Doctor Who, My Little Pony 1. Chapter 1: Underworld

Equestria and the Time Lord Episode 12: The Haven

Chapter 1: Underworld

**=Gaia, Equestria, The City, Somewhere Under the Main Streets, 1103 C.E. =**

Several hooves clopped along the streets as they made splashes due to the rain that was pouring around them. A voice called out which way to go, and the hooves clopped in that direction. They were chasing somepony, and they were going to get him. The rain continued to pour down from seemingly nowhere as the ponies disappeared.

But what they didn't know was that the pony they were chasing, along with an associate of his, had ducked down into the sewers and had gotten to the driest part of it they could find: The pumping station.

They opened the waterproofed door, which creaked open. It was completely deserted. They expected it to be deserted. Places like this weren't used anymore. They weren't remotely operated. They pulled their black cloaks farther over their faces, and clicked on a flashlight. They set it down in a position that allowed them to see around the place more clearly. No life forms at all, not anywhere in a place that would otherwise be festering with disgusting life forms all around the place. Down here was dead now. He had said so. Nopony would come down there. They felt uncomfortable themselves, being down there. They unloaded the heavy object they had been carrying onto the small table in the room. Other than this table, the place was deserted. Water was harder to get nowadays. He had wanted it that way, so they had made it so. All the ponies in this city. They were okay with it.

The light hardly penetrated the place, but they could see enough to unveil the crude, early looking radio with all its precious systems working.

"Okay, we found the place to hide it. This device will have to wait out the storm in here. Not safe to turn it on." One of the ponies said, revealing his face, deciding it was safe to take off his cloak down here.

"If we want to keep it safe, we'll have to come down here all the time to maintain it. We put it miles away from our house." The other stallion said, taking his hood off as well, letting the cloak that draped over his body fall to the ground.

If you looked at them, you realized that they looked like ponies from a black and white movie. And if you looked around, you'd realize that the room they stood in was free of color as well.

"It'll be safe down here, anyway. Nopony ever comes down here anyway." His associate nodded in agreement, and they slid their cloaks back on and trotted out of the room as quickly as they could. One of them briefly looked at all the pumps in the room, thought for a moment, and then felt ill, promptly forgot it, and trotted out the door. As they left, you could see that everything they passed was colorless.

**=Gaia, Equestria, Canterlot, Near the Summit of Canterlot Mountain, The Fields Outside Princess Celestia's Estate, 825 C.E. =**

There was a total serenity emanating through the world. Naturally, that was shattered almost instantly as several blasts of energy shot through the air, making a thunderous noise.

And The Doctor, Puzzlehunt, and Trixie all ran for their lives. Puzzlehunt and Trixie were both dressed in period clothing. Puzzlehunt was dressed in a stiff maroon suit with ruffles and all the fancy works, including a brown tricorner hat. He looked like the pony version of a 17th century gentleman, which made sense as they were in the pony version of the 17th century. He looked incredibly uncomfortable, which wasn't helped by how fast they were running.

Trixie was dressed in a puffy light blue dress and a straw hat with a light blue band around it. It wasn't as uncomfortable, but it was incredibly uncomfortable to be running around in it, which they were currently doing.

For some reason, the Doctor had chosen not to disguise himself at all and was still wearing his iconic long scarf and his hat.

"You completely ruined our day again, Doctor!" Trixie yelled out at him, her side beginning to cramp up.

"What did I do?" The Doctor asked as they dodged continuous magic bolts. "I got you a highly privileged and prestigious dinner with Princess Celestia in an extremely lavish century! What did I do wrong?"

"Princess Celestia, is this a real diamond chandelier? I must look at it closer. But don't worry, I won't break it!" Puzzlehunt said, mimicking The Doctor's accent (Which was easy because he had it himself).

"Oh, I'm sorry I broke the chandelier, Princess Celestia. Gasp! Is this the gem you wear in your crown. I need to see it more closely! But don't worry, I'll be careful with it, as I know it is the **only one of its kind in all of Equestria!**" Trixie said, getting with Puzzlehunt's sarcastic mimicry.

"I personally think that the one she uses in your time is much nicer anyway. You can look at it without going blind." The Doctor said, arguing for his case.

"HALT NOW! YOU WILL FACE THE FULL WRATH OF THE SUN!" yelled an incredibly angry voice from right behind them.

"Well she doesn't seem to think so!" Puzzlehunt said. "But you might be able to tell seeing as she set the **entire Royal Guard on us!" **and they continued running.

They made their way down the mountain. "Doctor, do you really think it was a good idea to park the TARDIS **at the very bottom of the mountain?!" **Trixie yelled angrily.

"I was interested in seeing how they made it up here before they invented trains!" The Doctor said defensively.

Puzzlehunt growled and finally had the sense to fire a magic bolt back at the royal guards. Immediately, the magic bolts being fired at them doubled in intensity. Puzzlehunt and Trixie screamed, realizing they were going to be overtaken and killed.

But they didn't even realize that they were so frantic that they were running fast enough that they were at the bottom of the mountain already. The Royal Guard were actually right on top of them.

"Get in the TARDIS!" The Doctor yelled. And quickly, they followed that direction.

Once they were inside the TARDIS, the Doctor dematerialized while Puzzlehunt and Trixie stomped their way into the wardrobe to get out of these ridiculous clothes, which were really beginning to chafe. Once that was taken care of, they went back into the console room to see what the Doctor had to say about this little adventure he had put them through.

"Well, the trip to make up for nearly getting you killed on the trip to make up for nearly getting you killed nearly got you killed. Should I just make up for it?" The Doctor asked tactlessly.

"NO!" They both yelled forcefully. "Just take us somewhere peaceful!"

"Fine." The Doctor said simply. And he set several coordinates into the TARDIS, and within minutes they materialized there. "This right here, that we just landed in, is the most peaceful time in all of Equestrian history."

"Really?" Puzzlehunt asked.

"See for yourself." The Doctor said as he opened the doors.

They all rushed out in excitement. Puzzlehunt and Trixie looked around and saw that it appeared to be nighttime right about now. They saw that the streets had no ponies around them, and they saw that they didn't look very peaceful at all. It looked like they had landed in the slums.

"And this is the most peaceful time period in Equestrian history, yeah?" Puzzlehunt asked.

"Did I say that? No, this is the least peaceful time period in all Equestrian history ever." The Doctor said with an incredibly cheerful grin.

"WHAT?" they both yelled at him simultaneously. "What is wrong with you?"

