Doctor Who, My Little Pony 1. Prologue: A Painting of Questions

Author's Note: I now present the 16th episode in the tale of Doctor Whooves! Enjoy!

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Doctor Whooves: Episode 16

A Country at War

Prologue: A Painting of Questions

_**Home of Twilight Sparkle, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Spike sat comfortably in front of the fireplace as he examined the book before him. It was a simple history book that had arrived for Twilight nearly a week earlier, but Spike had only remembered to give it to her just after she had headed off in the TARDIS with the Doctor and Derpy. Now it had been almost a week since her departure and Spike decided to sit down and read the book for himself. It wasn't anything spectacular. Just another book about Equestrian history. However, Spike took note of how it was a recent edition; which meant that it probably had a few things in it that weren't seen in previous history books. He was currently reading about the early years of Celestia's solo reign when there was a knock at the door.

"Who is it?" Spike called.

"Applejack!" called back a familiar voice.

"It's unlocked!" The door opened and in walked Applejack. She politely kicked the snow from her hooves upon entering the abode. Spike placed the book aside and stood up to greet his friend. "Hey, Applejack. What's going on?"

"Oh, nothing much. I've just been a bit busy down at the farm."

"With what? Equestria's covered in a blanket of snow."

"I'm talking about the livestock! I sure hope you don't think my farm is _just_ about apples!"

"I don't think it's wrong for me to think that since that's all I tend to hear about when somepony mentions your farm."

"Whatever. Anyway, have you heard anything?"

"No."

"Well, shoot. They've been gone for nearly a week."

"Who knows how long they've been gone from their end of things."

"Or when they'll get back. You know how the TARDIS has the tendency to screw up."

"Don't remind me. I have enough to think about as it is. Hearth's Warming Eve is just two days away. It wouldn't feel the same without Twilight being there."

"I'm sure she, the Doctor, and Derpy will be home soon. Whatever trouble they get in, they'll be able to get themselves out of it as long as they stick together."

"You're right." Spike let out a chuckle and began moving back towards the fire. Applejack stepped forward and examined the book he had been reading previously.

"That looks new," Applejack stated.

"It is," Spike replied. "It arrived about a week ago. Twilight ordered it. I would have given it to her but she left before I got the chance."

"And you're reading it? Huh. I didn't take you as one to get excited in history, Spike."

"Let's just say that I've recently taken a slight interest in it due to...odd circumstances." Spike looked back at the book. His attention was quickly drawn to something in the book: a picture of an old painting. "That's odd."

"What is?" Applejack asked. Spike presented the book to Applejack and pointed at the picture of the painting.

"That," he stated. Applejack took the book in her hooves and examined the picture. It took her a moment but she quickly realized what Spike was talking about.

"Those ponies look just like-"

"Exactly."

"And is that the TA-"

"It looks like it."

"And is _that_ Princess C-"

"From what I can tell, yeah."

"This must have been recently discovered. I don't remember Twilight ever showing me a painting like this."

"Twilight's showed you old paintings?"

"We took a trip to Canterlot once and we somehow ended up in a museum." Applejack's eyes were quickly drawn to two, particular objects in the painting. "Hold it right there...is it just me or does that thing right there look like a human?"

"I think it _is_ a human."

"Now...why is there a human in an old painting from our universe?" Applejack asked.

"Here's another question. Why are there changelings in that picture as well?" Spike asked in reply.


	2. Right Place, Bad Timing

Chapter 1: Right Place, Bad Timing

_**The Great Plains, Indian Territory, America, Earth, Autumn, 1847 A.D.**_

"Don't you _dare_ say anything!" snapped the Doctor as he ran through the open prairie with Donna running alongside him and a team of angry Comanche warriors coming up behind him. The TARDIS was just a few more yards ahead of them. Twilight and Derpy were already inside.

"I _told_ you so!" snapped Donna as she ran.

"What did I just say?!" A spear flew past the Doctor's ear as he and Donna neared the blue box.

"Come on!" cried Derpy. "You're almost there!" The Doctor and Donna gave one last push of energy as they ran forward and through the TARDIS doors. Twilight and Derpy quickly shut and locked the doors as the angry warriors approached.

"Could you kindly get us out of here, Doctor?" Twilight asked.

"It would be my pleasure, Ms. Sparkle!" the Doctor said as he pranced over to the main console. Donna was bent over and breathing heavily now.

"_It'll be fun_ you said! _There's nothing to worry about_ you said! _I promise that there will be no conflict this time _you said!" Donna snapped.

"Well, excuse me, but I did not plan on running across a tribe of Comanche Indians."

"Well you probably should have _thought_ about that before taking us to the middle of North America in the 19th century!"

"Have I said that I'm glad to have you back aboard, Donna?"

"A few times, perhaps."

"Then let me say it again. I'm glad that you're back aboard! There, does that make you feel better?"

"A bit. You still owe me though." A series of shouts and bangs reverberated through the TARDIS doors.

"I think we should get out of here," Derpy suggested.

"Right," said the Doctor as he pulled down the nearest lever. The TARDIS gave off its signature sound and the shouts and bangs fell away. "And...there we go! We're now safely drifting in the Time Vortex!" He turned his attention to Twilight, Derpy, and Donna. "So...where to now?"

"Somewhere relaxing would be nice," said Donna as she leaned against the console. "I mean, these past few trips have been fun but they've almost always ended with somebody chasing us."

"It certainly seems that we've done a bit more running than usual," Derpy said as she stretched her legs and wings.

"Rome, Las Vegas, Hong Kong, Mars, the Festival of Offerings...we've certainly been all over the place since you joined us, Donna," said the Doctor.

"What about Equestria?" Twilight asked suddenly?

"Equestria?" Derpy asked.

"Yeah! Donna's never seen our dimension. And it's almost Hearth's Warming Eve back home. What's more relaxing than a nice winter holiday?"

"Thank you, Twilight!" said the Doctor as he approached Donna. "So? What do you say?"

"A universe where _those two_ come from should be interesting to see. I've been wondering about it for a while now. Sure! Why not?!" Donna replied with a grin. The Doctor smiled with glee as he ran over to the controls.

_**Silent Forest, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Twilight and Donna made their way over to the doors as soon as the TARDIS came to a halt. Twilight opened the doors and beckoned her outside.

"Welcome to Ponyville!" Twilight said gleefully. Donna took a few steps out of the TARDIS and stopped.

"Where's the town?" she asked. The Doctor's ears perked up. He, Derpy, and Twilight rushed through the doors. Upon exiting the TARDIS they found that they were not in Ponyville but were instead in a simple, quiet forest.

"This isn't Ponyville," said Derpy.

"Well this is definitely Equestria," the Doctor stated. "I've checked everything. We're in your universe."

"You just got the location off a bit."

"Probably."

"What about the time?" Twilight asked.

"Does anyone else smell that?" Donna asked suddenly.

"Smell what?" asked Derpy. Donna took another sniff.

"It smells like...ash." The Doctor, Twilight, and Derpy proceeded to sniff the air as well. They could smell it too; the thick, bitter scent of fresh ash.

"A fire must have taken place somewhere near here," Twilight deduced.

"If that were the case...then where's the smoke and the actual ash?" asked the Doctor. The group examined the area around them. Nothing appeared to be burnt and yet the scent of ash was so strong that it was almost as if they were standing in the middle of the remnants of a large bonfire.

"This doesn't feel right," said Donna. As if on cue, everypony and everybody in the group looked up towards the limbs of the trees. "Oh. My. God!" Hanging from the high limbs of the trees were the burnt and mutilated cadavers of ponies. Derpy let out a frightened scream and Twilight nearly lost her lunch.

"This _certainly_ isn't Ponyville!" Twilight gagged.

"Who would do something like this?!" asked a shocked Derpy.

"I don't know...but I think it would be wise for us to make our way back into the TARDIS," the Doctor calmly suggested. As they quickly turned back towards the TARDIS, the doors of the blue box proceeded to slam shut and lock. "Oh no. No, no, no, no, no! Not now!" The Doctor ran forward and tried to open the TARDIS doors with his key. The doors refused to open. "Why now?!"

"What's going on? Why isn't it letting us in?!" asked Derpy.

"Well...my guess is that the TARDIS wants us to be in this exact place and time for some reason."

"Why does that not make me feel better?" Twilight asked.

"It shouldn't. It means that something's about to-" Donna suddenly let out a loud _shh _and ducked down.

"Quiet! Something's in the trees!" Twilight looked to see several, shadowy figures moving amongst the trunks of the trees. She proceeded to duck.

"I see them too!" Twilight whispered. The Doctor and Derpy quickly joined Donna and Twilight on the ground.

For a moment or two, the group lay on the ground and listened to the figures walking through the forest. They sounded tired and beaten as they let out a lot of heavy breaths and grunts. Their steps were heavy and the sound of heavy armor clanging rang through the air. Derpy couldn't stop looking up at the burnt corpses hanging from the trees. She couldn't stop thinking about why anypony would have gone out of their way to do such a crime.

