Yet, they didn't help, they just made a point to walk around the mess. Suri got a better look at the individual who assisted, and felt amused, and confused to find it was the familiar blue mare, dusting off another of her coats.

"It's you again. Heh...I guess it would be somepony who's crazy." Suri hesitated, taking the jacket. "Why are you here?"

"I was in the middle of tracking a rather annoying 'bird,' while debating creating a temporal snare. Along with attempting to deduce the next jump point, and the prospect of it leading to something more than another day. Perhaps it won't, in which instance I would need to discern a path to get ahea-" The Professor noticed her confused expression and said. "I'm trying to find a bird or something, it's complicated. Anyways, I was just passing by, is the point." She then added. "I...overheard some of that, and saw what happened. Are you alright?"

"I exist." Suri replied, adding. "And, I don't need your help. I can't stand people stopping out of pity, I didn't ask for."

The Professor obtained a half-smile. "It's not out of pity, I assure you. It's entirely selfishly driven." Suri glanced. "I've experienced similar moments, and your experience related to me. I like to call it inspired empathy. Thus, why I'm asking if you're alright."

"Why, because nobody checked if you were?" Suri asked, sarcastically.

"When it came down to it, when it mattered...nobody came." The Professor laughed a little. "Most just ignore me, forget I exist, or grow to pity or fear me. Feeling 'remorse' for my existence." The pink mare paused at this, her hostile expression dimming some. "Would you mind if I inquired what that was all about?" She asked. "That unicorn seemed...incredibly upset, but I couldn't hear a reason."

"Everyone's pissed when I'm around. It's like...an automatic response." Suri admitted, no longer wearing her smile. "In this case, I was an idiot."

"What happened?" The Professor inquired, dusting down a shirt. "Disagreement about something?"

"It doesn't matter." Suri rapidly picked up the rest. "I don't need your help. I'll be fine. Just go back to...hunting your bird, or whatever."

With that, and her things gathered, Suri turned, stopped, took the shirt, and then started away. She headed along, and through the crowd, venturing into an alleyway. Her ear flicking, hearing steps behind her, as the blue mare followed along. Much to her mild confusion, slight anxiety, and irritation.

Thinking for a moment The Professor jogged up beside her. "It's just a stupid bird. It can wait. Thinking on it, the trace energy is quite unique, and will last at least the rest of the day. So I've got plenty of time." She considered. "Do you need help getting your things home?"

"I-I no." Suri looked embarrassed. "As a matter of fact. I was thinking of...taking a break. Right here." She sat beside the wall of a building, in the alley. "So, you can...wait a minute. Oh, I know what you want."

"You do?" The Professor asked. "Marvelous. If you could inform what it is, I've been trying to determine it for years and-" She had something tossed at her. "W-well that was rather direct. What is this-oh, oh, it's the scarf. I almost forgot about this, wait-you kept it?"

Suri shrugged, and adopted feigned positivity. "Well you paid for it. What kind of mare would I be to go getting rid of it?"

"Admittedly, I presumed you'd resell it to someone else." The Professor said. "Given that I simply ran off like that, I wouldn't have blamed you. It was entirely my own fault for not coming back on time."

"Well yeah, I guess it would have been huh?" Suri contemplated it, watching as The Professor placed it in her pocket. "Well, you have it back now. So, you can leave. Nothing else for you here, after all." She added, noticing the playful smirk of the other mare. "You're under no obligation to sit here and...do whatever you're doing."

"You're absolutely correct. Completely, utterly. However, I've had a thought." The Professor said.

"Congratulations. I knew you'd get there one day." Suri snickered to herself.

"And I'm just one away from beating your record." The Professor replied, adding. "Can you show me off those outfits of yours?"

"What?" Suri asked, in disinterest. "What do you mean?"

"Well-" The Professor shrugged. "I was curious if I could see your collection?"

"You've already seen them." Suri replied.

"Well sure, but I haven't seen them presented to me." The Professor said. . "Like a show. Spin and twirl, all that, or just general display. I'm not quite sure which way is considered better. Or which you'd prefer." She added. "I'd just be watching, afterall."

Suri adjusted herself, a touch red in the face. "Mad-Mare." She muttered, thinking. "You should know I don't let people just look at them." She added. "You'd have to buy something."

Suri promptly felt a touch off, about what she was trying to do. To begin with, there was no way it'd work. Her clothing was mostly ruined, some of it torn, most of it dirty. Further, she noted to herself, she was trying to swindle someone who was clearly a bit 'out of it' which felt...strange. She didn't much like the sensation.

However, the quiet growl of her stomach, the recollection of coin, it beckoned. She heard the rattling of it, as The Professor pulled out a small container of bits. Setting 30 down, which left her confused. She had expected 5, maybe 10, considering everything.

"I'm more interested in watching for now." The Professor told her, adding. "I like to reserve touching, feeling, trying things out for once I know it's worth the trouble required to break it in. Especially if I'm going to be inside it." She added. "Besides, it's new to me, so it's best to move slowly, right?"

"Th-that is...there's no way you don't realize what that sounded like." Suri said blushing hard.

"What d'ya mean by that?" The Professor asked. "Honestly, the only clothing I really have is this jacket, and I fell over a few times just getting it on. I can't imagine how hard it'd be to wear a dress." She paused, and added. "Or socks, my ex was rather curious to see me in those...not sure why though?"

Suri blinked, and glanced away. "You're...impossible."

"Anywho...what can 30 bits get me?" The Professor asked her.

Suri tried to compose herself. "W-well, it'd get a decent presentation, sure." She bit her lip, and hesitated, before adding. "If uh...it were 50 bits, then, I'm sure it'd be a bit nicer." She added. "Just don't expect me to go...throwing anything on. Got it?"

The additional commentary, the additional request of bits, it wasn't part of her plan. Suri cursed herself for the momentary greed. What in Celestias name, was she doing?

She'd just been offered 30 bits, to do practically nothing. The fact some part of her had overplayed her hoof, was a miserable realization. This was it, it was over. The scheme ruined, she just knew it.

Another 20 bits were placed, catching her by surprise. An eye twitching as she did her best to hide the confusion, albeit poorly. She analyzed the blue mare, looking back at her. After a moment she took the bits, and hesitated. Promptly pushing back 5 of the bits.

"You overpaid. That was...25 bits." Suri lied.

"Was it?" The Professor smiled more earnestly. "Thank you for letting me know. I appreciate it."

The feeling, perplexing, vexing, wasn't gone. But Suri got up anyways, and picked out the nicer things from her 'collection' she'd been working on. She took a moment to make sure they were brushed off, or free of dirty hoof-prints. And began to show them off a little bit.

It wasn't the longest show, nor was it something she'd considered a proper one. But she didn't really have much that was worth the bits given. And yet, when it was completely, she found the mad-mare smiling, wearing that odd half-smile of satisfaction.

Suri couldn't grasp it. Admittedly, they weren't anything all that special. Nor was her displaying of them, given that she'd mostly just held them out, or turned them around. And yet, she was given complete attention, the entire time.

"Well that's everything." Suri told her. "I hope you...enjoyed the show."

"I thought it was marvelous." The Professor told her. "Honestly. I have no idea how you've managed to make these things. Like, conceptually I understand the process, but in practical execution, it's admittedly astonishing." She laughed briefly. "Did I tell you I tried my hoof at sewing, shortly after you showed me how?"

"No." Suri then asked. "When would you have-"

"It was dreadful, the whole process went terrible. I even managed to sow my hoof to a hat. And I wasn't even sewing a hat." The Professor told her. "I was working on turning a napkin into a triangle, and accidently made a decahedron." She explained. "Then I dropped it...no idea where. But sometimes I think I hear it taunting me." She then added. "Of course it's not the worst contender in that regard. That 'bird' is easily far more irrit-"

She suddenly felt a little bop against her head. Promptly cutting off her ramble. Her eyes meeting the other mares, finding a stern sort of confusion there.

"What are you talking about?" Suri asked, scanning her over. "Just...rambling like...an idiot?"

"One, ow, but I see your point. I got a bid side-tracked." The Professor admitted. "Two, listen, Suri, my point is that I spent days, months trying to do something 'simple' and couldn't. I don't hold a candle to you, at all in that regard. You've done an amazing job with these, and you deserve to give yourself some credit for it." The pink mare began to reluctantly smile. "And, I genuinely hope I get a chance to see more in the future. Because it's going to be marvelous."

"You're...joking right?" Suri inquired, hesitantly maintaining the half-smile.

"I'm not, I swear." The Professor glanced to the side, noticing 'the bird' in the distance. "I wish I could stay, a bit longer. However, I do have to get going. Though, before I do, I want to thank you for the show."

"Well, you paid for it." Suri reminded her. "So you don't...have to thank me."

"You've provided my with a once in a lifetime experience, and I'll remember every piece of it." The Professor told her, turning Suri beat red with embarrassment. "Thank you, and, as I have to dash away now...a little saying I've been toying with. Festina!"

With that odd proclamation, The Professor raced off once more. Leaving Suri confused, and unsure. Both for what the word meant, and everything that had been said. Was this odd string of compliments some kind of joke? A prank perhaps?

She glanced around, waiting for something to come and deliver the rude realization. A bucket of water, paint, something to trample her clothes. Some form of cruel followup. But it didn't happen, and that confused her more. Leaving her to examine the bits she'd been given.

"If...if she wants to throw her bits away...who am I to say no?" Suri reasoned to herself. "Not my fault she's an idiot. Dumb...stupid crazy idiot." She sighed, and added with a mutter. "Dumb enough to...probably come around again...maybe?"

With that, she laid down, and rested her head. The small smile remaining on her face as she did so. It wouldn't be the worst thing, in her mind, if it happened one more time. It was nice to have someone to talk to again.

A week had passed since the last encounter with the weird pony.

Suri had taken that time to contemplate her approach to things. To try a little bit of introspection, and analyze how she'd been approaching her own survival in Manehattan. Given how poorly everything was going, she simply hoped this new tactic might ensure she could at least eat regularly.