"Well, I looked into it, and this time period is about to become very very peaceful. In only about a day, in fact. I don't know how, but I want to find out, and maybe even help out." The Doctor said, his happiness undiminished.

Puzzlehunt immediately tried to get back into the TARDIS, but found to his horror, that the door was locked.

"You're out of your mind!" he yelled. "We can't stay here! We'll be killed because of all your idiotic make up trips!"

"I think it might be fun once we see what a peaceful place this turns into." The Doctor said, still trying to bring them out of their perpetually dour mood.

"You- Hey, have you noticed there are no stars in the sky? And even more worrisome, no moon?" Trixie asked in a fearful tone.

The Doctor looked up. "Well, that is curious indeed. That would explain a bit of the situation."

"Um, what time is it?" Puzzlehunt asked.

The Doctor looked at his watch, which had been set to automatically synchronize to whatever in whatever time period, and said, "Oh, it appears to be 8 AM. Now I'm intrigued." And he dashed off.

Puzzlehunt and Trixie gritted their teeth angrily. They had no other intelligent choice but to follow after him.


	2. Chapter 2: The Monochromes

Chapter 2: The Monochromes

**=Gaia, Equestria, The City, The Apartment Near the Edge of Town, 1103 C.E. =**

The two stallions who had just hid the radio made their way into the dingy apartment they had as their home. And it was odd that they lived together in such close confines where there was barely any room for the bed and that was it when they didn't even know each other's real names.

"Okay Shadow, we have it hidden. What are we going to do now?" One of them asked.

"That radio has a lot of value around here. We just find whoever is willing to give the most bits for it. It might be the necessary amount we need to pay…" His boss began to say, when they were suddenly cut off.

The thing that cut them off was a knocking at the door. They knew nopony cared about anypony else around here, so there was only one group it could have been knocking: The police.

"Close the curtain." An authoritative voice barked into the small room.

And immediately, the two gang members went into a sort of trance as Shadow, the boss, walked over and pulled a small curtain over, cutting the beds off from the only other area in the room, which was a space barely big enough for one pony to stand in.

"Lay on your beds." The voice said to them.

And they did. They lay on their separate bunks, lying in a straight, inert pose.

"Now listen. The amount I have set for you to pay this week is 60 bits. The radio you have hidden in the pumping station in the sewers will not cover that, no matter who you find in his city. You will pay, rest assured of that." The voice said, hissing the information into the deepest and least used part of their brains.

"In other news, Mr. Numeral has obtained two bars of chocolate. He is going around, trying to sell them in order to pay the amount I have set for him this week. You will only give him no more than 20 bits for the bar, despite the fact it is worth more. This will cover about a third of the bits he is set to pay for this week. He will certainly come by you, so you will follow this step when he does. Nopony else will try to sell anything to you this week. You may get up and open the curtain when you hear me leave."

And the sound of hooves clopping out of the room was heard.

The two got up and they pulled the curtain back, and then came out of their trance, not really remembering that anything had happened at all.

The small gang thought nopony knew what they were doing. But the fact is that the only pony who really mattered in this town knew every detail of their activities…

**=Gaia, Equestria, The City, The Deserted Streets, 1103 C.E. =**

The Doctor took notice of how dark the lack of a moon or stars made it. You could faintly make out the figures moving in the dark, but in the light they looked about as colorless as the town around them. The Doctor moved in closer to his companions, who were glaring at him for rushing off.

"Doctor, you can see about as well around here as spelunking without a light. Don't you have anything with you?" Puzzlehunt asked as he craned himself close to the Doctor so he could see him.

"Yes indeed." The Doctor said, withdrawing a flashlight from his pocket. He switched it on. "Let's have a look in one of these houses."

Puzzlehunt and Trixie shot their heads at him and gave him a look like he was insane (which they were still not convinced that he wasn't)

The Doctor waved the flashlight through the blackness, finding his way to the door of the buildings in front of them. He turned around and shone the flashlight behind him to let his companions find him in the darkness. Once they caught up with him, he grabbed a hold of them and dragged them through the door. They weren't exactly pleased about that.

"Now what do you suppose is in here?" The Doctor asked, looking around the dilapidated scene in front of them. The place was old and empty and everything was strewn around the floor. It was a mess.

"Oh, I don' know. Probably something not important like bloody mutilating death." Puzzlehunt said, gritting his teeth and walking forward through the light of the flashlight, knowing there was no way he was going out into the darkened part of this place.

Trixie rolled her eyes and followed him. "You know, I'm certain that's exactly correct." She used an illumination spell to extend the light they were standing in. Puzzlehunt followed suit. The whole room was filled with light and did not show any signs of something that would jump out and administer the bloody mutilating death to them. They relaxed a little, knowing that. But this was a four story building (Although they didn't know that) and knowing the Doctor, he would want to look through every single one of them, not just this room.

It didn't take long for their worries to be confirmed. "Let's go in there." The Doctor said, gesturing to a door in the room.

Puzzlehunt was so frustrated by this that he briefly dropped his illumination spell and was plunged into total darkness as the light of the flashlight didn't really extend over to where he was. "Ack!" he cried out.

The Doctor was about to shine the flashlight over to him, but then the light was filled up. There was a ragged looking pony stared at them, and they noted his whole body was colorless. He was wearing a headlamp and was staring at them. He didn't look happy (Of course, that was a given). "What are you doing here? This is my home! Nopony goes here so I have claimed it and its my home! Nopony else can come here! This place is closed right now!"

Then the Doctor and his companions looked into the next room and recognized it. It was a grocery store that did not look like it had enough food to feed the three of them, much less the population of whoever lived in the city.

The Doctor began to say, "I'm sorry sir, we didn't know this was-"

But his voice alerted the store owner to something. He looked at them intensely, his eyes growing wider with each passing second. He memorized every detail of their bodies into his mind as it really sunk in. "You are colorful…quite colorful indeed."

Naturally, Puzzlehunt got nervous. "Uh, yeah. We'll be on our way now…"

"No." And with that, we set about attacking them. He quickly drugged the Doctor's companions by darting forward before they even had time to react and knocking out the Doctor.

Their adventures have all been starting the same way a lot recently, haven't they?

**=Gaia, Equestria, The City, The Apartment Near the Edge of the City, 1103 C.E. =**

The small gang of two were sitting on their beds, discussing their game plan for the next month or so. They couldn't coast on that radio forever. They wouldn't even be able to coast on it for one week, when their payments to Cord were due. One of the many names people knew the king of this city by was Cord. He hadn't given them a formal name to address him by, so they mostly didn't address him at all on the exceedingly rare occasion that he made a public appearance. They were free to call him whatever they wanted when he wasn't around.