"We'll catch those damn Equestrians by surprise," hissed one of the figures. Its voice sounded hoarse, wheezily, and almost insect-like.

"Is this truly a smart idea?" asked another one of the figures. "We need time to recover from the last fight."

"Shut it, weakling! If we succeed, the Queen will give us enough honors to last a lifetime!" snapped another one of the figures. Just then, the sound of crunching leaves emanated from another area in the trees. The figures came to a halt. "What was that?!"

"Prepare yourselves," ordered the first voice. The sound of weapons being drawn could be heard. The Doctor pulled out his Sonic Screwdriver. Twilight, Derpy, and Donna held their breaths. For a moment, everything was silent again. Then, without warning, an arrow soared through the air and smashed right into the neck of one of the figures.

"ATTACK!" screamed a deep, commanding voice. The Doctor and his companions watched as a massive group of armored stallions burst from the trees and charged for the dark figures. The dark figures charged for the stallions. Within seconds, a violent battle was waging right before them. A burning arrow soared through the air and landed a few inches from where Twilight was lying.

"Move!" ordered the Doctor.

"What about the TARDIS?!" asked Derpy. The Doctor aimed the Screwdriver at the TARDIS and the blue box proceeded to disappear.

"I've just put it one second out of sync. Now come on!" Donna, Derpy, and Twilight jumped up from the ground and ran into the trees away from the battle.

"What the hell is happening?!" asked Donna.

"There must be a war going on," deduced Twilight. "We must be well into the past! There hasn't been a war in Equestria for centuries!"

"Let's try to find a way out of this forest!" said the Doctor. "Derpy, could you fly up and see how far we are from the edge of this forest?" Derpy nodded, spread her wings, and took off. She flew through the limbs and leaves of the trees until she broke through the canopy. She was happy to see that she and the others weren't far from the edge of the forest. What she saw at the edge of the forest, however, frightened her. A large, burning plain seemed to stretch out into infinity. The plain was covered in arrows, armor, ash, craters, and...the bodies of ponies and changelings. A massive army camp was situated at one side of the plain. A mountain rose from the very edge of the plain and a familiar city was situated on said mountain.

"Canterlot?" Derpy asked herself. It definitely was Canterlot on the mountain but it looked different. It looked somewhat smaller and had a more warlike feel to it. Derpy's attention was then drawn to the plain again. "Changelings? What the hay are changelings-"

"There's another one!" hissed an angry voice. Derpy turned to see a group of changeling soldiers flying towards her. Derpy yelped before ducking back into the trees. She flew back down to where the Doctor, Twilight, and Donna were waiting.

"Well?" asked Donna.

"We don't have far to go but...uh...it's not pretty," Derpy replied.

"I don't like the sound of that," said Twilight.

"But we need to keep moving! There's a group of change-" Derpy felt something hard smash into her and knock her to the ground. The Doctor, Twilight, and Donna jumped as a group of changelings rained down upon them.

"Get the ponies!" hissed one of the changelings.

"Derpy!" cried Twilight. Twilight produced a magical shield that sent a few of the changelings back. Derpy was pinned to the ground by one of the changelings. The changeling lifted her up and proceed to bind her legs together.

"You're coming with me, pony. I could use a prisoner of my own," chuckled the changeling.

"Oi! Put the pegasus down!" snapped Donna as she approached the changeling. The changeling tilted its head.

"And..._what_ are you?" Donna ran forward and proceeded to kick the changeling hard in the gut, sending him flying back into a nearby bush.

"I'm a human! Don't forget that!" Donna knelt down and began untying Derpy.

"Thanks," said Derpy.

"Don't mention it."

"Donna! Derpy!" cried Twilight. Donna turned just in time to get knocked over by three changelings. The Doctor and Twilight tried to help their friends but they found their path blocked by an increasing number of changelings. Twilight tried to blast her way through the changelings but a few of them could perform some magic of their own and created shields to deflect her attacks.

"Let go of us!" Donna ordered as she and Derpy were tied together.

"You're coming with us," said one of the changeling soldiers as he examined Donna closely. "I don't know what you are...but I'm sure our queen will take an interest in you."

"Donna! Derpy!" cried the Doctor as he aimed his Screwdriver at the changelings. Some sparks flew off some of their armor but they managed to make a quick getaway into the trees with Derpy and Donna.

"No! Bring them back!" Twilight ordered. Twilight and the Doctor quickly found themselves surrounded by changelings.

"These two bore me," stated the obvious leader of the group. "Kill them."

"Any ideas?" Twilight whispered to the Doctor.

"Get past these changelings and rescue Donna and Derpy," the Doctor whispered back.

"And how are we to go about doing that?"

"Fight like hell." The changelings were beginning to gang up on them when a series of yells emanated through the air. The group of stallions that the Doctor and Twilight had seen earlier burst into the clearing and tackled the changelings. Two particularly strong stallions walked over to the Doctor and Twilight and began dragging them away.

"You need to come with us. We'll get you to safety," said one of the stallions.

"Our friends were taken by the changelings! We need to save them!" Twilight argued.

"There's still a chance for us to save your friends. Just thank Celestia that they weren't killed."

"Where are they being taken?" asked the Doctor.

"To the Changeling Cave, their main camp."

"And where are you taking _us_?"

"To Princess Celestia. She's been waiting for you for a while, Doctor. We all have."


	3. The Princess and the Queen

Chapter 2: The Princess and the Queen

_**Equestrian Camp, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The scents of sweat, blood, fire, metal, and wood moved through the air as the Doctor and Twilight were led through the camp of the Equestrian army. The camp was large, about half the size of modern day Ponyville, and was filled with yellow and white tents that flapped in the hot summer breezes. Twilight didn't like being in the camp. Every other pony she came across had some injury of sorts ranging from bad bruises to lost eyes and limbs. She felt her heart skip a beat as she came across a group of unicorns who had their horns nearly sawed off. Some were groaning in pain and were being tended to by nurse ponies.

"I'm glad we don't have wars in my time," Twilight whispered to the Doctor. "I don't think anypony back home would be able to stomach a lot of this."

"You're lucky. Back in my universe, there's always a war going on somewhere in the universe," the Doctor whispered back.

"Here we are," said the stallion soldier leading them. The Doctor and Twilight looked to see that they had been brought to a large, golden tent in the center of the camp. Equestrian flags hung from it. The stallion walked forward and stuck his head through the front curtains. A moment later, he brought his head back out. "You may enter. The Princess is ready for you."

"Thank you," said the Doctor as he led himself and Twilight into the tent.

The Doctor couldn't help but feel impressed as he entered the tent. The tent was much bigger on the inside than it was on the outside. On the inside, the tent was at least the size of a gymnasium.

"Looks like you ponies can pull the same tricks," the Doctor said with a chuckle.

"It's a very difficult spell to pull off, though," Twilight added.

"Forward," ordered a commanding voice. The Doctor and Twilight stepped forward. As they walked, they examined the objects inside the tent. The interior of the tent contained a massive war council table, several shelves of weapons and books, ingredients for potions, a massive bed, a kitchen area, a lounging area, and a large throne. The Doctor and Twilight approached the throne. Sitting in the throne was none other than Princess Celestia herself; however, Twilight couldn't help but note that she looked much different when compared to the Celestia that Twilight knew. Her eyes were dark and cold, her mane refused to magically flow and instead fell down like any other pony's mane, a pointed and golden war helmet was perched on top of her head, and she had an expression on her face that filled Twilight with an overwhelming sense of fear. Twilight couldn't believe what was happening. She was _scared_ of Princess Celestia! No, scratch that, she was _terrified_ of Princess Celestia! The Celestia sitting before the Doctor and Twilight looked she would snap somepony's neck just for talking with bad grammar. Celestia turned to the soldiers standing next to her throne. "Leave us." The soldiers nodded and quickly made their way out of the tent. Celestia then proceeded to glare at her visitors for a few, tense seconds. The Doctor proceeded to awkwardly clear his throat.

"Well, your majesty, this is certainly a new look for you. I've yet to come across you looking like this. It's an interesting change," the Doctor said, wondering whether she would take it as a compliment or an insult.

"Cut the smalltalk, Doctor. You certainly took your time getting here," Celestia snapped. The Doctor gulped. The Princess's voice was sharp and demanding. It had a tone that resembled that of a dictator. Celestia let out a long sigh before continuing to glare at the Doctor. "Do you know how long this war has been going on, Doctor?"

"I've only just arrived, your majesty. I was not even aware that a war was happening until my companion and I were led into your camp."

"Two years. Now, considering the normal length of wars, that isn't quite as long as one would expect. However, we are dealing with a dangerous and ruthless enemy. Perhaps you've seen some of my injured soldiers on your way to my tent."

"Yes. I did see them."

"Could you be a little bit more explicit about the dangers to come when you go to visit my past self in your future?"