The pink mare examined herself, and her reflection within the glass of an abandoned store building. Taking a moment to compose herself as best as possible, and sort her thoughts. If her talent was left meaningless, if everything she'd worked for was laid to rot, she determined there were other skills she had. Other things she could utilize.

Adjusting her smile, as she had before, she got it into place. Hearing some weird whoorbling sounds in the air somewhere nearby. She presumed it was a machine of some kind, and focused, placing on a headband, to hold her purple hair some. The mare feeling confident viewing her reflection. She almost looked like she was back to her old self, the final being a slight adjustment to her scarf.

Starting off, and down the street, she kept a bit to the side. Easier to avoid any rude individuals that way. Her eyes falling on a brown coated stallion, with a long multicolored scarf. He had stepped out of an alleyway, and seemed to be looking about, taking in the sights of things. She felt like she may have seen him before, but it was hard to tell. Finally, she noticed his cutie mark, an hourglass, albeit one with white sand, instead of black sand. Her mind making an 'association.'

She stepped forwards, and sorted her accent. "Hello there, and excuse me, okay?" She giggled. "Are you new to Manehattan by chance?"

The stallion she'd approached looked her way. "Hmm, yes?" He scanned her, with a dubious expression. "Why?"

"Well, as it just so happens, I've lived here for years now." She told him cheerily. "If you're looking for assistance in navigating the city, I'd be more than happy to help you out, okay?"

"And why would you do that?" The brown stallion, asked.

"Just being generous." She made the laugh again. "One good deed-"

"Let me stop you right there. I can tell you're a con-artist." He observed, glancing her over. "Not sure what the con is exactly. But I'm quite adept at spotting liars."

"I-" She began. "well I'm not-"

"Honestly, whatever it is, I'm not in the mood to deal with it. And I haven't the patience to pretend to tolerate it either." He admitted, and added, in a lower tone. "So why don't you run off, and be a parasite to someone else instead?"

Suri flinched. "Fine..." Her accent dropped. "I was just offering. Prick."

Someone called out. "Doctor, you should come and see this-" From somewhere nearby. "it's doing the thing again."

The stallion turned. "Coming."

With that, he trotted off. back down the alleyway, and out of sight. Suri didn't bother to follow, knowing it'd likely lead to more trouble for her at this point. Feeling deflated, she started off back the way she came.

"That went well." She muttered to herself.

She was incredibly frustrated with herself. In her brief moment of delusion, she'd made some connection that didn't exist. Just because that stallion shared the same cutie mark, as her favorite mark, didn't mean he was going to be anywhere near as polite, or friendly, or as much of an idiot.

Suri found her thoughts turn back to the blue mare. It had been a week since their last encounter. She couldn't help but wonder where the stranger had made off too. If she was alright? After all, she'd mentioned something about hunting, or chasing someone, or something? She recalled a bird, or something? It was a bit fuzzy.

These thoughts distracting her, as she moved to cross the street, suddenly feeling something slam into her. Causing her to stumble, and fall, barely catching herself. Glancing up to see a pegasus there that seemed, oddly familiar. She then noticed said pegasus had her hairband, as her mane fell to the sides.

"H-hey!" Suri said, getting laughed at. "Give that back!"

"Oh, what happened to that 'fancy accent' hmm? Right, it's as fake as you are." The pegasus remarked, quickly running forward, before flying up and into the sky. "Just give up Polomare."

Suri attempted to snatch the pegasus, and simply fell again. Growling at the situation, looking around at others who were watching it all play out, doing nothing. The moment they noticed she had turned to them, however, they simply hurried off. Nobody doing a thing to help. Her expression darkening, as she turned, and walked quickly away. Sniffling.

The scene had been observed from a distance by The Professor. Who felt a twinge of irritation, her focus back to the Pegaus briefly. Hurrying along after the obnoxious entity. Moving across the town, stumbling, and running into a few people. Tsk'ing.

"This is taking entirely too long." The Professor muttered, still sore, and tired. "Think I was right before. I need something more efficient, something functional. I need a temporal snare." She then nodded. "Need parts for a temporal snare...right...well, bad ideas are fun ideas."

Hurrying off, she made her way back to where the Tardis had been parked. Pausing briefly upon arrival, trying to think back to where she was at this particular date and time. Stepping over, she carefully unlocked, and opened the door, peaking inside. Finding that her past self wasn't in the lobby area.

The Tardis chimed some. "Yes yes, I know, I know. I shouldn't be here." The Professor quickly hurried over. "I just need to get a few parts for something, honestly. This is...I'm in the pool right now, with the floaties aren't I?" There was an affirmative ding, the Professor digging a few things out of a box. "Marvelous. Okay. I'm good, I just need this, and this and-" She hummed, and pulled out a key. "oh spare key. I wondered where I put that." The Tardis made a curious hum. "It's Suri, she's in trouble, and I'm trying to help." A happy swoosh. "I-It's not...she's not a companion. I don't do companions...and this is not an Adventure." A faint whirr followed, and she hesitantly smiled some. "Maybe...but not unless I can pull this off."

She shoved the items into her pockets, which showed no signs of anything being present. Giving a quick kiss to the console, she hurried back outside. Locking the door, while starting off. The Professor coming to a conclusion, an idea. The Pegasus was clearly targeting Suri, which meant the best place to place the Temporal Snare, would be wherever Suri was.

Contemplating the location, she noted that her encounters with the mare were always within the same general area. Wagering she might be around there, which would in itself be fairly convenient. She headed along, and cut down an alleyway to the calculated mid-point of the various other meetings.

Arriving at said location wasn't entirely difficult. It was revealed to be a rather familiar alleyway. The Professor taking stock of this fact, and looked around, requiring someplace a little higher to set the snare. It was then she noticed an old fire escape, leading up to the roof of one of the buildings the alleyway was between. Aiming her sonic, she activated it, prompting the ladder to drop.

She appreciated, and was mildly amused to find it wasn't a vertical ladder, rather it was steps. Hastily climbing them, she found the structure was creaking, and a bit unstable, making careful note of each of her movements. It would be more than a little inconvenient for it to break. The trek leaving her panting slightly, at least when combined with everything she'd done today. Faintly she could hear the 'music' associated with The Pegasus, suggesting she was nearby somewhere.

"Been awhile since I've done much running." The Professor muttered to herself, heading onto the roof. "Okay. This should be easy." She dug everything out. "One temporal snare, coming up."

A voice asked. "It's funny you think you have the time."

The Professor let out a long sigh, and turned. The Pegasus standing there, observing her. The maligned entity wearing a smug grin.

"Were I to say that I am invoking Convention 15, of the Shadow Proclamation, would you know what that meant?" The Professor inquired.

The Pegasus replied. "You're requesting a cease of hostile activities to parley." She shrugged. "Very well, you did catch up to me again. Might as well."

"Well, in that case, I demand you identify your place of origin, and species designation." The Professor added, getting a little chuckle. "According to the universal ratification of the Shadow Proclamation"

"Erinyes. Equestria." The Pegasus replied flatly. "You?"

"Time Lord. Gallifrey." The Professor noticed the quizzical look. "Never heard of it?"

"It's a bit presumptuous to call yourselves lords of time." The Erinyes said smirking.

"Not as much as you'd think." The Professor then asked. "Where is Suri Polomare?"

"Around the corner." The Erinyes shrugged. "Didn't you see her?"

"Not that one." The Professor glared. "You know what I mean."

"I don't see why I'd need to tell you anything." The Erinyes paced, and examined the Time Lady. "You may have a clever little device to follow me, but it's quite inferior to my own natural capabilities." She added. "Plus, I think, eventually, it's just going to wear out, don't you?" She hummed. "So all I really need to do, is wait out the clock. Boring as that resolution might be."

"And who are you to be doing any of this?" The Professor asked. "Tormenting some random mare, in the big city?" She scowled. "What, does it amuse you to get you licks in, on those who can't defend themselves?"

"Bite your tongue, you arrogant rat. She is a parasitic little leech who has destroyed lives. A criminal that never got a proper trial." The Erinyes remarked. "And given she never faced retribution for her crimes. It seems only appropriate to dole out a punishment."

"Crimes, what crimes?" The Professor asked. "What exactly did she do?" She added. "What, the fact that she's conning people?" She added. "There are hundreds, thousands all doing that same thing, and you're not bothering them. I'll admit, it's not exactly the best thing. But I hardly see why that would require you. Let alone why it'd give you the authority to do anything."

"My authority comes from my job, designated by my existence." The Erinyes remarked, and added. "What I know, is that there are so very many out there who seek some kind of vengeance upon her. So~" The pegasus got close, the gold eyes shining. "I took it upon myself to do so. Subtle things, little changes, minor alterations. A couple rumors, here and there. And suddenly-" She smirked, revealing fangs. "there isn't a soul in the city, who'd care if she lived or died."

"So you sabotaged her life. Ruined her chances and opportunities, just so she would be abandoned and forgotten by the world?" The Professor asked. "Knocking her down, each time she tried to claw her way out." Her eye-twitching, adding. "Which is why you stole her. Pulled her from my Tardis. Because it was a way out. An escape from a cell she doesn't know she's in. It's why you've ensured I couldn't find her. Because you know the moment I do-"

"You'll get involved where you shouldn't." The Erinyes commented flatly. "Feeling content, with your rambling?

"What are you?" The Professor asked.

"Vengeance." The Pegasus replied, plainly. "I'm an Erinyes. And I've grown tired of your presence."

The Professor moved to make an action, namely to turn a piece of the device she'd been cobbling together, only to be greeted with a sudden rush of movement. A pair of hooves hit her. The blue mare being knocked back hard against the railing of the fire escape. The Erinyes looming, hoof on the edge of it.

"This isn't going to end the way you want it to." The Professor warned, with a cold glare. "And you will regret this."

"So speaks the stubborn 'Time-Lord' struggling to save a life, worthless in history." The Erinyes commented, spinning the headband in her wing. "I think it'll go exactly how I want it to."

With that the pegasus pushed on the side of the railing. Causing it to creak violently, breaking behind the Professor. She let out a breath, snatching something from the Eyines, much to the beings surprise. The Professor falling back, feeling a sharp pain as she did so.

As all of that had been transpiring, Suri had found her way back to the abandoned corner of the city she called 'home.'