"Okay Noir, we need to figure out how we're going to do this. We need to have a plan for what we should do from here. We need to keep out stash stable. We need to keep getting food and water. How are we supposed to do that when it's getting more and more dangerous to even leave this room?" The boss, Shadow, asked his associate.

"Look, we both have figured out by now that nopony else matters. If we need the cash, we won't be able to get it from broken things we find in the buildings any longer. We know where the ponies who are headed into the Haven are waiting. They've got the money. We can get it from them." Noir said, knowing it had come to that.

Shadow accepted the plan without batting an eye. "Fine then. If that's what we have to do to survive, we do it. Plain and simple."

"Plain and simple." Noir agreed. "Shall we get started?"

"Not just yet. We may be able to beat the rush today just yet. It won't start for an hour, so going now will give us a head start." Shadow said.

There was a high ration for food, and the market would be flooded in an hour for ponies to take what they could get. And Shadow had a feeling that there would be something for sale today that he would really want to be the first to have. He was making a business decision here, and he had a gut feeling he wouldn't regret it.

**=Gaia, Equestria, The City, A Market Building, The Meat Locker, 1103 C.E. =**

Puzzlehunt woke up in a well lit room, and he realized two things: 1. It was cold. 2. He understood why the stallion was so interested in their color. His colorful coat made the biggest standout imaginable against the black and white background of the place. And then he made a new discovery: The place he was in was a meat locker, where grey scraps hung from chains on the ceiling. And his hooves were tied down to one of these chains, leaving him to dangle. He shivered.

He saw Trixie was hanging not to far from him and was already awake. For some reason, the stallion that had knocked them out had decided not to tie the Doctor to the chain: instead, he was tied to a box on the ground. He was wide awake as well, and looked rather bored at his situation.

The stallion that ran this store walked in. "Ah, you are all awake. A pity. It would have been much easier if you were asleep."

"What would be easier?" Trixie asked.

"Well, I don't know how or why, but you have color. You are fully colored beings. We want to have color back. So, color has become the greatest things in the world, and none of us have it. Ponies would make another pony wealthy just for a discarded candy wrapper if it still had its color. And you are coated in it. I could sell you all and gain a penthouse suite in the Haven." The stallion said, obviously happy.

"What's-"

"But it would make me even wealthier if I made you last and sold you to everypony. They'd give up on eating for 2 weeks if they saw even a cap full of you blood. A square inch of your skin. The market rush will open in 1 hour. If I carved you up now, you'd still be fresh when that happened." And he picked up a butcher knife and walked over to them.


	3. Chapter 3: The Market Rush

Chapter 3: The Market Rush

**=Gaia, Equestria, The City, The Market Building, The Meat Locker, 1103 C.E. =**

The stallion that was running the market looked doubtful about what he should do next. And it wasn't that he was changing his mind about this. "Let me see. Should I skin you first, or drain out your blood first? And which one should I start with?" He pondered over this, looked over the Doctor and his companions, who he had tied down to a point where they wouldn't be able to get out by themselves. A metaphorical lightbulb went off in his head. "I know!" And he walked over to the wall and pulled a lever.

The chains Puzzlehunt and Trixie were bound to dropped a bit, causing them both to fall down to the ground (But they were still tied down). If you're wondering why they hadn't teleported away yet, there are three reasons: One. Usually the thought of being carved to pieces and sold to maddened crowds tends to make one's survival instincts kick in and that shuts down most of those mental functions. Two. This meat locker was a freezer, and it was turned down colder than their magic could even function. Three. Being dropped on to a hard metal floor had disoriented them quite a bit.

The stallion took the knife and carefully cut off the end of Trixie's mane. He grabbed the hair before it landed on the ground and put in a small jar.

"Oh, first my cutie mark, and now my mane!" Trixie yelled out.

"You don't have a cutie mark? It's right there!" The stallion said.

"It disappeared in a story I'm not willing to go into, The Doctor says it'll come back shortly, but in the meantime I've been painting it on!" Trixie said, too cold to realize it probably wasn't a good idea to be giving out information about herself to a guy who wanted to sell small pieces of them for a fortune.

"Hmmm. That means you aren't worth nearly as much as your friends, despite the fact that your colors are more bright." The market owner said, cutting off another teeny bit of Trixie's mane. He jarred this one as well. He had enough jars to put in every little piece of them he would cut off. And that was a lot.

"So, what do the ponies that buy our bits do with us?" The Doctor asked inquisitively.

"Well, blood will most certainly be the best seller. And what ponies usually do with that is pour it on themselves so they can feel the color red on their body. Also, they'll probably drink it to feel the color coursing in their body." The stallion said dully. "I might help myself."

Trixie wanted to die with as much dignity as she could, and she was trying really hard to make it so that her last sensation wouldn't be being violently ill.

"And they do the same kind of thing with all of your other parts."

And she was failing badly.

"Heck, that's survival of the ones who want it the most. You can't be surprised if somepony doesn't try to bite you before I set you out. And seeing as how I'm the only pony here…"

The stallion bent over and bit Trixie's leg really hard. Some blood dribbled out, but he caught it in a bucket. Her friends looked on in disgust as he licked the blood on his lips, smiling happily.

And now Trixie was finished trying to maintain her dignity. The only thing keeping her from throwing up was the thought that this maniac was just going to scoop it up and sell it. She wondered if fainting was an option, because she had no interest in going on thinking the thoughts she had in her head right now.

When the cut had stopped bleeding, the stallion put a bandage over the wound. "I'll get back to that later. He dumped the cup of blood he had collected into two of those small jars.

Trixie knew that this was the kind of stuff that happened to ponies in horror novels. The thought of it was not, needless to say, a pleasant one. She may not have thrown up, but there were other ways for her body to show that she was sickened. Beneath her coat, her flesh paled a little. She hoped it would stay that way. The stallion that was slowly giving her a haircut wouldn't be happy about that when he saw it.

Her ears had pressed down on her head. She noticed that The Doctor was trying to reach for his pocket. His pocket… She knew what was in his pocket, and she knew that the ropes he was tied to the floor with were long enough for him to get it. She saw Puzzlehunt saw it too, given as he had perked up from his place on the floor.