"Hmm?"

"Nearly three years ago, I was talking a walk through the Silent Forest. You appeared there and approached me. You warned me of the events that were to come about and that you would be there to help me. However, you left a few details out. You didn't tell me what I was to be fighting against, you didn't tell me how long this conflict would last, and you didn't tell me how long I'd have to wait for you to show up."

"Your majesty...I-"

"Two years goes by much slower than you think, Doctor. _Especially_ when there's a war going on."

"You can't blame the Doctor for this!" Twilight snapped suddenly. Celestia stood up and Twilight instantly shrunk back. Celestia smiled and took a few steps forward.

"I don't believe we've met. What's your name, unicorn?"

"Twilight."

"Twilight...you're brave, Twilight. Nopony's snapped at me like that in a long time. I see potential in you." Twilight wasn't fond of this Celestia but she couldn't help but feel a bit happy about hearing those words come from Celestia's mouth. "Do not fear, Twilight, I do not hold any anger for the Doctor, despite my appearance. War does a lot to a pony. It makes them wish for more clues as to how to overthrow their enemies."

"I've never been particularly fond of wars," said the Doctor.

"Nopony is," said Celestia. "Nopony except for those changelings. A few years ago, changelings were nothing more than little tribes. Then they went and formed their little nation in the south and decided to come up here and invade us. I've spent the last two years trying to drive them back...but they just won't give up. They're relentless."

"Princess Celestia...two of our friends have been captured by the changelings," said Twilight. "We could really appreciate some-"

"In order to help your friends, you've got to help me end this war. There is simply no other option."

"But...what will happen to them in the meantime?"

"I cannot say, Twilight. Few who are taken by the changelings live long enough to recount their experiences to the rest of us."

_**Changeling Camp, South of the Silent Forest, Equestria, Gaia, Summer, 56 C.E.**_

Donna's heart raced as she and Derpy were led through the camp. The camp was located in the middle of a massive cave that had been blasted into a mountain next to the forest. Donna couldn't help but feel intimidated as all of the strange creatures stared at her.

"What are they?" Donna whispered to Derpy.

"Changelings. They're not really nice," Derpy replied.

"I can see that." Donna took another look at the changelings before looking back at Derpy. "What I _can't_ see is why they all look like walking slabs of Swiss cheese."

"Silence!" snapped the changeling leading Donna and Derpy. They came to a sudden halt and the changeling pushed Derpy and Donna to the ground. "Bow to the future Queen of the World!" Derpy and Donna looked forward to see to fairly large, female changeling approach them. She had long, blue-gray hair; sharp, green eyes; and a long, red, serpentine tongue.

"I'm surprised. This one doesn't have any holes," Donna whispered to Derpy.

"SILENCE!" snapped the female changeling. Donna jumped a bit. "I am Queen Esmeralda, this is my army, and...I am curious to know who _you_ are." Donna could tell that Queen Esmeralda was talking about her.

"Donna. Donna Noble."

"Interesting name, I must say, but _what_ are you?"

"I'm a human."

"I've never heard of your kind. You must be quite rare."

"From the look of things, I think I'm the only one of my kind here."

"Even better. You shall make an excellent pet."

"Hold on! I'm nobody's pet!" Donna yelped as several soldiers pointed spears at her.

"Please, soldiers, lower your weapons. I'd rather that you'd not damage my property." The soldiers lowered their weapons and took a few steps back.

"Why are you invading Equestria?!" Derpy snapped. Esmeralda rolled her eyes and took a few steps towards the pegasus.

"A pegasus, I see. I've seen many of your kind come through here. I've enjoyed pulling their wings off." Derpy gulped. "Does that frighten you?" Derpy took in a deep breath and sighed.

"No. It doesn't. I've seen far worse than you." Esmeralda looked at Derpy before letting out a loud cackle.

"You've got a lot of spirit in you. Good. That means I can have fun breaking you. Take them to the cages. I'll have my fun with them later. First, let us all prepare for our plans for tonight." The changelings nodded before grabbing Donna and Derpy and pulling them away. Esmeralda continued to speak to her soldiers. "Yes, tonight we shall crush the Equestrians once and for all."


	4. A Different Kind of Changeling

Chapter 3: A Different Kind of Changeling

_**Changeling Camp, South of the Silent Forest, Equestria, Gaia, Summer, 56 C.E.**_

Derpy and Donna were led down a dark tunnel that took them away from the main camp and deep into the heart of the mountain. The only source of light was a collection of torches that hung from the walls. Water dripped from the ceiling and small rodents and insects made their way along the ground. A terrible smell lingered in the air and it made the two prisoners want to throw up. Eventually, after about ten minutes of walking, Derpy and Donna were finally brought to their destination: a large chamber filled with rows of rusty, iron cages. Some of the cages were occupied by battered and silent ponies, some were empty, and others were filled with nothing more than the remains of past prisoners.

"Come on," ordered the changeling. The ropes binding Derpy and Donna were cut just before they were thrown into a random, empty cage. The changelings then locked the cage and left without another word. Donna leaned back against the bars of the cage and let out a sigh.

"From aggressive indians to invading insect ponies. Not much of an upgrade," Donna said. Derpy smiled and gave a quick chuckle. "Are you really not afraid of her, the queen?"

"I dunno. For the most part, I guess I'm not," Derpy replied. "I've seen the changelings get defeated before and I've seen far more strange things in my travels with the Doctor: burning aliens, statues that move when you blink, universe-destroying paradoxes, living dolls, a crystal phantom version of Twilight, and the list goes on."

"You've certainly seen your share of stuff."

"Yeah. What about you, Donna? You and the Doctor haven't talked much about any of your adventures together aside from your last one."

"I guess I haven't found the need to. The Doctor's always been keen to keep his past hidden."

"Not to Twilight or me. He's told us a bunch of stuff about his past companions and adventures. He's talked about you; Rose, who we actually got to meet (it's complicated); Martha; and a few others."

"I guess he's a bit more open in this incarnation."

"Did he talk about his past when you traveled with him originally?"

"Not much. He mentioned Rose and Martha...that was about it. Like I said, he used to be not too keen on revealing his past. Even now I think he still has a few secrets to hide."

"Like his name. I've always wondered why he chose that name: _Doctor_. Was he a doctor back on his home planet?"

"The hell if I know. Maybe he just took the name because it sounded good; and, to be fair, it sure is an easy name to go by."

"True." Derpy turned towards the tunnel that they had come from. "As long as the Doctor's out there, I'm sure neither of us has anything to fear from this _Queen of the Changelings_."

"You should," stated a voice from the cage next to theirs. Derpy and Donna looked to see a changeling sitting in the middle of the next cage. They were a bit surprised to see a changeling, off all creatures, in the cage but they quickly took note that this changeling looked a bit different from the others. Like Queen Esmeralda, this changeling had no holes in his body and his horn wasn't jagged. The most noticeable trait of this changeling was his eyes, which held bright red irises. "She may look like any other egomaniac but she's much worse than that."

"How so?" Donna asked.

"Take a look around. It's not hard to see how cruel she can be."

"Isn't it a natural trait in changelings to be cruel?" Derpy asked. The changeling glared at Derpy. Derpy suddenly had the slight urge to take back what she said.

"Changelings _aren't_ cruel."

"No offense, or maybe with some offense, but what do you call this invasion?"

"You didn't let me finish, pegasus. Changelings aren't cruel, most of them are just too dumb to know any better."

"Esmeralda doesn't come off as dumb to me," said Donna.

"There are the few exceptions, such as Esmeralda and myself. We actually have solid logic and know how to plan and think properly. I'm not saying that to give myself or her any credit. You see, in changeling culture, the ones in power are usually the ones with the highest intellect. The others just follow along like how ducklings follow their mother; because, the average changeling isn't exactly the brightest of creatures. None of the changelings here would have even thought of invading Equestria if it weren't for Esmeralda."

"Who are you?"

"I could ask the same thing of you two." The changeling then turned to Donna. "But _especially_ of you. Forgive me, but I'm quite curious as to what you are."

"I'm a human."

"Never heard of you."

"That's because humans aren't from here."

"Then where are they from?"

"Why do you want to know?"

"Unlike the others, I have an interesting in learning about what I don't fully understand. You interest me, Ms-"

"Donna. Donna Noble."

"I'm Derpy Hooves," Derpy added.

"Flarewing," stated the changeling.

"That's quite a fiery name. Doesn't seem to fit you," Donna said with a smirk.

"Trust me. My parents named me _Flarewing_ for a reason."

"For what reason?"

"_Why do you want to know_?"

"It seems you want to be a wise guy."

"Forgive me. It's been a long time since I've had a conversation with something that has any close intelligence in relation to my own."

"Should I take that as a compliment?"

"You should."

"So, since it looks like we have enough time on our hooves, how did you end up here, Flarewing?" Derpy asked. Flarewing sighed before taking a few steps closer to the bars of his cage.