It wasn't much, but with some of the bits she'd been paid, she actually managed to make a little something. It was tucked away in the corner of an alleyway, in a space where nobody really went, caught between two buildings and a large fence, that had boards on either side.

She'd placed a sheet of metal up, jamming it into place, to act as a roof. Another at the side that could slide out like a door, which she pushed aside to get in. Inside was a rug, the same one she'd tried to hawk wares on at one point. Alongside some of her clothing, she'd given up trying to sell. Moving, she took a seat and sighed, glancing at a page from a magazine she'd torn out.

It depicted a picture of fancy buildings, and strange structures. With a welcoming looking stallion beckoning the viewer to it. The words 'city of tomorrow, underground' etched on the bottom. The company indicated to be 'Stable Tech.'

Before she could fall too far into her thoughts, a sound came to her attention, like something hitting metal. She looked about the area visible from her spot. There was another noise, prompting her to wander out, before noticing a blur of movement, and a thud. Someone falling to the ground a short distance before her, with a chunk of metal landing, clattering nearby.

"What?" Suri looked up, and noticed the fire escape, with broken railing. "Hey, are...are you okay?"

Stepping over, she noticed who it was, the realization and confusion over whom setting in. The blue mare with the white jacket, well, mostly white. There was a slowly spreading red to it now, though that didn't quite register. She noticed the blue mare was holding onto something, notably, a headband, her headband. Shaking that off, she quickly nudged the mare, and shook her a bit.

"H-hey you, get up. C'mon...seriously. Please don't be dead." She muttered anxiously, feeling something warm, wet. "Is that...blood?" She registered the red, and a deep, bleeding gash in the side of her. "Somepony...Help!" She got no response. "HELP!"

She yelled this out, while looking out to the street, being ignored. She fidgeted moving back and forth from the possibly dead woman before her, and the end of the alley. Nobody seemed to pay attention, nobody was coming. She heard a breath, and noticed the stranger making pained breaths. Thinking for a moment, she quickly dragged the blue mare back to her little space. Leaving a trail of blood in the process.

"Okay. Don't die. No dying. Dying is no. Just...don't die. You idiotic, idiot, what did you do? Ugh, just, it'll be alright." She assured hastily, while looking her over, stopping in her shelter. "Bleeding, bleeding...you're bleeding. That's not..." She observed a gash on her side, and shivered. "oh, you blasted crazy idiot, what did you do?"

A few things were knocked around, those being the couple boxes, and supplies that Suri had. She scrambled, grabbing some of them, tossing others out of the way. Taking some of the fabric she had left, she pulled off the bloodied jacket, and pushed it out of the way. Taking a thread and needle she observed the wound, and placed a hoof near it, body shaking hard. She took a deep breath, and her own shaking slowing to a stop.

She moved hastily, but precisely, stitching up the wound as best she was able with the strongest thread she had. When that was done, she grabbed a sheet of fabric, and began wrapping it up. Having to pull the strange up to get it around, over and over. She made a point to use the fabric that tended to be a bit too absorbent, something more akin to proper bandages which she didn't exactly have in the moment. Getting everything wrapped up tightly, she clipped the ends with a pair of scissors, and then stitched those parts together carefully. It wasn't much, but it was something.

"I'm...I'm going to go and find you help. Don't you dare die while I'm not here...or when I am, either." She requested, shaking, trying to snap herself out of it. "Someone...someone has to pay for the rug you ruined."

She moved some of the clothing beneath the mares head, and propped her up slightly, uncertain if that was the correct move or now. Glancing at her headband, she turned, and rushed out to the street. Bursting out, demanding the attention of anypony who was nearby, trying to get them to help.

Yet, they continued to ignore her. Even when they were able to see what had happened, or saw the blood on her. All it made them do, was avoid her further.

Suri growing increasingly frustrated, stated. "Help me, Celestia sake. She's going to die if you don't!"

The other ponies promptly hurried off. Many moving to avoid her, looking at her like she was deranged. Suri frustratedly tussled her mane, turning and running back into the alleyway.

Several hours later...

Suri had sat there the entire while, anxiously observing her defacto patient. She had expected someone to inform a doctor, or the guards, or anyone really. Yet, it didn't happen. Instead, it was just her, doing her best, which was to say, not a lot in her view.

The hours had ticked by, and the day had faded. The former fashion designer finding her eyes weighing heavier as it went. She felt desperately tired, but was trying her best not to pass out. Thankful to hear that the blue mare was still breathing regularly. The bleeding hadn't lasted, and it seemed her bandages and stitching did something to help. She hoped the fall hadn't broken anything, or done too much damage anywhere else though.

These thoughts having been what kept her in the same place all that time. Eyes heavier, her vision almost blurring. The night sky upon the world, her posture shifting, as she closed her eyes. Feeling like she was unable to hold on for another moment. It was then, that a low groan of pain caught her attention, opening her eyes again.

"Oh...ow...wow..." The Professor groaned out, eyes opening. "That...that hurt...so much."

"You're alive!" Suri exclaimed, letting out an anxious breath. "Oh thank Celestia you're awake, I-I didn't think you'd...er, c-can you even hear me?"

"Yup. Yes...can hear." The Professor replied, struggling to sit more upright. "It's good...I placed nanomachines...into my bloodstream. Which, I feel like I've lost blood?"

"You did, you idiot!" Suri stated in frustration. "What the hay were you doing?" She heard a chuckle, and a groan of a pain. "Why are you laughing?"

The Professor finally glanced over at her. Registering the state of the purple maned mare. She looked awful, and exhausted, and had blood smeared or splashed on parts of her body. Most notably the forelegs. Eyes revealing that she was feeling overwhelmed, and tired.

"You...I...sorry." The Professor shifted some. "It's...a coping mechanism...when I don't know what to do. What happened?"

"You fell, idiot." Suri informed her, giving a still soft bap to her snout. "And tore open your chest, a-and bled e-everywhere. You could have died!"

The Professor could feel the tiny machines beginning to more properly patch her body. She knew they would burn out, really only meant for one use. Making a mental note to see about adding more later, or at least making more, just in case.

"That'd be a bit soon for my liking." The Professor smiled a little. "Beats a day though?" She found herself being glared at. "I said something wrong. Are you okay?"

"Am I okay?" Suri blinked in confusion. "What do you mean, am I okay?" She gestured. "I'm not the one who was bleeding out, or fell out of the sky-" She picked up the headband. "and had this. Why do you have this?" She asked. "What were you doing up there?"

"Shh." The Professor made a motion.

Suri briefly felt an odd compulsion to remain quiet, but shook it off. "Don't shush me."

"Huh...didn't last. Weird." The Professor felt her eyes growing heavier. "Ah...their finishing...well, leaves me tired."

"Hey, hey no. Stay awake." Suri looked nervous. "I uhm...I read if you have a concussion...you shouldn't fall asleep."

"Yeah probably not." The Professor admitted. "Some believe...the affected might slip into a coma or lose consciousness. But that's...only if it's really bad."

"You fell off a very tall building!" Suri exclaimed in exasperation. "Earth Pony or not...that's...bad."

"Not my worst fall." The Professor laughed slowly.

The blue mare moved, working to get up, wagering the Erinyes would likely be around, somewhere. Presuming it hadn't left the area, she imagined she could still track it. The thought, and action ended, as she was greeted with Suri taking a moment to straighten some things out. Before pushing her back to laying down.

Suri put a hoof on her chest. "Don't you even think, about getting up."

"But, I'm-" The Professor began.

"Shh." Suri shushed her, surprising The Professor. "After that...you...just...let yourself heal okay?" She added. "I'll be here, so...nobody will bother you."

The Professor felt compelled to explain the little robots and that she was in fact, feeling better. However, the tiredness in the words, and the concern were noticed. It was abundantly clear, Suri had worked hard to keep her alive. Looking over, and feeling it, The Professor also had to admit to herself, it had probably stopped her from regenerating. Something The Professor didn't want another of, anytime soon. She resisted her own impulse, instead laying back, and thought about it.

"Yes ma'am." The Professor replied. "Thank you."

Suri let out a sigh of relief, feeling some of the anxiety and stress fading. She wanted to laugh, and cry in relief, but resisted that impulse. Instead, sitting, laying down in the small section of her dwelling not occupied. Noticing The Professor examining her over.

Suri let out a breath. "Okay. I have questions." She thought for a moment. "And don't you lie to me. I spent the last bits I had, just to go get a potion to help you heal. So...so don't even think about it. Got it?"

"You did?" The Professor asked, sounding surprised. "Why'd you go and do that?"

"I...I don't know." Suri answered in frustration at herself. "Just, answer my damn questions Namely...what the hell?"

"Right." The Professor pondered. "I uhm...well, I was...on the roof placing something. It was a device meant to...well, it's meant to act as a temporal snare. In fact it is one." She hummed. "A temporal snare, it's a device that's meant to limit time travel via Zygma energy. Among others, but...that doesn't matter." She got no response. "I uhm...earlier I'd noticed that pegasus who stole from you. She confronted me on the rooftop, calls herself 'Erinyes' which is, well it begs questions." She said, groaning in pain, feeling more of the nanomachines burn out. "We argued, when I tried to get her to leave you alone. Then we fought...turns out she hits...much harder than I expected."

It took Suri a moment to understand. Well, she didn't completely understand. Most of it sounded like half-crazed babble that she imagined was either because the blue mare was crazy from blood-loss, or just normally crazy. But the parts that stuck out, well, that part, left her feeling off.

Suri asked quietly. "You almost...died because of me?" She asked, shaking her head. "You don't...you don't even know me." She then asked. "Why, why would you confront her?"

"Because she treated you poorly." The Professor said. "That's more than reason enough."

"That's...stupid." Suri said, sounding upset. "You almost died because someone was mean to me?"

The blue mare laughed nervously. "I mean. Admittedly, I didn't think it'd go that far. Or that it'd get 'that violent' so quickly." She added. "Or that the railing was that flimsy...or sharp."

"Idiot. Y-you're...you're an absolute idiot." Suri remarked, feeling confused. "Don't you know it's everypony for themselves?" She added. "You should have kept up with your...snaring or whatever. Instead, you almost died."