The Doctor knew he was lucky that the ropes were so long. He wasn't expecting to get something like this often. Still, he opened his pocket and was able to pull out his sonic screwdriver. He kept it in his hooves as best he could and turned it on. It quickly broke his shackles. He needed to stay quiet. He knew a pony holding a butcher knife was nearby and he didn't want to alert said pony that he was free until he had a plan. In fact, he already had a plan, but there were multiple steps to it. The Doctor quickly opened up the chains that Puzzlehunt had on. They made their way over to Trixie. She saw them and gave them a look that said _Hurry up!_

And Puzzlehunt was able to warm himself up enough to lift up a box with telekinesis. He raised it over the stallion, and dropped it. It knocked him unconscious pretty quickly. The Doctor got Trixie out of her chains and they got out quickly. They weren't too eager to be here when the stallion woke up.

But they didn't know that the stallion wouldn't wake up, as he had been crushed to death by the box that had dropped at him. He was going to lie there forever, leaving behind the bits of Trixie he had collected.

And Shadow and Noir walked into his market shortly after the Doctor and his friends took off. They saw the body. But they didn't care about that. What they did care about was the small jars of color that had been left behind. Licking his lips in satisfaction, knowing he had been right about coming here early, he darted forward and stuffed the jars into his cloak. They took off, knowing the vast importance of what they had found.

They had obtained real color. They were going to be rich.

Meanwhile, the Doctor, Puzzlehunt, and Trixie were running for their lives. They had just escaped being cut to pieces and sold to the highest bidder, and even The Doctor didn't have the interest to find out what else was around this city.

Unfortunately, they were so panicked they forgot to turn on the flashlight. And they weren't close together enough.

The Doctor had a link to the TARDIS. He could find it even with his head cut off. He made it the TARDIS in mere seconds and waited for Puzzlehunt and Trixie to catch up.

It took him 10 seconds to realize that his companions were lost in the dark in a hostile time.


	4. Chapter 4: The Toll it Takes

Chapter 4: The Toll it Takes

**=Gaia, Equestria, The City, The Streets, 1103 C.E. =**

Trixie breathed heavily as blood spilled from her body, her cuts opening back up. She tried to seal them back up with magic, but found the experience had taken too much out of her to do it just yet. She looked into the darkness, realizing that she had passed by the TARDIS and was lost in a place where she could hardly see anything. Her eyes darted around. She let her eyes close. Taking several steps forward, Trixie decided to do this carefully. She knew full well she could definitely make it by herself, but didn't want to risk her own life by just running around and potentially crashing into things and breaking her own neck. She held her hoof out. She couldn't feel anything in front of her. She tried to cast an illumination spell. It worked, but it came across as really feeble and didn't really help her all that much. It only allowed her to see about one foot more. She tried to pt more energy into it.

Part of her body went numb, but she held it. She walked ahead with slightly more a sense of where she was going, and just decided that anywhere inside would be safer than out on the streets where ponies were after her color, something she had plenty of. She would stand out like a sore hoof around here. And so she had no choice but to just keep her guard up. That wasn't too hard. She felt the blood coming down her leg, but she ignore it. It wouldn't do anything to her, she was sure of that.

**=Gaia, Equestria, The City, The Apartment Building Near the Edge of the City, 1103 C.E. =**

Making absolutely sure not to let anypony see the jars tucked away in his cloak, Shadow made his way into the building they lived in as inconspicuously as he could make himself. There was no guard watching him, as far as he knew. He and his partner walked about the streets, which here were slightly less in disrepair than the streets where the Doctor had landed. They gazed up longingly at the tallest building in the entire city, a 50 story or so building with light coming out of all the windows. It was the dream of everypony in the city to get into that building. They knew that once you went in, you would never come out, and that meant you would never have to experience the hell that was he outside would ever again.

Shadow whispered something to Noir, and they split up, with Noir going through the door of their apartment while Shadow got in a different to advert suspicion away from them. Noir took off his cloak, handed it to Shadow, and watched as his partner darted away. He went out into the streets, trying to create the illusion that he was a different pony than the one in the cloak. This was easy because he knew exactly what average ponies did walking along the streets. He did the same thing often himself. He looked up to the Haven and thought of how to reach it.

Three years ago, a thing that had the shape of a pony came to the town. They didn't remember how, but he took away the color. Just sucked it out of the town. And nopony had gotten over it since. They kept paying him, knowing that eventually he would have enough to be willing to bring the color back. He hadn't yet, but everypony knew he had to someday. He did offer a solution for some ponies though. There was a building. If you had enough money for yourself, you could live there. There was all kinds of color and happiness there. It was called the Haven…

Noir entered the apartment building, and thought that with what they had found, they might finally have enough money to get a place in the Haven.

**=Gaia, Equestria, The City, The Streets, 1103 C.E. =**

Trixie was startled when the streets around her suddenly became easy to see. Her eyes had adjusted or something and she could make out everything around her. She could see where she was going much more. It was quite an experience, for she was quite unprepared for what she was seeing. The building and streets were completely untouched, but there was an unpolished dingy look about it. She saw the ponies standing in the streets looking upwards with lust. She could not see exactly what it was they were looking at.

But one was looking at her. And in her eyes was hunger. The pony began to walk at her.

_Don't attempt to fight it. You'll really just fail like all the other things you do. _She was surprised when a deep male voice said this in her head.

_Nonsense. I'm the Great and Powerful Trixie. I can do anything, _she retorted back to it.

_Are you overly sure of that? What made you decide that a few simple magic tricks that can't fool anypony and some words in a loud voice made you Great and Powerful? It seems overly silly to me. It seems the only thing Great and Powerful about is your ego. But I suppose you believe you're fully capable of proving me wrong about that._

_Indeed I am. I am Trixie. I am The Great and Powerful Trixie. Just because I boast about it does not make it untrue._

_You may be Great in your skill at inflating yourself. But you inflate yourself enough that all a pony has to do is touch you and you'll pop. Let's see you make that Powerful. _

_I will! I will do it! I am not at the brink of breaking, just so you know. I am quite ready to continue going up._

_It's not all that far to go._

_Trixie does not have nothing! Trixie has all that she needs! She is the Great and Powerful Trixie!_

As if tired of continually hearing her repeat the same thing over and over again, the voice stopped talking. I seemed to back up to watch her prove her claims of being Great and Powerful.

She smirked. She came back to reality to see the mare that was advancing on her only 3 feet away. She reared up her magic to make a swift victory. The voice seemed to have completely erased the memory from her that she had been weakened and couldn't really make any powerful magic.