"The events that led to me being here start a few years back: when the Changeling Empire was beginning to form," Flarewing replied. "Before the founding of the Changeling Empire in the abandoned land south of Equestria, changelings lived in simple tribes. My father Ayon was the leader of my tribe. Both he and I were the most intelligent in the tribe so I was set up as the next leader. We soon began hearing about a land being formed where changelings of all kinds could go and find peace, away from the prejudices presented to us by ponies, griffins, dragons, and such. A place we could permanently call home. Changelings used to have to constantly move around because creatures that feed off love and happiness and drain it out of others tend to not be very popular. Anyway, my father and I sought out this land and our tribe soon became a part of the new Changeling Empire. Tribes turned into towns. Our capital city of Gustus Amoris was founded and a castle was built. Everything was perfect and we had a great leader: Petyr. The changelings were at peace with only some giving in to their desire for the energies of love by draining it from animals. Everything was fantastic...that is until Petyr's daughter took over."

"Three guesses who that was," Donna chuckled. Flarewing nodded.

"Esmeralda told everypony that Petyr had simply died of old age. The average changelings bought it, but the intellectual ones didn't. We were the ones that knew the truth: Esmeralda was, and still is, a greedy sociopath who couldn't wait any longer for her father to die so she simply poisoned him. My father stood against her and tried to make everypony see the truth. But, by then, it was too late. The changelings were buying into her lies. She had them all wrapped around her hooves. My father was stoned to death not one hour after he spoke out against Esmeralda."

"I'm sorry," said Derpy. Flarewing sighed deeply before continuing.

"The only changelings with any common sense, including myself, decided to go into hiding. In the meantime, Esmeralda began filling the changelings with thoughts of supremacy and that it was their _universal right_ to claim all lands as their own. That's when Esmeralda turned her sights on Equestria: the most powerful country in all of history. She figured that if she took down Equestria then nothing would stop her."

"She's right."

"Yes. But, thankfully, your princess and her soldiers have proved to be more than worthy opponents for Esmeralda's soldiers," Flarewing stated.

"If you're so against Esmeralda, then how did you end up here?" Donna asked.

"A draft begun in the Changeling Empire when Esmeralda announced her plans to invade and conquer Equestria. Changelings dropped everything and set off for war. I was caught one day while searching for some food for my good friend, Kell, and was brought up north with the others. I refused to fight. I protested and even tried to escape. Esmeralda recognized me as an intellectual changeling and had me locked up."

"Wait a minute. Why didn't she just kill you like she killed your father? Why would she just lock you up?"

"Because...she sees potential in what I can do."

"And...what _can_ you do?" Flarewing let out another deep sigh before turning his attention to a nearby torch. His eyes began to glow with scarlet light and a red aura began to form around his horn. Donna watched as the fire from the torch formed into a ball of flames and began moving through the air towards Flarewing. Flarewing stretched out one of his hooves. The ball of fire touched his hoof and, within seconds, Flarewing's hoof was completely on fire. Before Derpy or Donna could say anything, Flarewing simply blew the flames out. He turned back to them and presented his hoof. Derpy and Donna were amazed to see that there were neither any burns on his hoof nor any sign of injury.

"I told you," said Flarewing. "My parents didn't name me _Flarewing_ without a reason."

_**Equestrian Camp, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Night began to approach quicker than expected. The Doctor and Twilight sat outside Celestia's tent and stared out upon what they could make out of the orange horizon above the tents of the camp.

"It's hard to think what it must be like to have to worry about a war _and_ having to control the movement of the Sun and the Moon," said the Doctor. "I wonder what it must be like, having that kind of responsibility."

"I've often asked my Celestia about that," Twilight stated. "She's told me that she doesn't constantly control the movements of the Sun and the Moon but simply gives them a slight push every now and then. Of course, in my time, Princess Celestia only has to worry about the Sun. Princess Luna's got the Moon." The Doctor sat down and Twilight followed suit. "Do you think they're all right, Doctor? To be honest, I'm a bit nervous. I've dealt with changelings before and they can be vicious."

"I remember changelings well, Twilight. Remember, we both had to deal with Chrysalis in 987."

"That was only one. My friends and I had to fight through a horde of them."

"Yet you all still managed to make it out. I can't say what state our friends will be in but I don't think we should worry much."

"Why?"

"I think it's fair to say that Donna and Derpy can handle themselves. They may not be in the safest of places but I highly doubt that they're going to go down easily. If anything, the Queen of Changelings has quite an ordeal ahead of her; _especially_ now that she's kidnapped two of _our_ friends."

"Are you hoping to end this war, Doctor?"

"Yes. I hope to. This war has gone on long enough. Equestria needs to regain its peace and the changelings need to return to their empire. Otherwise, the bloodshed will only continue." Twilight turned away from the Doctor and looked out amongst the soldiers walking through the camp.

"The future of Equestria lies on the strength and wills of these stallions as well as ours."

"Then let's stay prepared, Ms. Sparkle. We have no idea what the next move of the changelings is going to be; and, not to seem rude, but I'm also not a bit sure of Celestia."

"Doctor, is it...wrong to say that this Celestia...frightens me a bit?"

"No. War does terrible things to creatures of all sorts. Nothing walks away from a war without some form of injury whether it be physical or mental. Take it from somepony who's had his fair share of wars." Twilight reached over and took the Doctor's hoof. The Doctor sighed as he and Twilight continued to stare out upon the darkening sky.


	5. Angie

Chapter 4: Angie

_**Equestrian Camp, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Three, loud rings of a bronze bell were what signalled the commencment of dinner. The Doctor and Twilight watched as a majority of the soldiers made their way over to the dining tent. The sun had set and now the sky was dark and full of stars with a half moon just pulling itself over the horizon. Torches had been lit and now everything in the camp was illuminated in a mix of orange and white-blue light. The Doctor stood up and beckoned Twilight to follow him back to Celestia's tent for supper.

"I'm not hungry," Twilight stated.

"I'm not that hungry either but I figure that the two of us need our share of strength," the Doctor stated back. Twilight sighed before standing up and following the Doctor back to Celestia's tent.

A large buffet and a table of generals was waiting for them. Celestia sat at the head of the table with an empty seat to her right and an empty seat to her left.

"Doctor. Twilight. Please, join us," Celestia said as she pointed towards the seats. The Doctor and Twilight quickly made their way towards the head of the table and took their respective seats. There wasn't much talking at the table. There was mostly just eating and the occasional comment about changelings, injuries, the current statis of the war, and the plans for reconstruction. As Celestia began to consume a plate of quiches, a question popped into Twilight's mind.

"Your majesty," Twilight uttered.

"Yes?" Celestia responded.

"Just out of curiosity, how do you prevent changelings from sneaking into the camp by shapeshifting?"

"That's quite simple, Twilight. You see, I've placed a magical barrier around the camp and removes all magical disguises. If a disguised changeling were to pass through the barrier then they'd revert to their original form and be captured."

"Of course. I should have realized."

"So, your majesty, what can you tell us of the changelings' leader?" asked the Doctor.

"They have a queen. Her name's Esmeralda. Don't let the pretty name fool you, she's a complete psychopath. I've seen what she can do," Celestia replied. "Back when they first arrived in Equestria, she kidnapped two of my guards. When I went to discuss negotiations, she ripped their heads off with her bare hooves and ate their hearts right in front of me. I would have taken care of her right then and there but she proved to be quite quick."

"Do you or your generals have any plans to effectively defeat the changelings?"

"Yes," stated a general sitting a few seats down. "We're going to starve the beasts out of Equestria."

"Starve them?" Twilight asked.

"Changelings feed on love, for the most part. Regular food can keep them alive but a changeling can only go for so long without a bit of love. These changelings have been fighting us constantly for the past two years. There's definitely no love to be stolen here. Eventually, they'll be forced to leave due to simply being starved of their primary food source," Celestia explained. "Hopefully, it shouldn't take much longer to run them back to their empire."

"I have a feeling that this may be a bit harder than it sounds," said the Doctor.

"Unfortunately, it is." Twilight suddenly stood up. "Going somewhere?"

"Outside. I'd like to have some fresh air," Twilight replied. The Doctor watched with concern as Twilight made her way out of the tent.

* * *

The cool night air felt good against Twilight's coat. She needed to be alone. She needed to think. Everything felt so wrong: a cold Celestia, Derpy and Donna captured, changelings invading Equestria. Everything felt so alien. Twilight began making her way towards the edge of the camp. Everypony was still busy eating dinner so Twilight was mostly alone. As she curved her way through a series of soldier tents, she heard voices from nearby.

"Hello, Angie," chuckled a gruff voice.

"I don't have time for you right now," snapped a female voice. Twilight lowered the sound of her breathing and froze. She then began to quickly sneak her way in the direction of the voices. She had a bad feeling about this.

"Come on, Angie. We'll give you as many bits as you want. We all know how much you want to start that farm of yours," chuckled a second gruff voice.