The Professor scanned her over. "Suri, I almost die, a lot. It's...one of the perks of my job. Traveling. Exploring. Learning." She added. "Danger's just a part of it. I don't seek it, but, that doesn't mean I'm gonna back down from it either." She added. "If someone is in trouble, I help, even if I don't want to. But I was never was a fan of bullies."

"That's idiotic. Foolish. Reckless." Suri tried to grasp it. "Don't you realize, being-helping ponies like that...people are just going to abuse you?" She asked. "They'll...use you, you'll get nothing but pain." She said. "And then, when they've got what they wanted they'll-"

"Leave me to die in an alley?" The Professor guessed, prompting her to hesitate. "You didn't."

"Well...I-" Suri trailed, and shook her head. "I...I have to prepare things for tomorrow, get water. Just...try not to fall asleep too quickly, okay?"

"I'll do my best." The Professor replied. "And thank you, again."

Suri didn't respond, instead she set about gathering the cloth and items that weren't bloodied or ruined. Putting them off to the side. Given that she was now flat broke, she wagered she'd need to try and sell something. Which, considering all that got damaged, would be difficult. But she assured herself it'd be okay. She always managed to sell something, even if it was just enough that she could barely survive.

Eventually however her movements came to slow, and exhaustion caught up with her, after retrieving water. She stopped, if only for a moment, just to take a break. Said break, promptly ending, with her eyes shutting, as she fell to sleep. The Professor watching her for a moment after she did.

"So that's what I saw." The Professor commented, quietly. "I really screwed you over this time, didn't I?"

She thought of something, and grabbed her bloodied coat, finding something beside it. A replica, made of cheaper fabrics admittedly. Alongside her vortex manipulator. A note on it.

It read : "I don't know what this is. But it was beeping. Wanted to let you know in case you wake up."

"Just registering that it was disconnected from the user." The Professor commented, sliding it back on, with the newly sewn jacket as well. "I'm gonna make this right. I promise."

She dug out the coins she had, and left the coinpurse beside Suri. It only have a hundred bits in it, but The Professor hoped it would be enough to pay for the damages. Or at least, help keep her afloat until she could put an end to this nonsense.

Sliding the door open, The Professor exited into the alleyway. Properly taking stock of where she was. She looked back, taking note of the conditions Suri was living in. She closed up the door, then scanned the air with her sonic. The pieces of her snare were still on the roof, though, she imagined the moment she went up, she'd just be knocked back down. And without the nanomachines, she'd definitely end up with a new face.

"Can't keep playing catch up. There has to be a way to get ahead of this." She muttered to herself, pacing. "Something I'm missing, some way of knowing where Suri was taken." She huffed. "If only I had an item, an object, something to track. Something with a distinct frequency that I could-" it clicked. "oh. Oh...I'm an idiot." She turned to head to the shelter, but paused. "No, it's too late today. Next one. Okay...next one. Can't believe I didn't see it sooner."

With that she headed off to continue her pursuit. Electing to sneak back into the Tardis. If only to take a quick shower, and remove the stitches. Her past self likely being in the movie theater at this hour.

Two weeks had passed.

Five bits were placed down, one of the scarves selling. Tossed around the neck of a stallion with a long dark robe-like jacket, with the new silvery scarf. His mane and tail equally dark, his coat pale. The jacket barely reaching a cutie mark, resembling a broken hourglass filled with black, leaking sand. His posture a touch off, like he was holding himself up through force of will alone.

"Trouble, my dear?" He asked, grabbing the mares attention.

Suri blinked. "Huh?"

"You seem distracted by something. Didn't even notice me underpay." He said with a soft laugh. "Are you alright?"

"It's nothing." She replied scanning him over some. "I just...somepony I met...almost died. I haven't seen em in two weeks, and I...I dunno."

"Then it worked." He muttered.

"Worked?" Suri asked.

"Oh, I'm...an author, of sorts. Did a bit of rewriting, changing an event in my story." He told her, smiling. "I didn't like how it went, so I scrapped the whole thing, and started from the beginning. Whole new branch of possibilities." He explained. "I was just...commenting on a stray thought about that." He laughed nervously. "So, this mare, is she a friend of yours?"

"No. I...I don't have friends." She replied, adding. "Don't even know if she's alive anyways. She just...vanished in the night."

He adjusted some. "Wherever she went, I imagine she'll show up soon. Alive and well." Suri managed a small smile. "Wager you'll chew her out a bit for vanishing like that though, won't you?"

"If she's alive. Then yes." Suri replied. "Definitely." She then asked. "Why uhm...did you think she was a friend?"

"Because you lost that fake accent of yours." He said, prompting her to look embarrassed.

Suri replied. "I mean, I guess. I dunno. Wait, you're just distracting me, aren't you?" She asked. "That scarf is 10 Bits. So..." She noticed his expression was almost sad. "Hey, are you alright?"

"Right. Just something in my eye." He placed down the next five. "For what it's worth...when the time comes, I think you'll go on to do marvelous things." He smiled some. "It was good to meet you, Suri. "

"Thanks I...how did you know-" Suri began, before feeling strangely.

Her vision seemed to blur, everything flickering for a moment. As if two things were present in unison, and then, one. The mare blinked a few times, and found the space in front of her empty. A silvery scarf sitting among the pile of her clothes.

"What was...I saying?" Suri asked herself, feeling a touch confused.

She presumed her newfound headache was because of how badly she'd been sleeping. Leaning back against the wall, she rubbed her sore forehead. It had been two weeks since she last saw the strange blue mare. Recalling briefly, the comments about her being a traveler. Wondering if perhaps, she'd simply wandered off to have some adventure.

It was far more reassuring than other possible alternatives, and yet it still bothered her. Almost ached, in some odd fashion. That weird, deranged traveler, who risked her life, because of some jerk pegasus's rude comments. She almost laughed at how insane it had been, how odd it had felt.

Opening her eyes, she expected to be greeted with the familiar face, and some odd ramble. And yet, there was nothing. Looking up at the setting sun, she began to gather up her things. Putting everything into her saddlebags, neatly folded down, getting prepared to start on her way.

"Suri!" A familiar voice greeted, prompting her to pause. "There you are. Oh you would not believe how difficult it is to find you sometimes."

Suri stepped back. "You...you're...you're alive?"

The Blue mare had come running over, with a rather excited expression. "You're not going to believe it, but I figured it out. Oh, I'm such an idiot. The solution was painfully obvious, it was right there." She giggled some. "Like, it was so obvious. All I have to-" She noticed Suri's expression. "have to...to...uhm..hi?"

"Hi." Suri replied, looking visibly upset.

"I...it's been-" The Professor glanced at her manipulator, and tsk'd. "it's...it's been a little while hasn't it."

Suri gave a nod. "Bout two weeks."

"Huh, I didn't expect the jump to take that long." The blue mare hummed. "Feels like it was only yesterday. Well, I mean, I suppose in a linear sense for me, it'd only be-" She was suddenly thumped on the snout with fabric. "He-hey...what'd you do that for?"

"I thought you died idiot!" Suri shouted in exasperation, causing passerby's to look briefly, before hurrying on. "You just...leave in the middle of the night. Half dead, and expect me to be okay with that?"

The Professor replied. "W-well I got better. And, I-"

Suri glared. "Do you know how many pretty mares go missing in Manehatten?" She asked. "That there are bad folks out there, who will come and take them somewhere that they never come back from."

"I uhm..." The Professor wasn't sure how to respond.

"You wander off, half dead, after bleeding everywhere. I had to stitch you up, and wrap you up, because I thought you were going to die. Staying up for hours, literal hours, worried if I dozed off for a moment, or moved, or did anything else, I wouldn't be able to do something, if it somehow got worst." Suri declared talking faster, The Professor frowning, glancing away. "I spent the entire day looking for you. Tried to ask the dozens of people who just ignore me, or push me around if they'd seen you." She added, eyes watering. "And then, and then, I got to the point, the next day, that I just accepted it. Because you're crazy, and weird. And I figured 'hey' she'll just show up in a couple days like normal. And then you didn't, and then you were just gone." The blue mares ears dipped back. "I had no idea what happened to you, you didn't tell me anything, o-or leave a note, and...and I thought you were dead somewhere. Or worst, a-and I don't even know your name to ask anypony who might know you!"

Once Suri had unloaded her frustrations, she sniffled some, and wiped away the tears in her eyes. The mare getting mad at herself for the expression, for the feeling. The Professor standing there, silent, seeming to yet again, struggle to respond to this. Looking and feeling terribly guilty.

"I'm sorry." The Professor apologized. "I...I'm so sorry. I didn't...I just got caught up in things." She admitted, prompting Suri to glare, and look away. "I figured...you'd know I was alright."

"How was I supposed to know that? You just vanished for weeks." Suri replied, growling. "Look it's...it doesn't matter. It just-" She shook herself some. "It annoyed me, or something. So, you go, traveling or snaring, or whatever you're doing." She said, gathering the last of her things. "Have fun."

"Suri-" The Professor began.

"No. Just, stop it. I don't...I hated that." Suri told her, sounding confused. "I hated every single moment, and I...hated that I hated it." She then said. "And you, you...you just stroll up. You didn't even care that entire time, did you?" She demanded, hurt in her brown eyes. "So just...get away. Go shoo, leave. I know you will eventually anyways. Said so yourself."

"I did?" The Professor asked.

"You're a traveling mare, right?" Suri asked, while starting to walk off. "Travelers leave, and I can't. So it's stupid. I just...had this dumb thought that..."

She gave a dismissive motion, and started off. The Professor waited for a moment, swallowing hard, while seeming to shift in her spot. She looked around for a moment, and then smacked herself on the head. Quickly jogging to keep up.

"Suri, honestly. I'm sorry. I'm really, really sorry." The Professor apologized, being ignored. "I'm not the best with...social queues, and things like that, get too focused on things. I-I'm a very bad judge of 'what to say' or-or when to say it kinds of things. Or how, for that matter." Suri glanced. "Which is all pointless in this context. I didn't mean to make you worry. I really, really didn't."