She didn't even notice as blood dripped from her to make a tiny puddle on the ground. But she was very surprised when instead of attacking her, the mare jumped onto the ground and started licking up the blood to get the color into her system. She looked on in disgust, and tried to power up her magic to try to shoot the mare away. Because she didn't remember she was in a weakened state, the realization that she couldn't do it created only utter horror in her. She wasn't Great and Powerful…

And the mare jumped up and chomped on her leg. She screamed as more blood gushed out of her, but it died as she let the thought that the voice had been right. She hadn't been Great and Powerful enough to defend herself after all…

And all the color flowed out of her faster than the blood.

Not far away, Puzzlehunt had felt the same sensation when he realized that he could see around him quite well. It was strange. He wasn't really complaining about it though. He chuckled that something good had happened to him after all. He walked away, knowing that now it would be easier by far for him to find the TARDIS again.

Then all of a sudden the lights disappeared, and he got the dizzy sensation that he was falling.

And then it stopped and the lights came back on again. He breathed in, trying to regain his bearings from the incredibly sudden moment that had just took place.

_Well isn't that odd? It appears you had taken a tumble there, and you didn't even move. I suppose that isn't all that different from your personality, _a deep voice said.

"What?" He asked.

_Well, you just let all of your problems just fall away from you. Oh that's right. No you don't. You can't let any of you issues go. You just act like you do._

_And what is that supposed to mean?_

_You never seem to let anything go. Your brother wasn't very nice, but he's not here anymore, and he won't ever be in your life again. You became the way you are so you wouldn't have to deal with him, and you're still like that even though he isn't here anymore. You don't drop any of your problems. You hold onto them and let them make you bitter, acting arrogant because you wouldn't be able to function if you didn't have that much self-confidence. Gee, what a stallion._

_I doubt that you're actually a part of my personality, so you have no right to be making judgments about me. Go away._

_No, see, I doubt you'd be able to last for 10 seconds without that mask of arrogance. And I can take it off. We can both see for ourselves._

Puzzlehunt snorted. _Yeah right. I am not stupid. I wouldn't let you into my mind. You'd do something bad to me in 10 seconds._

But the voice surprised him by speaking in Mystery's voice. _Are you that afraid of me? You always claimed to be an individual separate from me. Yet you appear to be totally afraid of being an individual. You know you're no different from me, and you don't want to be…_

_Shut up! I will be different! You can do it to me!_

_Oh, it is too easy._

Puzzlehunt gasped in pain as something simply ripped a part of him away easily. His color drained away with it.

Whatever it was left swiftly, returning to its home in the Haven.

The newly converted Puzzlehunt and Trixie no longer had a direction to go in, so they just walked away.


	5. Chapter 5: The Things Around You

Chapter 5: The Things Around You

**=Gaia, Equestria, The City, The Streets Around the Market Place, The TARDIS, The TARDIS Console Room, 1103 C.E. =**

The Doctor stepped into the TARDIS, bending over the console with a worried expression. He needed things to help him out before he could go back out there. Well, he could go out there without anything, but he probably wouldn't last very long. There was no way of knowing exactly what the ponies out there would do without information. He needed to know why the ponies out there had no color. So he would have to talk to somepony. The thing is, if most ponies reacted to seeing color the same way the shop keeper had, he didn't want to talk to them.

No, he would have to be a bit more discreet about it than that. He grabbed a flashlight from nearby. He could tell that you couldn't really tell if somepony was colorful in the darkness, so he would keep in the darkness. He pressed the button to open the TARDIS doors. He was ready this time around. He stepped out, making sure to close the doors behind him.

The darkness was not as dark as it had felt the last time now. His eyes seemed to be more used to it. He wasn't even sure why his eyes didn't adjust the last time, as he was plunged into total darkness on a regular basis during his travels. He shrugged it off and turned on the flashlight. He saw that some ponies were coming out of the market they had just been in, while a flood of them were piling inside. It looked like they were trying to get the food that was stored there. But some of them were only coming out with very tiny amounts, while some ponies were just coming out with cuts and bruises. The Doctor doubted that even having the shop keeper there to keep the crowd in check made the crowd any better than it was now. He noted none of them were coming out with the pieces of Trixie that the shopkeeper had taken away. You would think that with a crowd as ravenous as that, they would have ripped their way into the meat locker where it had been left behind and found it by now. Then again, somepony cold have come along and taken it before the crowd had even gotten here. He noted that all the ponies were headed somewhere after they left. Yes, he knew it was their homes, but they looked like they were going somewhere else too. Somewhere important. He followed them in a tip toe kind of manner, making sure not to set them on him.

After they went through the streets for 13 minutes, the Doctor watched as some of them went into their homes, but quickly left them again and rejoined the crowd. The Doctor took this as confirmation that they were going somewhere. He kept following them. They would lead him to where they were going eventually. Then the Doctor saw two ponies in the crowd that shocked him.

Puzzlehunt and Trixie were making their way through the crowds. They still had all the same features as they did before, but other than that, there was absolutely nothing that about them to distinguish them from the rest of the crowd. Their color had drained away and they fit totally into the black and white backdrop of the whole place. They had a look in their eyes. A look that their whole lives were devoted to finding something they'd never get. The same look as everypony else walking around this messed up city.

It looked like they were barely thinking about anything at all.

Okay, that was very bad. Clearly. Something had happened to them. Obviously the same thing that had happened to the ponies here whenever it was they had gotten into this state. He thought about whether or not he should try to talk to them. It took less than 5 seconds for him to decide that it was for too risky. It was unlikely that they would even recognize him anyway and if they did, their current mental state, if it was anything like the shop keeper, would probably lead to them not caring.

If he got close enough to them, they would be able to recognize he had color and would alert everypony else while they were devouring him. So that was a no. No, he would just keep following them. He figured if he wanted information, he would find it as carefully as possible. He was rather fond of this regeneration, and was not interested in losing it right now. And he began to see where all the ponies were headed toward.

It looked like a slightly smaller version of an American football field, and there was nothing painted on the grass. But other than those details, the field, the bleachers around it that all the ponies were seating themselves at and the area around it were pretty much exactly the same. Well, there was one other difference, but by now I don't think I have to tell you it was in black and white.

The Doctor split away from the crowd once the got through the gates surrounding the area. The spotlights over the field were on incredibly bright, and they would give away that fact that he was all colorful almost instantly if he kept with the crowd. He would try a different way of watching whatever this was.

He looked around for guards as he ducked behind a column. He would sneak his way as close as he could without getting caught. He found that there were no guards in the area. He found that to be strange, but he shrugged it off.

He ran for the bleachers. He ducked behind them before he edged his way over to the fence surrounding the field and ducked behind it, making himself unnoticeable from the field and the bleachers which housed every single pony in this city while still being able to see through the fence and know everything that was going on.