"I ain't that kind of pony. Now _move_!" Twilight held her breath as she heard the sound of somepony getting punched followed by a yelp.

"Now, just be a good mare and let us soldiers do all the work," stated the first gruff voice. Twilight looked around the corner to see three soldiers ganging up on a mare with an orange coat and a blonde mane. One of the stallions was lying on top of the mare. It didn't take Twilight that long to realize what was happening.

"Get off me!" cried the mare.

"I will once you've satisfied me," said the stallion lying on top of the mare. Twilight aimed her horn at the stallion. A second later, the stallion was surprised to find himself flying through the air and smashing into a nearby tent.

"Hey!" snapped another one of the stallions as he noticed Twilight's presence. Twilight stepped out from behind the tent and fired a few blasts of magic at the stallions. One of the stallions found himself frozen in a block of ice while the other found his head trapped in a pumpkin. The other stallion, who had crashed into the tent, had lost consciousness. Twilight ran over to the mare and helped her up.

"This way!" Twilight hissed as she led the mare away from the stallions and back into the maze of tents that made up the Equestrian camp. They came to a stop once they were well away from the soldiers.

"Thank you," said the mare.

"Don't mention it," said Twilight. It was at this moment that Twilight got a closer look at the mare. Along with her orange coat and blonde mane, she had freckles; a pair of friendly, green eyes; and a cutie mark that consisted of a green apple and a red apple. Twilight tilted her head as she examined the mare.

"What is it?"

"Oh...nothing. You just look like somepony I know. Anyway, are you okay?"

"I'll be fine." The mare shuffled her hooves uncomfortably.

"Has this happened before?"

"You don't need to worry yourself about me. I'm just a farmmare."

"I _will_ worry myself about you. I'm not going to let a bunch of brutes torment anypony. I'm friends...well...er...maybe...I'm _acquainted_ with the Princess. I can make sure that they don't try to hurt you again."

"You're really kind. Who are you?"

"I'm Twilight Sparkle."

"Pleasure to meet you, Twilight Sparkle. Name's Angie."

"Nice to meet you. So, if it isn't too personal, may I ask why a farmmare is here at an army camp?"

"I help grow the food that the chef cooks for the soldiers. I have a spot of land on the other side of the camp, towards the forest."

"At least you're not fighting."

"Thank the heavens. I think it's good for everypony that I'm not fighting. I wouldn't be of use anyway. I don't even amount up to much as a simple farmmare."

"Don't say that. I bet you're brilliant!"

"Thank you for your kind words, Twilight Sparkle, but you're wrong. I'm dispensable. Probably even more so than the brutes that work for this army." Angie then began to walk away. "I best be off. Chef will be wanting my help with clean up duty." Before Twilight could say anything else, the farmmare had disappeared into the cluster of tents and torches.

_That mare, Angie, looked almost exactly like Applejack!_ Twilight thought. _I mean, a few changes in the facial structure and she could pass as a clone of her! Hopefully she'd be a better clone than the ones in 2002. Anyway, I better tell the Princess about the soldiers._ Twilight then began to quickly make her way back to Celestia's tent.

_**Changeling Camp, South of the Silent Forest, Equestria, Gaia, Summer, 56 C.E.**_

"How can you do that?" Derpy asked Flarewing. "Last time I checked, changelings couldn't control fire."

"It's called magic. I'm sure unicorns can do the same thing," Flarewing chuckled.

"But changelings have a different kind of magic than that of unicorns! Trust me, I'm friends with a smart unicorn and she knows about stuff like this! And...how can you touch fire without being scathed?!" Flarewing turned to look at Derpy.

"You _really_ want to learn my secret?"

"Yes!" Flarewing nodded his head at Donna.

"Tell me about humans and maybe I'll tell you about my gift." Donna let out a sigh as she turned towards the unique changeling.

"Fine," Donna said. "I'm from another dimension. That's where humans come from."

"I see. So, how did you come to be in this dimension?"

"A friend brought me."

"Who's this friend of yours?"

"He calls himself the Doctor. Don't bother asking what his real name is because not a single living soul knows. He travels around through time and space in a ship."

"Ah. Is this _Doctor_ here?"

"We got separated when the changelings captured us. We don't know where he or Twilight are."

"Twilight? Another friend of yours?"

"She's the unicorn I mentioned," Derpy replied.

"And, I'm guessing that you and Twilight are from another time or something," Flarewing guessed.

"You're good!"

"Doesn't take much to work that out. Well, for me anyway."

"Okay. So, what about you?" Donna asked. "And not just about the fire. Why do you not have holes or a jagged horn like the others? The only other changeling like that is Esmeralda."

"Every so often, a changeling with...unique abilities is born. They're random and are impossible to predict. The changeling with said abilities will almost always have a high intellect and you can tell them apart from the rest due to them having no holes and perfect horns."

"That's it? You were just _born_ with your abilities?"

"Pretty much. My parents knew that I was special due to the no holes bit. I didn't discover what powers I actually had until I nearly burned my uncle's wings off. He wasn't happy about that."

"So, your abilities revolve around fire," Derpy said.

"Pretty much. I can bend fire to my will and can't be harmed by it. However, I'm still learning to hone in my abilities. I haven't become a full expert at them yet. If I _were_ an expert then I would use all of these torches to burn Esmeralda alive."

"Well you clearly have _some_ control over it. Why not use it to escape?" Donna asked.

"Esmeralda is the reason. She's special like me. However...her abilities are more...dark."

"How so?" Flarewing shuttered a bit as if he were remembering something terrible.

"I...trust me. You _really_ don't want to find out." Just then, a horn rang out through the tunnel and the sound of shouts and cheers could be heard.

"What's going on?" Derpy asked.

"They're beginning their attack," Flarewing replied.

"Attack?" Donna asked.

"On the Equestrian camp. I heard the soldiers talking about it earlier. Esmeralda and her soldiers are tired of waiting. They're nearly at their breaking points. You see, changelings can only go so long without absorbing love. Push them far enough and they'll crack."

"What about you?"

"Another one of my abilities allows me to feed off other feelings rather than love. Strong emotions, mostly. And, as you can tell, they're plenty of strong emotions to feed off of here."

"Can Esmeralda do that?"

"To an extent, I think, but I think she requires love as much as the next changeling."

"So, what's going to happen?"

"A full siege on the camp. A surprise in the night. They've tried raids like this before but this time they're sending the entire army. The Equestrians will be caught totally off guard." Flarewing's face then fell dark. "If the changelings are lucky, Esmeralda's going to face your Princess one-on-one. Celestia doesn't stand a chance."

"I wouldn't underestimate the Princess," said Derpy.

"I don't doubt her power...but...Esmeralda has a trump card on her side. A terrible, bloody trump card," said Flarewing gravely.


	6. Attack and Rescue

Chapter 5: Attack and Rescue

_**Equestrian Camp, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Twilight returned to Celestia's tent to find Celestia alone with the Doctor.

"Your majesty!" said Twilight as she entered the tent.

"You have returned, I see," said Celestia.

"Yes. I need to speak with you."

"Of course. Is something wrong?"

"Yes. There's a farmmare who works here named Angie. I was walking and I came across a trio of soldiers trying to take advantage of her. I got her out of there and immobilized the soldiers." A look of familiar disappointment appeared on Celestia's face.

"Thank you, Twilight. I shall deal with these soldiers. Where are they?"

"Towards the western edge of the camp." Celestia nodded before quickly exiting the tent. Twilight turned to look at the Doctor. "Why do I get the feeling that this doesn't come as a surprise to her?"

"It isn't," the Doctor said with a sigh. "This has happened before." Twilight's eyes widened.

"You mean soldiers have...taken advantage of Angie before?!"

"Angie's not the first farmmare to work for the Equestrian army. Celestia was telling me about this before you came in. Some of the soldiers have given into their..._carnal_ instincts and have sought to appease these desires with...well...unwilling help from the mares working here. There's been at least three farmmares before Angie who've fallen victim to this, and a few of the nurses."

"That's horrible."

"That's war. Even some of the _good_ guys can fall victim to dark desires." Twilight lowered her head. The Doctor placed his hoof on her shoulder. "Come. You look tired. I think it'd be best for you to turn in for the night."

"What about you?"

"I'll stay awake for a while longer. I have a few more things to discuss with Celestia." Twilight nodded as she and the Doctor exited the tent.

* * *

Once Twilight had been sent to bed in one of the special sleeping quarters, the Doctor set out in search of Celestia. A fair amount of the soldiers had gone to bed now with only a few remaining awake. The night watch stood atop the wooden towers above the camp and scoped out the surrounding land with illumination spells cast by the unicorn soldiers. The Doctor had expected it to be easy to locate the Princess but quickly found himself lost in the maze of tents and torches. Eventually, he found himself at the southern border of the camp.

"Now how the hay did I end up here?" the Doctor asked himself as he rubbed his temple. A second later, the Doctor heard a yelp followed by the sound of several items falling. He turned around to see that a mare, who had been carrying a basket of crops, had fallen. He ran over to her and helped her up. "Let me help you."