"What's done is done." Suri replied, glaring. "Just...let it go, and move on."

"No." The Professor replied, sternly. "I want to make it up to you. Anyway I can. Anything I can do to make it right." The other mare huffed, and came around the corner. "Please, something, anything. Uhm, anywhere you wanna see, or something you wanna eat?"

Suri paused, scoffing. "You're...inviting me out to dinner?"

"Yes, that, absolutely." The Professor replied. "I mean, I was going to ask last time. But you were asleep, and I was bleeding. So, I just left some bits instead. Did...did you get the bits?"

"No." Suri replied.

"That blasted bird." The Professor huffed. "I did t-"

"Just stop it. You don't get to just jump back into my life, when it's convenient for you." Suri told her. "You don't get to make me feel terrified for somepony else, and then just waltz in like nothing happened." She sounded confused. "That's-you especially don't just follow it up by asking me out, thinking that'll make it better." She then added. "And besides, if you did, I'd make it something expensive out of spite."

"Then have it be something expensive. Absolutely." The Professor replied confidently. "Any place, any at all. Doesn't even have to be food. I just, thought you might like some?"

Suri scanned her over. "I don't...I don't get you." She replied. "Why do you try this hard, and then just leave?" She asked, annoyed. "You do realize I don't...have anything for you to gain, right?"

"To gain?" The Professor shook her head. "Suri, I'm not trying to get anything out of you."

"Then...then what, what's the goal?" Suri asked. "What's the angle. I don't get it." She huffed. "What, is it all for...a date, or something?"

"Maybe I enjoy your company? Want to keep you, around?" The Professor suggested, adding. "And I'm a big idiot, sometimes."

"Don't lie to me." Suri hissed. "Nobody enjoys my company." She shook her head. "A-and besides. All I've...no, ya know what no. I'm not doing this." She said, turning away. "Because soon, you're just gonna run off, and leave. And then, eventually that's it. I won't see you again, and I'm not...I'm not doing that. Especially not for some mare, who won't even give me her name."

"But I-" The Professor began.

"Just, stop, please." Suri skulked off. "I'm not doing this."

She went around the corner, and back to the alleyway. Her defacto home. Not entirely different from last time, albeit less bloody. Slinking into her cubby spot she let out a tired sigh, glancing back over the alleyway, not spotting the blue mare yet. Pulling the door shut, she sulked there, leaving herself in the quiet of the dark space. Almost an hour passing, before the silence was interrupted, with a soft knock against the 'door.'

Suri stated. "Noponies home. Go away."

"What if I need a repair?" The Professors voice asked.

Suri let out a hesitant breath. "Then...you should...go somewhere better for it." She added. "If you head across town, there's a place that could patch it up for free. Congratulations, I just saved you 20 bits."

"I thought it was 30." The Professor laughed nervously. "25 due to being a repeated customer. That sort of thing."

"I lied to you." Suri said flatly. "Conned you. Took your bits. Now you know, and now you can go away."

"I mean, it's not really a con, if it was always worth it, and then some." The Professor replied. "Honestly, I should have paid more."

The former designer got up, feeling very annoyed. She pushed back the metal door, and found The Professor standing there, wearing a small smile. She sighed tiredly at the sight.

"I ripped you off." Suri told her flatly. "What about that don't you get?"

"Correction. You showed me something I'd never seen before." The Professor replied.

"Oh yeah, how's that?" Suri asked.

"From what I've witnessed, a lot of things are done with magic. A lot of the more 'complicated' tasks. Things that require a bit of dexterity, or well, various appendages that are lacking from these bodies." The Professor shook her head. "Anywho, it left me curious. What happened if individuals lacked magic, or such capabilities? Could they still perform such tasks?" She motioned to Suri. "And then I spotted you, sitting there, and thought 'no way' and had to come running over."

Suri raised a brow. "Why, because you'd never seen a non-magic tailor?"

"No, welll, yes, but that was very different. They had hands. Ya know, fingers, and the sort." The Professor noted.

"Gyphons?" Suri half-asked.

"Sure, yes, that'd...yup." The Professor then added. "Regardless, you were the first pony I'd seen perform that. And, admittedly, I'm rubbish with these suction cup graspy hooves things." She noted. "And, seeing you, showed me a whole new thing I flatly didn't think was possible. And then you just went and did it. That's incredible."

"You...make it sound like a big deal." Suri noted.

"That's because it is. Did I tell you, I tried to replicate your technique, mostly from observation. I tried to stitch together a triangle-" The Professor began.

"And stitched a hat to your hoof." Suri mimicked her accent.

"Oh, is that an imitation of me?" The Professor asked. "Is that what I sound like?"

"More or less." Suri said.

"Can't tell if I like it. Does it sound good?" The Professor asked.

"I mean, it's passable." Suri said, briefly smiling, before catching herself. "Now, what do you want, and why are you still here?"

"I'm here...because my name is The Professor." The Professor replied.

"Professor who?" Suri asked.

"Just The Professor. It's been other things, but that's what it is now. That's me." The Blue mare told her.

Suri took a seat. "But you have another name. If you had another, right?"

"It's terribly complicated." The Professor replied.

"Uncomplicate it." Suri demanded.

The Professor half-smiled. "I'm the shadow of who I used to be. I'm not the same person I was back then. And, the other name, it was...a sort of promise I made." She half-explained. "One I couldn't keep. One I tried very hard to be...and just...couldn't." She added. "All that is to say, it doesn't matter, because I'm trying to be someone different. Me, not the memory of me...does that...help at all?"

"You abandoned your old name...because you did something wrong?" Suri guessed.

"In a way." The Professor replied. "It was taken from me. I was given another. And then I...was made to do things I didn't want to do. Be things I didn't want to be." She seemed hesitant. "So, I try not to remember it, if possible. I'd much rather be The Professor, I think?"

Suri felt she had a vague understanding, but also sensed she wasn't going to get more information. At least not at this time. Determining that the reason for the 'lost name' was probably deeply personal, and likely rather unpleasant.

"I'm...sorry you were made to do...bad things." Suri apologized to her.

"It's okay. I, well, I survived." The Professor winked. "And now, I travel. Go about the world, seeing impossible sights, learning incredible things. Sometimes I...stop to try and help people. Try to make some miniscule, positive little difference in their lives." She added. "Then I meet the ones I want to keep with me, and completely screw things up. Because I'm an idiot."

Suri contemplated this. A bit more of 'The Professors' character becoming obvious to her. Given the context, the craziness was a bit more understandable. Some of the past comments making far more sense. Yet, she still had to say something.

Suri spoke. "I need you to know that I was...really hurt, and angry at you."

"I-" The Professor had a hoof placed against her mouth.

"No words. My turn." Suri took a breath. "I can't...completely relate. But...I get wanting to be somepony else, in some sense." She told her. "I even changed my name when I got here."

"How do you mean?" The Professor asked.

"Well, I'm an idiot, from a small town. I lived close to someone who had the same talents as me." Suri explained. "She overshadowed everything I did. Everything I tried to do. To the point, some joking called me a 'knock-off' of her."

"Did she do this intentionally?" The Professor asked.

"Nope. And that made it worst." Suri laughed a little. "I worked so hard...and it never mattered. Never meant anything." She took a deep breath. "I got so tired of being considered second-rate that thought I'd come to the big city. Really get that chance to be my own person. Be the pony, everypony should know."

The Professor finally sat down properly. And listened attentively. Suri waited for a remark, or an interruption, or dismissal, but it never came.

"It went...badly." Suri replied quietly. "I learned prettty early on..that it was everypony for themselves. And the only way to survive...was to be better, at being awful."

Her brown eyes as empty as they'd been, cold, and calculating. She took a moment, and adjusted her face. Putting on the synthetic smile.

"I grew to hate myself." Suri admitted. "So I changed my name. It used to be Button Belle" She adopted the accent again. "I changed my accent. Thought I'd try something else, and ya know what?" She snickered, the accent dropping. "I was really, really good, at being worst than anypony else."

"Funny enough, I understand that sentiment." The Professor replied with a small smile. "It feels good at first...indulding. 'Cutting loose' from our restrictions."

Suri fell into quiet, but kept the smile. Her eyes betraying a mixture of disdain, hurt, and agreement. Frustration laying beneath the surface of her being.

"Didn't matter in the end. Thet same one...from home, she showed up." Suri told her. "Overshadowed me again...no matter what I did. But then again, that's what happens when you have a princess as a friend, huh?" She asked. "When you get the nicest things. When people just listen to you. When nopony forgets you exists, treats you like you're fake. When you meet the biggest names, and go to the fanciest parties~" She made a dismissive motion. "When you can afford to be generous, knowing someone's gonna pick you up when it backfires. That you failing doesn't matter. Because you will 'always' be given another chance. Not like everypony else. No, no...we screw up and it's...that's it. That's all we get. Then the world just forgets...and everyone walks by, like you never existed."

"It's easy to be good, when there's no consequences. When you aren't afraid of losing someone, or losing yourself." The Professor guessed, gaining a glance. "That little assurance you're real, that you matter. That everything will be okay, and you can afford to make little mistakes. Knowing if you fall, someone will notice, and catch you."

"Yeah." Suri said quietly, adding. "You...you really do get it don't you?" She adopted a small smile. "I'm sorry I unloaded all that on you. That I got so upset."

"Don't apologize for being cross with me. I was an idiot, absolute idiot." The Professor replied. "I should have waited, and I didn't. And-" She dug something out of her pocket. "I'm more than happy to listen. Here."

"What's...what's this?" Suri asked, finding a necklace with a key on it placed around her neck.

"It's a key, to a red police box." The Professor told her, adding. "I left something in it for you. Something I really want to show you. It's...I know it sounds weird but-"

"You're a bit crazy, to be fair." She smiled some. "So, key to a red box?"

"Yes, I'd bring it here, but it's quite large and immobile, a bit broken at this moment. It's-" The Professor heard a song in the wind. "Suri...there's a lot I want to tell you, but can't right now." She considered something, while giving her the key. "I have to...run into the store over there. Can you take this key, and head down the street to the left ha-hoof side of the road there?" She requested. . Not to the right, I don't think?" She felt her sense of direction was a bit off. "I promise, I will catch up with you there."