And when everypony had entered, they sat down in the bleachers. The grass in the field was green. It had color like it was supposed to and everypony there was looking at it hungrily. They seemed to ravenously run forward and press themselves up against the fence, but found they could not muster up enough strength to break through it. Eventually they settled down and sat back in their seats begrudgingly.

The Doctor watched with interest as all the guards walked onto the field, taking their place on the field. Then another pony took his place in the center of the field.

Well, it might have been a pony. It seemed to have covered most of its body under a brown trenchcoat, but what was revealed was pretty bizarre (And we're not talking by the Doctor's standards, of course). There seemed to be red lizard scales covering one of its legs, shaggy blond fur covering another, and the front two appeared to be lion's legs. The lizard scales extended up its neck, and its face was black and did not conform to what a pony's face looked like at all. It had odd horns that curved backwards too far to actually help it even a little in a battle. It had snake fangs, a snake eye, and the other eye had a rectangular pupil.

It was the leader of this city.

"Hello." It said simply in a choppy yet deep voice. "I am here today to share yet another report you would like to hear on the state of the world. I feel no need to feel for you, nor to help you or to care for you, but I am still doing this because I want you to keep believing. Keep believing in me. Because if you didn't, you would have no reason to help me. But then, I suppose you have a big enough incentive already to keep following me. Whatever. We all know I have taken the color if this city. It's all in my hooves alone. And I know that it is what you need. What you would give anything to keep a hold of but you still take it for granted. You give everything to me to make me return it. But you still haven't given enough."

Every single member of the crowd erupted in a primal scream.

"You have given me billions of bits and have nearly sucked this city dry. But you have not nearly given me enough to satisfy me. I will not give this city back until you give me almost everything there is to have in this city. This city is a city that had much. It had enough to stay afloat as a city and all the ponies in it to be happy. No different from any other town. I don't want it like that when I leave. I want it so that this city will crumble to dust the second the color returns. Then the color will be returned. But it will be worth it, won't it?"

Without even thinking about the statement, everypony there agreed with him.

He looked at the shabby stadium around him. "Don't worry, it won't be much longer now." He smiled.

It was one of the worst speeches The Doctor had ever heard. That pony had barely expressed anything but contempt and a need for the ponies in this city to blindly give to him. The ponies in this city must have been brainwashed pretty badly to buy into this dreck.

And without missing a beat, he pointed and said, "Ponies, there is a colorful pony hiding directly behind that fence right there, and you'd probably like to be the first to have him. Just a thought. You are all dismissed to your shabby existences." And he walked off the stage.

And every pony began to stampede for where The Doctor was hiding at. He quickly decided he had enough information and began to run out of the field as fast as he possibly could. The lights all caught his color in perfect detail and reflected it across the field, sending every one of them after him.

He ran through the grey mud and out of the property. He ran as fast as he could until he was out of the range of the bright spotlights of the field and into the darkness. This time it was as pitch black as it was when he had arrived. He didn't even know the name of the place or what it was, but his senses told him there was one place he needed to go now that he had seen that: The Haven.

But he struck something. An invisible barrier maybe. He didn't know, he couldn't see anything at this point. In this darkness he wouldn't be able to find his way around at all.

But he could hear the sound of the ponies chasing after him to take some of the color they chased after fanatically. And he was stuck here. They just might be able to catch up to him.


	6. Chapter 6: The Hunting Vampires

Chapter 6: The Hunting Vampires

**=Gaia, Equestria, The City, The Very Edge of Both the City and the Light, 1103 C.E. =**

The Doctor knew he was pinned, and he knew he had to make his way out of there as fast as he could before the ponies chasing got him. Those were the obvious things about his situation. There were also several obvious ways he could get out. He pulled a flashlight out of his pocket, taking care not to drop it, as he would never be able to find it again in the darkness. He quickly turned it on.

And nothing. Something told him that the flashlight was not out of batteries, it was on, but it was not penetrating the darkness here. He sighed and put it back in his pocket. He knew that whatever it was that was back here, he could get out of it in one other way: just make a run for it.

And he did. He ran through the darkness, hoping that his superior sense of navigation would be able to get him back into wherever the light was without him tripping over anything or running directly into the ponies he was attempting to avoid right now. And even though he didn't have sonar like a bat, he seemed to know exactly where to step and where to go simply because he did. He kept running, hoping that he would be able to outrun the ponies that he could hear running after him long enough. They seemed to know where they were going the same way he did, but they didn't seem to be able to run as fast as he could. It made sense as he was well accustomed to running. It was something he did all the time: running from other people. The fact that he had four legs to aid him and keep his balance now helped quite a bit as well.

He thought he might be beginning to see the light at the end of all this darkness. It made this seem like a tunnel of pure emptiness. Oh, shut up about making analogies right now, he thought to himself. Just focus on getting away from them and then you can worry about what it was you were just running through. He exerted himself even further to make him run faster and get to it faster. Damn, it was one of those times where you have to run to the end of the corridor and it seems to be getting further away from you.

And just as he managed to make his way through, the ponies caught up with him and jumped at him.

**=Gaia, Equestria, The City, The Great Place, 1103 C.E. =**

Shadow and Noir made their way out of the field where the thing that ruled this city had given his speech. They were pretty much the only ones that had gone there that hadn't started chasing the Doctor when it had announced he was hiding behind the fence. As far as they were concerned, they had already gotten what they needed. They already had tons of bits stashed away that they never used, and ponies would pay so much for the color they had already collected that it would make their pile enough to get into the Haven. From here, they just had to sell the color, and that was it. They had it made from there on out. They knew there was nopony to watch them as they walked to their apartment building fro what they hoped was the very last time. They had no need to look around shiftily to avoid the police of this town. They didn't have to take any precautionary measures as they walked into the building because they couldn't trust the guy at the front desk (No, he probably wasn't the landlord. But he sat at the front desk to make himself authoritative and have the ability to search ponies to see if they had something he want). Everypony was off chasing after that color pony, because it had said he was there and that meant everypony had to want it. Shadow and Noir did want it but they chose to ignore it. They were getting into the Haven now. Things could go wrong, but nothing would stop the final outcome.

"Three years of this hellish place are coming to an end." Shadow said to himself, taking pleasure from the phrase. "Three years…"

They scooped every single bit they had into their bags, did the same with the jars of color, and left the place. There was no paperwork they would have to come back here and sign once they got the necessary amount. Once they had enough, they would just go. Everything would be taken care of once they got there. Everything would be fine.