"Thank you," said the mare. The Doctor was suddenly taken aback by the mare's resemblance to a friend of his.

"Applejack?"

"No. Name's Angie." The mare began putting the crops back into the basket.

"The farmmare. My friend Twilight told me about you."

"You're friends with Twilight Sparkle?"

"Indeed I am. I'm the Doctor."

"I've heard about you. Celestia and her generals have mentioned you."

"How do you know that?"

"Working for the camp chef allows you to hear a bunch of stuff."

"Well...it was nice meeting you, Angie."

"Is it true?"

"Is what true?"

"That you can travel throughout time and space?"

"Yes, it's true." Angie took a few steps towards the Doctor.

"What's the future like?"

"I'm not sure if I should be giving away sneak previews like that."

"I don't need the details. Just tell me if the future is good or bad." The Doctor cleared his throat before giving a warm smile.

"It's going to be _fantastic_!" Angie gave a warm smile in return. Suddenly, Angie's face became white with fear. The air became extremely warm and a yellow glow illuminated the surrounding area.

"Look out!" Angie cried as she pushed the Doctor to the side. The Doctor, acting upon instinct, covered Angie's face and watched as a fireball fell from the sky and crashed into the spot of earth that he and Angie had been standing upon seconds earlier.

_**Changeling Camp, South of the Silent Forest, Equestria, Gaia, Summer, 56 C.E.**_

Everything in the cave fell silent once the army had left. Derpy, Donna, and Flarewing simply sat in tense silence. After several moments of silence, Donna angrily punched one of the bars of the cage.

"I feel so useless! The Doctor and Twilight are probably at the camp, about to fall victim to a raid along with the other Equestrians, and we can't do anything about it!" she snapped. Derpy walked over to Donna and placed a hoof on her shoulder.

"I feel the same way, but we've got to have faith that the Doctor can stop Esmeralda and her army," Derpy said.

"We can only hope," said Flarewing. Suddenly, the sound of hoofsteps began echoing from the tunnel.

"I thought you said the entire army had gone," said Donna.

"They _have_ gone."

"Then who's coming down the tunnel?" The three prisoners watched as a cloaked figure emerged into the light of the torches. Donna wanted to question the visitor of who they were but was too nervous to utter any words. The figure approached their cages and came to a halt. The figure then turned towards Flarewing and removed its hood. Flarewing's eyes widened. Derpy and Donna were surprised to see that the cloaked figure was a male changeling wearing a pair of spectacles.

"Long time, no see," chuckled the changeling as he smiled at Flarewing.

"Bass?!" asked a shocked Flarewing.

"The one and only." Bass the changeling presented a chain of keys and proceeded to unlock Flarewing's cage. Flarewing flew forward and wrapped Bass in an emotional hug.

"I thought I'd never see you again!"

"You thought wrong then 'cause here I am!"

"Flarewing, who is this?" Derpy asked. Flarewing broke his hug with Bass and turned back to Derpy and Donna.

"This is my childhood friend, Bass. He's an intellectual changeling like me. He went into hiding after the murder of my father. The last time I saw him was right before I went to find food for Kell and got captured," Flarewing replied as he wiped tears of joy from his eyes.

"Don't worry, Flarewing, Kell eventually got his food," Bass laughed.

"How did you know where I was?"

"At first, the others assumed that you had been killed by Esmeralda. Eventually, however, I managed to learn the truth about what happened to you through two drunk soldiers at a tavern. I prepared myself and set off for the north. I changed my appearance slightly to sneak into the army and tonight provided the perfect opportunity for me to free you."

"Speaking of that, could you free us as well?" Donna asked. Bass turned to Flarewing and Flarewing nodded. Bass then proceeded to unlock Derpy and Donna's cage.

"So what now?" Derpy asked as she exited the cage.

"We help the Doctor and Twilight, of course!"

"It would be unwise to go to your friends' aid now. The camp is probably already under siege," said Flarewing.

"Then _what_ are we supposed to do?!" Donna snapped. Flarewing's face suddenly lit up. He looked at Donna before turning to Bass.

"Tell me, have the others been able to break into the castle?" Bass sighed.

"No. It's impossible. Remember? Esmeralda had that dark unicorn place a shield around it."

"Yes. A shield that keeps everything in this universe from passing through it."

"Exactly."

"But, what if I told you that we have something that _isn't_ from this universe?" Flarewing then directed Bass's attention to Donna. "Bass, let me introduce you to Donna Noble. She's a human, a species that exists in _another_ universe." Bass's face suddenly lit up as well.

"This _might_ actually work!"

"What are you two going on about?" Donna asked as a slightly uneasy feeling coursed through her body.

"You two want to help your friends and save the Equestrians, right?" Flarewing asked.

"Of course!" Donna and Derpy exclaimed simultaneously.

"Then our only option is for us to lead you two south, to the Changeling Empire."

"Why?" asked Derpy.

"Because, that's where Esmeralda's greatest weakness lies." Flarewing turned to look back at Donna. "And _you_, Donna Noble, are the only creature in the universe that can access it." Donna was silent for a moment.

"This is our best bet?" she asked.

"Yes." Donna and Flarewing locked eyes.

"Then I'll do it. Anything to stop Esmeralda and help the Doctor, Twilight, and the Equestrians."

"Excellent!" exclaimed Bass as he beckoned Donna, Derpy, and Flarewing to follow him. "We best hurry! There's a long trek before us."

"I'm assuming that you have some form of transportation to get us back to the Changeling Empire quickly," said Flarewing. Bass gave an even bigger smile.

"Of course." Derpy, Donna, Flarewing, and Bass then quickly made their way out of the cave. Their trek to the Changeling Empire had begun.

_**Equestrian Camp, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

"THE CHANGELINGS ARE HERE! WE'RE UNDER ATTACK!" yelled the night watch as they rang the bells and fired arrows and spells upon the invading changelings. Soldiers jumped from their tents and charged towards the southern border of the camp to fight the invading army. The Doctor and Angie, meanwhile, ran towards the northern border as fast as they could. The Doctor's hearts were pounding. He needed to find Twilight. He needed to find Celestia. The Doctor looked for any sign of the alicorn princess flying into battle but saw no such thing. The Doctor and Angie tightened their grips on their linked hooves as they made their way past the charging sea of soldiers.

"This way!" said Angie as she led the Doctor down an empty pathway. They made a few more turns before finding themselves just a few yards from Celestia's tent. Another fireball fell from the sky and crashed a few feet from the tent. Fire flew into the air and set the edges of the tent on fire.

"TWILIGHT! TWILIGHT SPARKLE!" the Doctor cried into the night. There was no response.

"Come on! We need to get further north!" Angie ordered.

"I'M NOT LEAVING WITHOUT MY FRIEND!" The Doctor looked for any sign of the lavender unicorn. She was still nowhere to be seen. "Come on, Angie! Follow me!" The Doctor began dragging Angie in the direction of the tent that Twilight had gone to bed in. More fireballs rained from the sky. Shouts, screams, and battle cries filled the air. The Doctor and Angie caught glimpses of Equestrian soldiers and changelings fighting in the distance. When the Doctor finally arrived at the tent he had left Twilight at, his hearts sunk. The tent had collapsed in on itself and was completely on fire. Three changelings emerged from the smoke cloud being produced by the burning tent. They each had varying injuries of sorts and fresh blood was dripping from their bodies. The Doctor's stomach turned as he concluded that some of their blood wasn't their own. His attention was then drawn to the changeling nearest to him and Angie. Dangling from the changeling's mouth were a few, thick strands of purple hair. "Twilight...no."


	7. Rulers Duel

Chapter 6: Rulers Duel

_**Road to Canterlot, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Twilight groaned with pain as she made her way along the road. Her body was covered in a series of burns and cuts. Her head was also bleeding profusely due to having several chunks of hair ripped out of it. Twilight was becoming dizzy. She wanted desperately to lie down and sleep but she knew that she couldn't. She looked ahead and saw the great Canterlot Mountain rising before her. She then looked back towards the Equestrian camp, which was caught under a heavy changeling siege. Twilight wanted to run back and try and aid the Doctor, but she couldn't. She didn't have the strength to. The changelings had caught her completely off guard. She was lucky to have survived by using most of her remaining strength to drive the changelings away with a few spells. Twilight turned away from the camp and stared up towards Canterlot. Her instincts told her that she had to reach the city. She had to. While uttering another groan, Twilight continued her trek towards the great capital.

_**Equestrian Camp, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The Doctor flew towards the changelings at a frightening speed. They hardly had time to react before the chestnut stallion was on top of them. A sickening crack rang out as the Doctor kicked one of the changelings in the back with his hind legs. The changeling chewing on bits of Twilight's hair found itself falling to the ground with a pair of strong forelegs on its chest. The third changeling fled back in the direction of the changeling army. The Doctor looked down at the changeling he had pinned to the ground and proceeded to bring his hooves down on its neck. An incredible rage was burning inside the Doctor. He hardly knew what he was doing anymore. It was as if all thought had vanished and now nearly nothing remained but primal instinct. A familiar voice was calling out to him, but it sounded muffled and disjointed.