"You're not going to just...leave again, are you?" Suri asked her.

"Not without you." The Professor said, surprising her. "Please don't...give up on me yet."

"You want me to come travel with you?" Suri asked, noticing her take out the sonic. "Wait, what's that?"

"Yes, I do. And this is the sonic screwdriver." The Professor said feeling a mixture of hope, and anxiety. "I'll explain soon, I promise. Festina!"

With that, The Professor turned, and hurried over towards the store. Leaving Suri looking a bit perplexed. Briefly glancing down at the key necklace. Sliding it on, considering.

It was quite the request, and one she wasn't entirely sure about. Tet, she was curious. And that inspired her to start heading to go investigate this 'red box.'

The Professor walked into the store, and found the interior devoid of any living beings, aside from herself, and the Erinyes. The psuedo-pegasus smirking. The Time-Lady letting out a breath, her gaze hardening. She set the sonic on a shelf, whirring softly.

"Before we begin, I'm going to give you a second chance. We don't have to do this. We can end it peacefully." The Professor said, calmly. "Return Suri to me. And we both walk away, peacefully."

The Erinyes asked. "And why would I do that?"

"Because I believe in offering second chances. She's more than served a fair sentence." The Professor replied. "Take the offer."

"You stupid mare. We're all caught up now." The Erinyes noted. "You know what that means, don't you?"

"It means neither of us knows what's going to happen next." The Professor reasoned. "No more moments needing to happen. The paths have converged, and time has become still. Waiting to determine which track the river goes."

"Exactly." The Erinyes added. "Which means I can kill you, and end this. No more annoyance." She suggested. "Or you can simply move along, leave, and never come back."

"If that's the case. Then answer me, genuinely, what did you do with Suri?" The Professor inquired.

"She's in a pocket dimension. You'll never reach it. There's no way for you to find it." The Erinyes said. "Don't worry. I'll put her back in her little hovel once you leave. You have my word."

"Mild problem with that suggestion. Namely, she's not yours to take." The Professor replied, adding. "Now...Erinyes. I've heard your name before." She said, pacing about the convenience store. "Erinyes. Fury. Eumenides. Though I think that one is plural." She smiled. "I did a brief check in on things. You're just one of many. Like a beat cop for vengeance, correct?"

"My, my, you seem to know me well enough." The Erinyes pondered, and hummed. "All those names, and I don't have a single one for you. 'Time Lord.'"

"Very well, before we begin, we'll have our introduction then." The Professor cleared her throat. "I'm...no...no you don't deserve that name." She laughed darkly. "So, in this context, you can call me the Prosecutor. Wait, no, that's rubbish." She hummed. "I've always hated the translation for it, so I'll give you something more 'Time Lord.' Something from my native tongue, a bit more my style."

"And what's that?" The Erinyes asked.

"You may call my, The Valeyard." She said, plainly. "It means Educated Prosecutor. And, as a demonstration, I find it curious, honestly. You're meant to be punishing wrongdoing and blood-guilt. Murders, those who commit genocide, torture. Not petty cons. What's the matter, did your boss not give you any good jobs?"

"Valeyard, hmm?" The Erinyes snickered. "You're discussing the more 'important' work I do. But everyone picks up side-cases. It's something of a hobby. After all, nothing is above my notice, or jurisdiction."

"That right?" The Valeyard asked, calmly. "That's an odd sentiment to me, considering you're lying, in multiple ways." The Erinyes glared. "But we'll focus on one, for the moment. See, if I'm right, and I am, I'm very clever. Your power isn't based on your own ability to sense wrongdoing. It's based on perception, of wrongdoing." She added. "Specifically, the perception of others, judging an individual." She then added. "I wager you're meant to gather evidence to confirm if public opinion is accurate, but probably stopped doing that awhile ago, am I right?

"And what makes you say that?" The Erinyes inquired.

"Simple. Because you aren't targeting me." The Valeyard laughed softly at her confusion.

"I haven't sensed any wrongdoing from you." The Erinyes added. "What is this bluff meant to accomplish?" She added. "I'm not intimidated by you. You're weak, unimpressive."

"Oh, I am weak. But not unimpressive." The Valeyard stopped her pacing. "See, what I just did, was present a counterargument, to your lie. Not a bluff. Just more evidence. After all, you're being tried, miss, try to keep up." The pegasus rolled her eyes. "See, if you were able to actually tell when someone did something wrong, you'd sense it on me, wouldn't you?" She turned. "I mean, hypothetically. The very first thing I ever did, was betray those I was meant to protect for my own benefit."

"What?" The Erinyes asked.

"Just follow along." The Valeyard requested. "More than that. I was dragged into wars, the Time Wars. By people who thought I was someone else. Someone who could save them. Instead, I ended up killing them all." She added, with a little laugh. "I stole from one, my freedom. And when I was done with that, I decided to fight, to kill, to destroy with 'righteous cause.' Billions, and billions of lives erased, by me. I've destroyed entire timelines and possibilities. Reshaped the cosmos, to win one more day." She then smirked. "And you're still focusing on her?"

"You're lying." The Erinyes replied. "I would sense it."

The Valeyard stepped nearer, and replied. "Not if everyone who ever knew what I'd done, was dead." She let out a cold breath, against the Erinyes. "Because your power isn't punishing the wicked. It's torturing those perceived to be wicked." She added, stepping past. "You're the walking definition of mob justice." She added. "Which is why I suggested you're meant to confirm. To double check. So, why didn't you even bother to try, with Suri?"

"What would be the point for someone so clearly guilty?" The Erinyes demanded, stomping. "And you, if you are a creature so heinous. You have no right to judge me, and I cannot permit you to continue your existence."

"So you're admitting your verdicts are flawed, and that you've acted outside your jurisdiction?" The Valeyard inquired. "That you are are actively flaunting the rules, and refusing to perform your duties properly? Condemning potentially innocent souls, in your reckless vigilantism?"

"And what of it?" The Erinyes replied.

The Valeyards eye twitched, and she stepped over to the sonic. "Well then, the prosecution rests."

The Erinyes began to move, starting towards The Valeyard, before suddenly gasping. A song, different than her own flowed within the room. Piercing it from a place unseen, the fiery orchestra unheard by her. But not by the Valeyard.

The Erinyes took a step, and staggered. Feeling off. She looked at her wings, watching as they began to fade.

"What did...what did you do?" The Erinyes asked in alarm.

"I'm weak, and clever, and I-" The Valeyard waggled her sonic. "Put you on speaker phone. Guess the judge agreed with me." She laughed a soft, sadistic laugh. "My perception of your guilt, and our testimonies of your failures... since it's based on perception, well, why don't you be clever and guess what that means?"

"No...no. You can't...you're a monster!" The Erinyes roared, struggling towards her. "I know you are!"

"You've admitted your perception is flawed. No court would accept your claims. But-" The Valeyard shrugged, the Erinyes fading into dust, as it reached her. "I am so glad you said no to my offer...you should never have touched her."

With the verdict complete, she adjusted her vortex manipulator, hitting the button as it transported her back to the Tardis. She stepped over to the console, and began making a couple little adjustments. Waiting until she heard an affirmative ting, before throwing the last switch. Tracking the signal of the spare Tardis Key.

Once it stopped, she opened the door, and found a small flowing pocket of space. Suri stationary in the center, by the door. Reaching out, she took the mare, and pulled her inside, the door slamming shut behind them.

Episode 2 - Epilogue

1003 ALB

Time had taught Suri that attempting to get restful sleep in Manehattan was a fools errand.

The city was disastrously noisy, and there was always so much going on. All without any means to muffle it. Dreams and respite denied due to discomforts, rude awakenings, and various sounds from noisy individuals.

It made it all the stranger to awaken feeling so strangely well rested. Suri let out a long yawn, stretching out. Her head bumping into something at her side. Turning where she laid, her eyes came to rest on The Professor. The enigmatic blue mare sitting, eyes closed but upright.

With this, came a trickle, and then a wave of recollection. The experiences and memories of all that had just transpired coming back to her. It reminded Suri that she hadn't actually fallen asleep.

Rather, something-no someone had knocked her out. Which wasn't the most positive source of sleep. Especially when she recalled the face of the entity, that being the impossible rude pegasus. The same one to knock The Professor off the roof, and the same one to harass her.

The hostile pegasus had taken her somewhere. The exact location, and the memory of it hazy, blurry enough to be impossible to recall. But the feeling of the place was retained. The sense of nothingness, of absence, both of consciousness and any presence around her. It stained her memory, like a fixed blur, bitter on the tongue, unpleasant in taste.

"You went and...saved me didn't you?" Suri spoke aloud her conclusion.

"You're awake." The Professsor managed a smile. "I'm...very glad. And...don't worry about that. Here-" She offered a hoof. "I want to show you something. It's...well, it may be a lot, but I think you can handle it. Hopefully."

"That's vague as hell." Suri muttered, making an effort to sit up, assisted. "So...what's up?" She felt the breeze. "Uhm, where are we?"

"The roof of an office building." The Professor told her. "It's across the street from where we first met."

It took a moment for Suri to confirm the location. It was indeed on the roof of some building, with the strange red box parked nearby. Initially, she had little idea how it got there, before recalling it was magic. Her mind still a touch hazy to recall every detail about it.

"Why're we here?" Suri pondered aloud. "Can't be nostalgic already."

"Well, you see-" The Professor wore a smug little grin. "You had trouble believing it was a time machine. So, we're a few months in the past. And if you look right there-" She pointed. "that's us. Meeting for the first time."

Doing as requested, Suri looked out and across the street. Resting her forelegs on the raised edge of the rooftop while doing so. Processing the sight took a moment for her, trying to determine exactly what she was witnessing. But once she had it hit her senses pretty hard.

She was actively watching herself, or a version of herself interacting with that same nasty pegasus that had abducted her, and nearly killed The Professor. Watching the malicious being taking off, spotting The Professor starting over as she did so. Their meeting beginning to play out as it had before, this time under the watchful eye of the pair.