They walked out into the streets, looking for ponies who had given up the chase and had gone back to their homes. There weren't any yet, it was still just a bit too early for that, but they could wait. Waiting would be easy. They leaned against the walls of the building nearby and smiled at each other. They could wait. It would only be maybe 15 minutes. It couldn't be any longer than that. They could most certainly wait that long. It a place like this, you had to develop the patience.

**=Gaia, Equestria, The City, Back in the Light, 1103 C.E. =**

The Doctor was knocked down to the ground by one of the ponies, but managed to get himself up before the pony could attempt to bit him. He realized that in that in the time it had taken to pull himself up, he had lost enough distance that almost all the ponies chasing him were upon him. He thought fast for a way that would get him out of this. He was struck with a theory. If the things he knew about people applied to ponies, it would probably get him out of this. Yes, this plan just might work. So, with few other options, he grabbed the end of his lengthy scarf. It wasn't as colorful as his old one had been, but it would be enough to do the trick.

He swung it forward, causing it to go around one pony's neck. She realized that something colorful was touching her, and she cradled it…and then she screamed it pain. She immediately tried to fight it off of her, but the Doctor tied it around her neck, and she was too panicked to actually remember to untie the knot. She just tried to rip it off, flying into a greater and greater panic as she realized she couldn't.

The Doctor finished it. He shined the flashlight through the scarf making its burgundy color incredibly bright. The pony screamed once more before fainting entirely.

"So you spend your entire life trying to get color, but you're so used to black and white that the sight of color is painful to you. Isn't that something." The Doctor noted. And he swung his scarf around, using it to drive off any pony that attempted to get near him. He was not expecting getting rid of them to be this easy, but he was glad it was due to the sheer number of the ponies coming after him. He noted that after seeing what he was doing, the ponies, who were more intelligent than zombies (At least, just a bit anyway) wisely took off away from him. That didn't mean they weren't going to come back soon. The Doctor chose to leave the area quickly. He looked down. He saw that two of the ponies he had rendered unconscious were Puzzlehunt and Trixie, his friends, already rendered practically mindless and now rendered unconscious.

"I'm sorry this happened to you." He said in a dull voice. Without another thought, he took off, leaving them behind.


	7. Chapter 7: The Journey

Chapter 7: The Journey

**=Gaia, Equestria, The City, Somewhere in the Streets, 1103 C.E. =**

Shadow and Noir were waiting. They could see that some of the ponies who had been chasing the Doctor were returning to their homes. Good, that was perfect. They could tell that the ponies hadn't been able to get the Doctor. They hadn't been able to get his color. They were all disappointed. They had been so close to getting color, and then they lost it. And then, right when they come home in defeat, a pony comes by selling color! Ta-da! The ponies would pay hundreds to get the color, making them feel a form of satisfaction that they had made up for the color they had lost. It wasn't nearly enough to make up for it of course, but these ponies wouldn't care. They would be too happy to obtain this color to care. They would pay hundreds of bits and they wouldn't care. It was so gloriously perfect. This was a more perfect time to have this color than would ever come again. So perfect.

The reason a moment like this would ever come again was because the Doctor could not last forever. And when they got him, they would rip him to shreds. No one pony would have him. And sooner of later, his color would run out. And then the ruler of this city would take precautions to make sure that no pony that had color like he did would ever be able to come here again. No more color. Sure, some might be found in the darkest pits of this city, but it would never be enough to match the color that the Doctor had. This moment of happiness would never come again.

But that did not matter. No, Shadow and Noir would be able to reach the Haven soon. It was the place in this town that had more than enough color to replace the color that had been pulled away from this city. They walked up to a pony who looked especially dour and began the sale.

"What is ever the matter, madam?" Noir asked, faking a regal attitude.

"I was this close to reaching the color, but it got away from me. I lost so much color." The mare said, her speech slurred quite a bit as if she was having trouble making words.

"Well, we have some color with us." Noir said.

The mare's reaction would have actually been quite comical, but Shadow and Noir were close to being as happy as you could get around here and didn't have room for more. The mare jumped nearly a foot into the air, her eyes widening and her fur ruffling. She fell down to the ground, trying to scramble to her feet at the speed of sound and continually tripping and falling, her mouth agape as she looked at them with a barely describable look of shock, insane glee, and partial horror.

"You do?" she said, her speech perfect this time around.

"We absolutely do." Noir very cautiously pulled one of the jars of blood out of his bag for good measure. "And we would be willing to give some of it to you, but here is a matter of how much you're willing to pay for it…"

The pony immediately darted off enthusiastically. Shadow and Noir knew what this meant and patiently waited for the pony the return.

At least 10 minutes later, the pony returned with two heavy bags. "This is 100 bits!" She declared, gesturing to both bags. "I'll give half of it to you for that jar!"

Shadow and Noir beamed at each other. "Sold!" they said simultaneously.

She immediately handed them one of the bags. She took the small jar of blood and opened it. She immediately lapped up a quarter of it, saving the rest of it for later. She carried it and the other bag off without another word.

Noir looked through the bag. "This is way more than 50 bits." He said.

"I doubt she was thinking clearly enough to count what she was giving us." Shadow said. "We got six of these jars left. We're getting into the Haven for sure. We don't even have to sell two more of these if they'll all pay like this. We should just sell the other jar of blood for good measure. We just leave the others behind where nopony will take them for a while."

And Noir dashed off to hide the five jars of hair under the bed in their apartment while Shadow sold the other jar to a pony returning from the chase. I won't go into details of what the sale was like because it went almost exactly like the last sale. The pony paid Shadow about 150 bits for the tiny jar without even thinking. Shadow added it up and noted that this doubled the stash they already had.

When Noir returned and rejoined him, they finally began to set off for the Haven.

**=Gaia, Equestria, the City, Somewhere in the Streets, 1103 C.E. =**

Meanwhile, The Doctor was headed to the same place, and he was nearly halfway there. He was crossing through the streets, and his journey was going on without incident. Unfortunately, his curiosity got the better of him. He wanted to know why there was nopony out and about right now. He went into one of the buildings. He knew how to fight off any pony who came near him, so he would be fine if he was attacked. He figured that there wouldn't be any major impediment between him and the Haven. He strolled inside the building.

No, it didn't look like anypony lived in this place. He looked around and it looked like nopony used it at all. There was nopony here and no signs that anypony ever came here anyway. He wondered what this building had been used for before the color had been taken from this city. In the darkness, he couldn't really make out its structure. He turned on his flashlight.