"Doctor! Doctor, stop!" cried the voice of Angie the farmmare. Angie's cries brought the Doctor back for a few seconds. This period of time was long enough to allow the Doctor to realize that he was close to choking the life out of the changeling. The Doctor let his angry instincts fade away as he removed his hooves from the changeling's neck. The changeling coughed and looked up at the Doctor with nothing but fear in its face. Beads of sweat trickled down the Doctor's face.

"You're lucky I still had a pinch of mercy," the Doctor said with a scowl.

"We didn't kill her," choked the changeling.

"Come again?"

"The purple unicorn...we didn't kill her, if that's what you wanted to know. She managed to escape us and fled north." A cruel smile appeared on the changeling's face. "Go to her and enjoy her while you can. I bet she doesn't have long to live. Besides, the Queen shall kill all of you stinking ponies soon enough." Another sting of anger soared through the Doctor's body as he reached into his pocket, pulled out his Sonic Screwdriver, and slapped the changeling across the face with it. The changeling proceeded to lose consciousness.

"Doctor?!" gasped a frightened Angie. The Doctor turned around to face the farmmare.

"I...I'm sorry that you had to see that. There are moments where I just...can't stop," the Doctor sighed.

"Doctor, we need to head north to the city."

"Right. Angie, head north and find Twilight. Take her to Canterlot."

"What about you?"

"I'll be along." The Doctor looked straight into Angie's eyes. "Now do as I say and _run_!" Angie slowly backed away before turning towards the north and running as fast as she could. The Doctor turned towards the south and examined the burning camp before him. He broke into a run. Twilight was alive, but now he needed to find Celestia.

_**Southern Fields, South of the Silent Forest, Equestria, Gaia, Summer, 56 C.E.**_

The air had begun to smell like smoke. Derpy turned around to see a column of smoke and cinders rising into the night sky.

"The camp," Derpy sighed.

"Keep moving!" urged Bass. Derpy nodded and continued to run.

"So, what do you have that'll get us to the Changeling Empire quickly?" Donna asked.

"You'll see." The group suddenly came to a stop in the middle of a wide field. Bass turned towards the sky and let out a loud whistle. Several seconds of silence followed...then it appeared. Donna's eyes widened as a massive, red dragon seemed to appear out of thin air in the sky above them. The beast landed just a few feet from where they were standing. It was nearly the size of a bus and had piercing, green eyes.

"A _dragon_?!" asked Flarewing.

"I helped him out of a jam a couple years back and we've been helping each other ever since," Bass explained.

"I am pleased to see you are still well, Bass," said the dragon.

"The feeling is mutual, Erik." Bass turned towards Donna, Derpy, and Flarewing. "Everypony, aboard."

"You're kidding," said Donna. "We're riding a _dragon_ to the Changeling Empire?!"

"It's our quickest method of transportation. Would you rather spend several weeks walking through the desert?" Donna looked up at Erik the dragon nervously and gulped before approaching the beast. Erik lowered his wing, which acted as a ramp for Donna and the others to climb onto his back. Donna was the first on and was followed by Derpy and Flarewing in that order. Bass climbed on and took a seat in front of Donna. Once everyone and everypony was on Erik's back, the dragon flapped his wings and took off into the sky. Donna grabbed onto Bass tightly.

"Don't worry, Donna," Flarewing chuckled. "If you fall, you have two winged changelings and a pegasus at the ready to aid you."

"I'm not sure if I should feel more secure or more afraid!" Donna snapped. Flarewing gave a devious smile and laughed as Erik the dragon quickly flew himself and his passengers in the direction of the Changeling Empire.

_**Equestrian Camp, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The Doctor maneuvered his way through the burning camp. Equestrian and changeling soldiers continued to fight and clash in a barrage of bloody warfare. This battle needed to end soon. The Doctor continued to scope the skies and the battlefield for any sign of the alicorn princess. Where had she gone? Surely, the Princess was still there. She wouldn't have abandoned her army...would she?

"Where is your _princess_?!" cackled a cold voice from nearby. The Doctor turned to his right to find a female changeling, around the size of Celestia, standing a few yards away from him. A cold shiver ran down the Doctor's spine as the changeling before him had a striking resemblance to Queen Chrysalis.

_This must be Esmeralda_, the Doctor thought. The Doctor quickly noticed that the changeling queen was holding an Equestrian soldier by his neck.

"I'll ask again. Where is Princess Celestia?" snapped Esmeralda.

"I'm not telling you," choked the soldier before spitting in the queen's face. Esmeralda's eyes began to glow bright green.

"Wrong answer." The Doctor watched in horror as the soldier's limbs were ripped right off by some telepathic force. The soldier screamed as Esmeralda let him fall to the ground. Esmeralda then took the soldier's spear and raised it above his face.

"NO!" screamed the Doctor as he raced towards the queen. However, he wasn't fast enough. Esmeralda brought the spear down and impaled it straight through the soldier's head. As the soldier writhed and died, Esmeralda turned towards the Doctor. A sadistic smile formed on her face.

"Another one? Perhaps _you_ know of Celestia's location." Esmeralda's eyes began to glow green again, but the Doctor was too quick. He pointed his Sonic Screwdriver at the queen and activated it. A shower of magic sparks began to form around the Doctor and Esmeralda as their respective powers clashed.

"You're different from the others," the Doctor deduced. "Why?" Esmeralda chuckled at the Doctor's question.

"It was my birthright," Esmeralda replied coldly.

"I'll give you one last chance, Queen of the Changelings. Take your army and leave this country and its residents in peace or I'll stop you; and, trust me, I _will_ stop you." Esmeralda and the Doctor glared angrily at each other.

"I've saved up enough soldiers and energy for this night. I'm not going to let this chance slip through my hooves. Equestria _will_ belong to the changelings. Equestria _will_ belong to _me_." The Doctor shook his head.

"You've made your choice. Everything that happens after this point is on you." The Doctor twirled the Screwdriver and the shower of sparks violently broke apart. Esmeralda was knocked back by the force of the magical rebound. She snarled as she turned to look at the Doctor with her glowing, green eyes. The Doctor could feel several dark energies pulling against his body. He activated the Screwdriver again which sent several sparks off his body. The Doctor groaned slightly as a red burn appeared on one of his forelegs.

"We can't play this game forever, _pony_," chuckled Esmeralda.

"No. One of us will eventually give in," stated the Doctor.

"And it won't be me."

"Yes it will!" announced a commanding voice. The Doctor and Esmeralda looked up to see none other than Celestia herself descending upon them.

"Where the hell have you been?!" asked the Doctor.

"Helping my soldiers to the best of my abilities as well as waiting for you, Esmeralda." Celestia landed on the ground a few feet from the changeling queen.

"Careful, your majesty! She has some incredibly dark magic under her control!"

"I am well aware of this, Doctor." Celestia and Esmeralda locked eyes as they began to slowly approach each other. "You've prepared for this. Biding your time for the moment where your gifts were at their peak."

"You're smarter than I assumed, Celestia," chuckled Esmeralda. "But that matters not. You shall bow to me by the end of this battle. Your army is falling and now I have you where I want you."

"Not once have I underestimated you, Esmeralda. You should probably have given me the same courtesy." Almost simultaneously, Celestia's and Esmeralda's eyes glowed brightly with color. A beam of green energy shot out of Esmeralda's horn while golden energy shot out of Celestia's. The force of the colliding attacks sent the Doctor flying back several feet. Sparks and bolts of magical electricity revolved around the alicorn and the changeling. The air grew even hotter than what it had previously been and the earth beneath Celestia's and Esmeralda's hooves began to burn from the released energy of the attacks. The Doctor tried to pick himself up but found himself held down by powerful energies in the air. Golden cracks began forming on Esmeralda's face while deep cuts began forming on Celestia's body. Celestia was obviously beginning to grow weak from the battle of will and strength. Esmeralda was weakening as well but not nearly as fast as Celestia.

The Doctor began looking around for the Sonic Screwdriver, which had flown out of his grasp when he was knocked back. It took him a few seconds to locate the Screwdriver. It was lying a few feet from where he himself was lying. Once again, the Doctor tried to pick himself up but a powerful energy was holding him down. Using every ounce of strength at his disposal, the Doctor began to painfully crawl his way towards the Screwdriver. Celestia let out a groan as the cuts began to grow even deeper. A sinister smile appeared on Esmeralda's face.

"I look forward to tearing you apart," chuckled Esmeralda.