The pair remained fairly silent as this went, Suri watching things play out, and The Professor watching her. A slight expectant smile, on the time-lady's face. Before Suri turned, wearing a curious expression.

Suri took a deep breath. "We're in the past."

"Yup." The Professor replied.

"Like we traveled to it. Went to it. We're here now, then, now..." Suri hesitated. "both...we're both."

"We're in our shared past. But our present moment." The Professor told her. "Which, as an aside, we can't interact with our past selves. Can't personally change things we've done, as that would create a paradox, and those can destroy everything. Trust me on that."

Suri tapped the ground. "So, I guess...immediately, uhm, how?" She heard The Professor snicker. "No, seriously. I don't think even the best unicorn mages can do...this."

"I'd hope not." The Professor snickered some, before noting. "Time Travel is best left in the hands of professionals, like myself."

"What makes you a professional?" Suri inquired.

"A lot of experience. Also I'm a Time Lady, part of the broader Time-Lords." The Professor told her. "Technically it's largely pointless to make the distinction, but I like to."

"Time Lord?" Suri inquired. "What is that?"

"It's the name of an alien species from an alternate universe." The Professor told her, with a little smile. "Evidently your universe doesn't 'naturally' have them. Funny that."

"You're an alien?" Suri asked.

"From an alternate reality, yes. And moreover, I can prove it too." The Professor turned, and tapped her chest. "Two hearts. Even in this body. Go on, listen."

Suri leaned her ear against The Professors chest, and listened. It took her a moment, but she was able to hear that it was off. It was an odd sound, a bit like the beating of a drum. Tap tap tap tap.

"Two hearts...right?" Suri asked, getting a nod. "Okay...okay. Just wanted to double check before I said...you're throwing a lot at me right now. And I think I'm handling it pretty well."

"You're doing remarkable actually." The Professor told her. "I half expected you to pass out."

"See, I thought about it. Sounded awful." Suri nodded slowly, asking. "So, you-we...we traveled through time. How...how did you do that?"

"You remember when you showed up, walked inside that red box behind us and said-" The Professor began.

"It's bigger on the inside." Suri recalled, noticing a satisfied look. "What was that about?"

"N-nothing, it's just...I like that. That uhm, bit there. When people say it." The Professor told her.

"You're a little crazy, you know that?" Suri asked her.

"I do my very best to be. Annnywho, as I told you before, that's The Tardis. My Tardis." The Professor gestured. "The name stands for Time, and Relative Dimension in Space. Tardis for short." She sighed contently. "Her name is Lovely, and she is capable of moving through space, and time."

"I...vaguely recall something about you...okay." Suri shook it off, and refocused herself. "More important question. So...when you were inviting me to travel with you. You were inviting me to like, travel with you through uh..."

She glanced back to where her past self was sitting, going through the usual day. The concept of the offer was, surprisingly vast. The pink mare noting the necklace she was still wearing. The one with the key on it.

The Professor took a breath. "Suri Polomare. All of Time, and Space. Everything that ever is, or was. Anywhere." She began. "The most distant galaxy, to the next planet from your own. The first moments of existence, and the dawn of the first suns. To the end of time itself." She said. "Where do you wanna go?"

"I could have hired you for marketing." Suri admitted, hesitating. "First...I guess. What happened here...with all this?"

"Do you recall that pegasus that stole your headband?" The Professor inquired, getting a little nod. "Well, she wasn't actually a pegasus. She was something called an Erinyes." She explained. "Like a fury, or...it doesn't matter. What does, is that she was targeting you." She said. "Evidently there are those out there with unsavory opinions of you, and a desire to see you..."

"Hurt?" Suri guessed.

"Yes." The Professor replied. "That vengeful opinion, and their shared sense that you are 'guilty' and thus deserve some form of punishment, drew the Erinyes here. They're creatures of vengeance, who act a bit like beat cops. Heading out on patrol, looking for something going on." She explained. "This one strayed from her normal jurisdiction, to target you."

"So...I don't understand." Suri admitted. "She was...some cultish...vigilante nutjob?" She then asked. "Was she an alien too?"

"Surprisingly no." The Professor responded. "Clearly has knowledge of them however. So that was moderately useful."

Suri added. "I'm guessing she didn't know I'd...lost my studio, my contracts, my deals, my home, and...the ability to compete or anything really, right?"

"No, she knew. Possibly made it happen." The Professor told her. "The thing is, she was acting more like a torturer, than some mere vigilante." This prompted a raised brow. "Suri, she was sabotaging your life for some time. I don't know for how long. But I know she was spreading rumors, actively ruining opportunities for you. Stalling your progress. All in some perverse vengeful 'justice' as she saw it."

Suri added. "So...everything that happened...that was...because of her?"

"I don't know." The Professor admitted. "But a lot of it, probably. Also, the reason she finally came out of the shadows, is because you entered The Tardis. She no doubt sensed it could be some method of escape from this 'punishment' she'd devised."

Suri took a moment to respond, visibly considering all this.. "So, she figure out that if I went with you, I could leave. And she didn't want me too. Because she's a bucking bitch. Which led her to snatch me up, to prevent you from stopping her, from stopping me?"

"That would be accurate, yes." The Professor replied.

"That sounds like, very confusing, admittedly." Suri admitted.

"Time travel, it uh...can be a headache sometimes." The Professor admitted.

Suri asked. "So, is this what you do?" The Professor tilted her head. "Travel about, and like...battle evil?" She smiled some. "Like one of those comic book heroes?"

"No, no, nothing like that. I'm just a traveler." The Professor told her. "But, I saw that she was preying on you, and went to do something about it." She then added. "And now, you won't have to worry about her ever coming to darken your doorstep again."

"Why, what did you do?" Suri asked her.

The Professor replied. "It's...complicated."

"Uncomplicate it." Suri ordered.

The Time-Lady seemed to consider this, and straightened herself up some. Wording things was always important. It was something she tried to remind herself, often.

"I visited one of the local museums, learned a bit about Equestrian Mythology." The Professor began. "It gave me an idea what she was, and what I could do to resolve this. I then gathered evidence from our conversations, and made a...quick zip over to my ex-partners place." She looked mildly flustered about this. "We talked, had tea, I asked about these things, confirmed my suspicions, and then went to play the role of The Valeyard for this case."

"Ex-Partner?" Suri asked.

"Yes. They were...very happy to see me." The Professor looked bothered by that. "I'm not quite used to that reception. But it's a nice chance of pace to get along after a breakup."

"I would consider that a good thing. Beats the alternative, right?" Suri suggested.

"Oh, you have no idea how bad it can get." The Professor snickered. "Well, maybe you do. I don't know."

"So, what's a Valeyard?" Suri inquired.

"Educated Prosecutor. It's a word from my home planet." The Professor half-explained. "It's...a name."

"Honestly, that sounds brilliant." Suri told her.

"Hmm, what does?" The Time-Lady asked.

"Valeyard. I've never heard it before. It sounds fancy, very unique." Suri observed, adding. "What stopped you from picking it before?"

"A mixture of spite, and a desire to be something I...don't know that I can ever be." The Professor admitted, adding. "It's complicated."

"Gotcha, I'll drop it. No worries." Suri assured. "That said, you wanna answer my question now?"

"I got her fired." The Professor replied with a shrug. "Removed from her 'position' in life."

Suri let out a hesitant breath. "That sounds like...you killed her." The Time-Lady was silent. "Is that a yes?"

The Professor turned to her. "Wasn't like she left me much of a choice. For a variety of reasons." She added. "I was a little low on time, lower on options. But, I offered her a chance to stop...to let you go, to end this-" She gave a half-motion. "demented little game of hers, and she wouldn't. Instead, she wished to kill me, and continue torturing you. Couldn't really let the latter happen, now could I?"

Suri seeming to shift how she was sitting. "What makes mine worth more?"

"The Erinyes tormented you. She didn't know you. Didn't know anything about you. Didn't know if you were guilty of anything. She just presumed you were." The Time-Lady replied. "I've been prosecuted for existing, and prosecuted others for it too. And she would have continued, with glee, and joy, at every little moment of your suffering." She added. "Besides, her death wasn't up to me. It was up to her boss. I just presented the evidence of her wrongdoing."

"You say that very coldly, Professor." Suri noted with concern.

"Travel can be dangerous, it can be brilliant too." The Professor replied. "There are wonders beyond imagination. Amazing, calming, and serene beyond expression."

"So can the city. But it can also have like, fatal things. Terrifying things, and monsters. Threats most nightmares couldn't conceive." Suri guessed, playing over everything. "And sometimes...it forces you to make decisions, just to survive."

The Professor said. "If you don't wish to anymore, I'd understand. I won't press, and I-"

She felt a soft bop on her nose. Her counterpart simply giving her a look. Something a bit amused, and a bit reassuring.

"I didn't say no." Suri responded, adding. "You said this thing...is like a flying machine too, right?"

"That would be accurate, yes." The Professor responded, with a little smile on her face.

"Good. Then...would you mind taking me home, for a little bit?" Suri requested of her. "To ponyville. I just want to do something."

"I can do that." The Professor hopped up, with a little skip to her step, heading over to open the Tardis. "Shall we?"

"Look at you, hopping around like a rabbit." Suri caught her attention, smirking. "If I didn't know better, I'd say you were excited."

"Eh-heh...welllll, I mean, It's nice to have uh...company." The Professor reasoned, adding. "Besides, I just...wanted to get the door for you, is all."

"Down girl." Suri responded to that.

She started forward, and into The Tardis. The Professor closing the door behind her, before heading up the console. Beginning to get things sorted out.

"Surprisingly, not the first person to tell me that recently. Much different context, however." The Professor admitted, spinning a wheel of sometimes.

Suri rolled her eyes. "Let me guess, it was something about having dropped a coin, or something?"

The Professor glanced over to her. "Actually, I dropped my sonic screwdriver. Good guess though." She threw the last lever. "And, we're off."

"W-wait, just like...now?" Suri asked in mild alarm.

The room making a great whirring, and whooshing sound through the air. Suri wasn't 'quite' certain, but she felt like the act of flying or traveling would be turbulent. And yet a following sound, like a 'bwoorm' echoed.

"And we're here." The Professor smirked, while stepping past her.

"In Ponyville?" Suri inquired. "But that was...only a couple moments?"

"Time, and Space." The Professor said, opening the door. "Come on, take a look."

The doors opened to a place that Suri knew. She stepped out, and got a look at the town she had grown up in. At the quainter buildings, and the far more relaxed atmosphere.

The quiet of the space, in contrast to the city was a touch overwhelming to her senses. The mare shaking it off, fairly literally. Composing herself.

"Alright...I just...one thing, and I'll be right back." Suri said.

"I'll be here." The Professor replied with a little smile.

Suri replied. "You'd better."

With that, she started off, and wandered around town for a moment. Venturing down the streets, past people she had once known. A couple taking notice of her, and her disheveled state. Her attention eventually coming to fall on someone, a smirk on her face. Stepping over to the pale coated mare, with purple hair, she gave a little wave.

"Well, hello miss Rarity." Suri greeted.

"Hmm, good mo-" Rarity paused, and noted her. "Suri. Well, it's been some time, darling. My, you're in quite an unfortunate state."

"Yeah, well, I just wanted to say something." Suri composed herself for a moment and said. "You're not from Canterlot. So, your stupid accent is as fake as the one I was using. But you're a pretentious bitch, so it works. Have a good day."

This earned a few gasps from those nearby, Suri laughing a little bit while hurrying back to the Tardis. Finding The Professor stlill waiting there. Raising a brow as she approached.

"Do what you wanted to do?" The Professor asked.

"Absolutely." Suri replied, asking. "So..where too now?"

"All of space and time. Anything that is, was, or may have been. Where do you wanna start?" The Professor asked.

Her companion responding. "Let's find out."

The doors closing as they headed inside. The machine making its usual whirring noise for a moment. Fading away, and out of sight, leaving the space empty where they had once been.

Episode 3 - Prologue

The Tardis traveled off, its newest inhabitant bearing a mind racing with possibilities, and prospects.

A bit of wondering about the limitations, about the exact nature of what it might be like. What it might feel like? What might be encountered?

She was surprised then, when the ship was put into a resting state, as if it had landed. The Professor wearing a distinctly smug expression upon doing so. Beckoning her to follow, while heading over towards the door. Suri pondering if they had already landed somewhere. Where they had landed.

She imagined a city of a size she couldn't comprehend. Of a nature she struggled to grasp. Yet, as the doors opened, her expectations weren't met. Instead, some part of her mind that she didn't know was there, was left dumbstruck.

Instead of being a place like a city, or a location, she was left staring out at a sphere. A mass of lands, and clouds, with forests and oceans. Darkness around it, mingling in with starlight. Countless colors and hues in the backdrop of this place the grand sphere was suspended, spinning ever so slowly.

"What...is this?" Suri inquired.

"That Suri, is your planet. Your world." The Professor told her, taking a seat. "I got a good look at it awhile ago and thought, blimey, that's gorgeous. Maybe you'd like to see it, and now, here we are. Consider it further proof for the 'space' part of time and space, if you'd like."

Suri was silent for a moment, processing it. This was...her planet. The world. Everything. And the door was open, looking out at it.

She suddenly wondered. "W-wait, isn't...space like totally empty or something?"

"It's a vacuum, devoid of most anything, and yet filled with everything, ironically enough. It's also a fairly terrible way to die, despite how media often portrays it." The Professor commented, before adding. "Before you ask, Lovely, The Tardis, she generates a field of breathable air around us. Adds a bit of pressure, and presence. Essentially turns herself into a miniature planet to keep us safe. So, long as you don't go diving out without a harness, or a suit, you're completely safe."

As The Professor had been talking, Suri slowly came to sit down. She wasn't completely certain how to respond to it. She gave herself time to stare down at the world she'd once known. Processing the sight of it, the size of it. Realizing, honestly, and completely, for the first time...how infinitely small she had been. How small everyone was.

Every city, every monument. Every grand structure she had ever seen, or heard about. They couldn't even be witnessed from up here. It was as if, they didn't exist. She struggled with the idea that even the gods weren't visible, at least, not in a physical state beyond the sun and moon, and stars.

"Wow. I mean...okay." Suri gave a nod. "Heh, I uh, expected space. No I...I thought I expected space. B-but it uh...that's a weird feeling in my gut."

"It can be a little much the first time." The Professor told her, seated beside her. "That's why I figured I'd be gentle."

"Oh...shut up." Suri snickered.

"What?" The Professor asked. "I mean, I think it's good to ease into these things. You don't want to overstimulate someone on their first go. That'd be a terrible experience."

The raw existential dread faded some. As Suri turned to face her counterpart. Squinting at the blue mare.

"Seriously...do you not realize how you sound sometimes?" She asked.

"I think British. Maybe Scottish." The Professor added. "I'd ask, but I doubt they exist here." She pondered. "Oh, maybe I'm Irish...na, I don't think I am. I'd like to be Irish though. Never been Irish before. I bet it'd piss off my past lives...or they'd try to steal a piece of it."

"I'm in a box...floating in space, with a crazy alien." Suri snickered, smiling some. "That's...just a wild sentence."

"So am I, if you think about it." The Professor replied with a playful smile.

"What are you, exactly?" Suri asked her.

"Didn't I cover this?" The Professor asked.

"Yeah, I mean, time lord, alien, alternate reality...apparently?" Suri was having some trouble with that one still. "And yet, it somehow feels vague. Like...where are you from? What does 'Time Lord' even mean, really?"

"Welll, I'm from a planet called Gallifrey. It's not exactly around here." The Professor told her. "It was a brilliant little gem of a planet on the edge of my own universe, once. Thriving civilization, close to the vortex, so it had a 'lovely view' heh."

Suri pondered. "That's...so, there are seriously other like...realities?"

"Sure. Once upon a time, they used to be quite easy to travel to." The Professor responded. "Admittedly, I'd never seen this one before. And, only really got here due to...an incident. Not quite intentional."

"Okay." Suri managed to muster. "Just give me a moment. I'm...trying to really let it sink in." The blue mare smiled. "Enjoying my reaction?"

"It is a bit amusing to me. But, I mean, it could be a little more enthused." The Professor replied.

"Is that right?" Suri laughed some. "Maybe that's because you're going so 'gentle' hmm?"

"It's alright, nobody ever gets it completely correct." The Professor told her, adding. "Then again, we're all biased to our own way of doing things."

Suri hummed. "Well, what's correct look like then?"

"You want me to run through the whole thing?" The Professor asked.

"If you can." Suri replied, adding. "Give me an opportunity to watch this time."

"Well...okay." The Professor got up, and cleared her throat. "Here, goo stand by the console. The big central thing there, with the wobbly bits. You're going to be playing me for a minute."

Suri got up, and started over. "I don't know if I can ramble enough to make that happen."

"Nobodies perfect." The Professor responded. "But you could make a passing imitation if you reallly tried."

Suri couldn't help but smirk, heading over to the console. "Hello, my stalwart compatriot. Here, I have whisked you away to my magic space box. Which also moves through time." She declared, mimicking her accent. "I'm quite proud of it, and my many long ramblings. Considering the nature of birds, and screwdrivers, and evil spirits. In fact, I'll bring these things up in most conversations. Now, behold, and be awed, by the magnificence."

The Professor took a moment, and closed the doors, pretending to turn around. Her expression one of fear, and awe. As she stepped, and looked around.

"By the goddess!" She declared loudly. "Is it bigger?" She asked, turning and looking around. "On the inside?" She stepped, and leaned against the wall some, covering her mouth in 'awe.' "Than it is...on the outside?"

Suri snickered. "Really, hadn't noticed?"

"My entire understanding of physical space has..." The Professor started to walk through, looking up and around. "has been transformed!" She said with a wave of the hoof. "Three dimensional Euclidian Geometry has been, torn up, thrown in the air, and snogged to death." She stepped near the console. "My grasp, of the universal constants of physical reality, has been changed..." She drew near to Suri, and ended with. "forever."

Suri stifled a laugh. "That's how you want someone to respond to this?"

"Every time." The Professor responded.

Suri nodded, and stepped over to the door. The Professor watching, curiously. The pink mare opened the doors, and then closed the doors. Turning, she gasped.

"It's...it's...smaller on the outside." Suri said, strolling back up.

"That is just...cruel and unusual punishment." The Professor said, the other mare stepping up, and tapping her on the nose. "Clever though."

"Thank you." Suri replied, before asking. "So. Space and Time...where are we going?"

"Well, considering this is your first outing, I thought I'd leave it to your discretion. Past, present, future. Space, your version of Earth?" The Professor offered a little shrug. "Up to you if you want to decide. Or, I could."

Suri considered it for a moment, and said. "You know what I really wanna see?"

"Lay it on me slick." The Professor replied, before adding. "Ooh that was...terrible, hated that. Never doing that again."

"I wouldn't recommend it." Suri stifled a chuckle. "But uh, what I wanna see is the city of tomorrow." She made a waving gesture. "L-like the uh...poster I had."

"Future city hmm?" The Professor began to adjust some things on the console. "What do you think, Lovely, anywhere of interest?" The Tardis made a little churn. "Oh that sounds fascinating."

"Wait so we're going to a future city, like really?" Suri inquired, seeming moderately excited. "What's fashion like in the future?" She asked. "Is it all like, big hats, big jackets, that kind of thing?"

"I'm not entirely certain." The Professor admitted. "I haven't exactly been to the Equestrian future. Future in space, certainly, but this'll be a new one for me." She saw the hopeful expression, and snickered softly. "Alright. We're going to do a little scan, find somewhere that seems...safe to visit. Something interesting."

"Awesome. I need to...take a shower." Suri looked around, and asked. "So uh...where would that be?"

"That's correct, I never showed you that. No worries. Come along." The Professor motioned. "There are also baths if those are more your style."

"I mean, do I have time for a bath?" Suri inquired.

"Suri. This is a time machine." The Professor reminded her.

"Y-yeah well...you know what I meant." Suri let out a little huff.

The two headed off to prepare for their trip. The Tardis displaying the period of time as safe to travel to, the screen briefly flickering, showing it as 'extremely dangerous' and back to safe again.