"Not today...not ever," groaned Celestia as she pushed her remaining strength into the energy being released from her horn. Tears of pain began rolling down Celestia's and Esmeralda's faces. Time seemed to slow down as the Doctor grew closer and closer to the Screwdriver. Dirt soiled with blood and ash coated his face as beads of sweat rolled down his body. He stretched his right foreleg forward and grasped his hoof tightly on the handle of the Screwdriver. He then turned around and aimed the Screwdriver at the point where Celestia's and Esmeralda's attacks were meeting and pressed the button. A blue glow appeared in the point of converging energies. The air around Celestia and Esmeralda began to give the appearance of bubbling water.

Blood was trickling down Celestia's body from the cuts. Esmeralda's face was burning from the magical, golden cracks appearing in her insect-like skin. The magic beams began to grow brighter and brighter. It soon became so bright that the Doctor couldn't bear to look at it. He closed his eyes but didn't once remove his hoof from the Screwdriver's button. The air was immensely hot now. It felt as if that one area they were in were situated in the heart of a volcano. Then everything fell silent. The sounds of the battle faded away. The groans of Celestia and Esmeralda simply stopped. The Doctor couldn't even hear the beats of his own hearts. A wave of cool air washed over the Doctor. Due to curiosity, the Doctor opened his eyes to examine the scene.

Everything seemed to have come to a standstill. Celestia and Esmeralda appeared to almost be frozen in time. The magic beams swirled and fluctuated like the slow movements of stars in the cosmos. For what seemed like an eternity, everything was caught in a deadly moment of tense tranquility. Then the final phase of the reaction kicked in. Sound returned and everything began moving at their normal speeds just in time for an explosion to emerge from the point where the Sonic Screwdriver's, Celestia's, and Esmeralda's energies were meeting. The Doctor flew through the air once again and everything became nothing but a hot, melted blur.

_**Road to Canterlot, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Twilight had been lying on the ground for several minutes now. She had tried to begin her trek up the mountain but no longer had the strength to continue the journey. She could feel everything slipping away. The pain was still there but was mostly replaced by an unnerving numbness. Twilight's body wanted to give up, but the unicorn _knew_ that she couldn't give up. There were still so many others that she had to help: the Doctor, Derpy, Donna, Celestia, and maybe even Angie. She had to live and see another day. She had to help her friends. She couldn't stand by and possibly help lead to Equestria falling to the hooves of the changelings. Suddenly, Twilight felt something grab onto her.

"Who...who's there?" Twilight asked weakly. She turned to face her savior and tried her best to get a clear picture.

"Do not worry, Twilight Sparkle," said her savior. "I will get you to safety." Twilight recognized the voice. "You helped me and now I must help you." Twilight gave a weak smile.

"Angie." Just then, the ground beneath the two mares shook violently. "What...what is happening?" Twilight could make out bright lights in the distance. The air around her and Angie grew a bit warmer. Angie gasped. "Angie...what's happening?"

"Don't worry yourself about it now! Just...just let me help you." Twilight wanted to question her more but found that she didn't have the strength to. Twilight simply nodded and allowed the farmmare to begin helping her up the road towards Canterlot.


	8. To the North and to the South

Chapter 7: To the North and to the South

_**Equestrian Camp, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Putrid smoke pushed its way into the Doctor's nostrils. His body ached with a combination of bruises, cuts, and burns. His eyes opened to the dastardly sting of cinders and smoke. He carefully picked himself off the ground and regained his footing. He was pleased to see that there were no broken bones or fractures in his body but that didn't take away the sting of the injuries that he had anyway. As the Doctor examined his injuries, he took note of the surrounding landscape.

The Equestrian camp was in ruins. Hardly any of the tents remained standing and those that did were either burnt or torn. Injured soldiers could be seen making their way through the wreckage. The bodies of the lost were also seen scattered throughout the new wasteland. The Doctor looked through the smoke and was able to catch groups of injured changelings disappearing into the forest. He figured that the changeling army must have suffered just as greatly as the Equestrian army in the battle. Suddenly, he thought back to the face off between Celestia and Esmeralda. He looked for any sign of the alicorn princess or the changeling queen. A nearby groan caused his ears to rise in anticipation. The Doctor followed the groans towards the mangled and weak form that was Princess Celestia. The alicorn princess was in a terrible state. Her body was cut and burned, magical smoke was emitting from her horn, parts of her mane were singed, and certain segments of the golden armor she had been wearing were either dented or melted.

"Don't worry, I've got you," said a nearby voice. The Doctor looked and noticed a mostly uninjured Equestrian soldier carrying an injured nurse mare on his back. The Doctor then looked at the other survivors and took note of where they were heading: in the direction of Canterlot Mountain. He looked down at the injured Celestia. She definitely needed somewhere to rest and heal before the next encounter with the changelings. Thinking back to the changelings, the Doctor looked around for any sign of Esmeralda. She was gone. The Doctor figured that the queen had trudged off with the rest of her injured army; but he was sure that she would be making a comeback sooner than later. The Doctor proceeded to help the injured Celestia up and allowed her to lean on him. She was surprisingly lighter than the Doctor had expected. He figured that there was some magic weight distortion involved or something of that nature.

"Do...Doctor," groaned Celestia. The Doctor began walking himself and Celestia in the direction of Canterlot Mountain.

"Don't strain yourself, your majesty. We have a long walk ahead of us," he said in reply. Celestia nodded and calmly let the chestnut stallion lead the way.

_**Royal Hospital, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Twilight's head was spinning madly. Her memory of the previous few hours was blurry at best. All she really remembered was the changeling attack, walking towards Canterlot, the flurry of colors, and Angie coming to help her. Everything else was just jumbled. However, Twilight's senses had begun to become clear once again. Her vision cleared up and she noticed that she was lying on a makeshift bed of hay, feathers, and sheets. Soldiers as well as nurses and civilians walked passed her. Twilight examined the room she was in and saw that it was a massive hospital ward.

"You're awake," said a tired voice. Twilight turned her head to see Angie standing next to her bed. The farmmare let out a loud yawn. "You've been out of it for a few hours. It's only a couple hours till dawn now."

"What...what about...the Doctor...Celestia?" Twilight mumbled.

"I don't know. Soldiers of all sorts have been popping up here. Pegasi, unicorns, earth ponies...but no sign of the Princess or the Doctor." Angie gave a sigh before placing a hoof on Twilight's shoulder. "Don't worry, Twilight. I'm sure they're on their way. I don't see Princess Celestia or the Doctor as ponies that would easily give in."

"And...the changelings?" Angie shook her head.

"They have casualties like our army. Many were incredibly injured. They've all fled back into the Silent Forest, possibly back to their camp." Twilight could feel some of her strength returning. She slowly sat up and massaged her neck with her hooves. There was still pain, but at least she was feeling better.

"What's the plan now?" Twilight asked with a much clearer and steadier voice. Angie shook her head and shrugged her shoulders in response.

"I don't know. It's pretty much chaos now."

"Why wasn't the army prepared for something like this? How could the changelings have suddenly attacked us like this, and why haven't they tried this sooner?" Again, Angie shook her head.

"I don't know. For all we know, the changelings could have this _big master plan_ and this attack could be the start of it."

"Maybe." Twilight turned to look towards a nearby window. The countryside of Equestria was shrouded in the eerie darkness of nighttime morning. "I just hope my friends are okay...and I hope that we're all able to get out of this in one piece."

"I think everypony's wishing for that." Angie then slumped over onto Twilight's bed and instantly fell asleep. Twilight could tell that the farmmare was exhausted. Twilight simply lay back down and rested her head on the feathery pillow. This was only the beginning and a difficult battle was just around the corner. Twilight was sure of this.

_**The Rolling Hills, Outskirts of Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

The sky had begun to turn into a light blue-black when Erik the dragon landed on the grassy knoll. Derpy, Donna, Flarewing, and Bass climbed off the dragon's back.

"Here we are," said Bass. Derpy and Donna stepped forward to examine the scene before them. A massive, black castle rose high into the sky. Its highest towers consisted of sharp spires and towers that reminded the two newcomers of arrowheads. A magical, green shield was wrapped over the castle like a cloak. Surrounding the castle was a fairly large city of buildings that looked as if they were taken straight out of England's dark ages. Even thought it was still dark, the area was illuminated quite well by the thousands upon thousands of torches that were scattered throughout the castle and the surrounding city of Gustus Amoris.

"So, this is it," said Donna.

"Yes," Bass replied.

"It looks almost exactly as it did when I left," said Flarewing.

"Well, there hasn't been much attention to redesigning the city with the whole war going on and everything." The group fell silent for a moment.

"So Queen Esmeralda's greatest weakness is inside there?" Derpy asked as she pointed at the castle.

"Yes," said Bass and Flarewing together.

"And I'm the only one who can get it," said Donna.

"Yes."

"Well then." Donna turned away from the castle to face Derpy, Flarewing, Bass, and Erik the dragon. "What are we waiting for? Get me to that castle."

To be continued...


End file.

Doctor Who, My Little Pony, Adventure, Sci-Fi