Yes, this was definitely a hospital. He couldn't believe he didn't notice that before. He was standing in one of the wards right now. He could guess that it had been abandoned for a while. Papers and other junk was strewn around the floor, but the walls and floors and all the equipment were untouched. Nothing was really decaying. He looked at the signs pointing out all the different wards of the hospital. He looked around. He felt it was odd that nopony ever came here when it would make a perfect spot for refugees to take shelter in. He just wanted to find out if anypony was here. It wouldn't be a big impediment on his path. He could search every nook and cranny of this whole building and it wouldn't really matter. He wasn't really worried that Puzzlehunt and Trixie were getting farther and farther gone as he waited, because he figured they had already gotten as far gone as they could get. He wasn't worried that he could get killed her, because he knew totally how to defend himself. Time was not a factor this time around.

He recognized the next room that he went in. It was the morgue. All the bodies were still covered up, but their bodies had been pushed out into the open. He pulled out his sonic screwdriver to figure out what killed the pony as he pulled the blanket away from the body.

He scanned it over. What the scan revealed was that this pony's body functions had just stopped. Yes, it had just spontaneously died for no apparent reason. And just like that, the Doctor was worried. Being black and white for too long had simply made this pony drop dead. He scanned the others. They were all the same way. Having no color for too long had simply made these ponies bodies break down and die. That could happen to his friends. Probably even quicker than it had taken for these ponies to die. They would just collapse right in the middle of the street, and then they would just be left behind in this room and forgotten.

And now he was even more certain that he had to get to the Haven, because he knew that the answer would be there. He could save all these ponies before…

And from under the blanket that covered one of the dead ponies, a hoof extended out from under it And it grabbed the Doctor by the leg. He screamed as he was pulled down to the ground. And he didn't have time to get up before several more hooves grabbed him.


	8. Chapter 8: The Inside of a Sanctuary

Chapter 8: The Inside of a Sanctuary

**=Gaia, Equestria, The City, The Haven, The Lobby, 1103 C.E. =**

There are actually many words that could describe, although not totally, the excitement that Shadow and Noir were feeling as they went into the Haven, the place that all ponies in the city killed themselves in a variety of interesting ways to enter. The word was: Fake. They were immensely excited, but it wasn't truly real. The excitement was that they would have their color back, and they had no clues that they would actually get it back. Fake, or false hope. They were blindly following an ideal. An ideal that had nothing to make it likely or possible. Just a big maybe. It could very well have been false hope. But that was not 1% of why it was truly false hope.

Shadow and Noir walked through the doors of the Haven. The big building that everypony looked to for hope. It had been established long ago that this was a pretty big deal. So it is impossible to imagine the constricting horror that gripped them and nearly made them just die spontaneously on the spot to see that although the room they were in was much nicer than what was in the city, it was still in black and white. They reacted in different ways.

Noir totally lost all self control. He ran around the room like a headless chicken, trying desperately to find the color. He was babbling incoherently and he looked like he would actually snap. It seemed that his brain was not accepting that the place that was the sanctuary, the Haven for everypony did not have the color that was sought for endlessly. Eventually, he tired himself out and just fell prostrate to the floor, barely moving, as if he was just going to curl up and die and end the fictional suffering he felt in his mind.

Shadow was just a bit more rational about it. He was very close to having the same reaction as Noir, but he was able to pull himself back from over the edge and think rationally. He looked around and examined his surroundings. If you've ever been to an average hotel, its lobby looked exactly the same as the lobby in the Haven. Ponies were sitting idly by, reading on the couches that were set out for them, but none of them were taking notice of their lack of color, which is something you'd probably notice if it happened to you.

He looked behind him. There was a pony sitting at the front desk, watching Noir with a rather amused expression. He walked over to her. He stiffened his resolve. "Me and my friend are going to enter the Haven."

At this, Noir seemed to come right over to join him. It was obvious he was shaking slightly and wasn't very well mentally.

"You have the proper change. You wouldn't be able to even approach this place if you didn't." The door pony said matter-of-factly.

They handed her the bits they had collected. She opened a tiny door behind her and placed the bags of money in them. "You go into the elevator. You press the button (or at least one of them anyway) and all your troubles go away from there. Head to Room 101." She said.

They enthusiastically headed off to the elevator. They pressed the button to call the elevator. Without missing a beat, the door immediately opened. They stepped inside. The doors closed and sealed. A row of buttons lit up in front of them. Shadow stepped forward and pressed the button.

They froze in place as a blinding white light filled the elevator, consuming everything else in their line of vision.

**=Gaia, Equestria, The City, The Hospital, The Morgue, 1103 C.E. =**

The Doctor felt himself hit the ground hard. He screamed for the whole of five seconds and began to fight the hooves off of him. The hooves tried to grab him again as soon as he pushed them off, so he got up as quick as he could. He ran out of their grasps. The hooves fell back down to the ground as soon as he did. He chose to observe them from afar. Although he hadn't really gotten the hang of it yet, he was able to pick his sonic screwdriver off the floor with his hooves. He struggling to keep it from rolling out of his grip, and aimed it at the ponies who had returned to the dead. He clicked the button on it and scanned the bodies over thoroughly. He whistled to himself over the results.

"All signs seem to confirm that staying in this monochrome state too long will be fatal." He said to himself in a serious worried tone. "I better hurry."

And he walked out of the room, leaving the bodies behind. He would have time to worry about what made them come back to life later, when he had managed to fix the mess that was going on here.

He went through all the hospital wards again until he had exited the building and was back out into the darkness. His serious demeanor he had put up dropped a little bit and he wondered if it was actually day or night, since it could be either one. The thought made him smile a little. He got lost in the thought as his mood lightened considerably, and he didn't see the pony that was running up to him.

However, you can imagine that he definitely felt it when the pony grabbed him and tried to bite into his flesh and get his color inside of her.

The Doctor quickly staved her off with extremely bright colors and fell back. The mare screamed and fell back onto the wall. Then for some reason, her screams seemed to intensify gradually.

Then they stopped in the very same fashion as a light bulb suddenly exploding. The mare fell down to the ground and did not move. She didn't show any signs of life. The Doctor didn't need to scan her to figure out what had happened. The mare had expired in some way, shape, or form. Perhaps the burst of color that had hit her had weakened her body enough so that death was able to seep in. It was probably that. He did not know. But if it was true, it meant that the Doctor had killed her. Not on purpose of course, but he had killed her. He gulped slightly. This world was starting to make him very uncomfortable.

He broke out in a dead run and ran for the Haven. He was not going to waste any more time stopping anywhere. He was going to get there now. There was only about one more mile in between him and the Haven. He would make it there quite soon.

I don't really want to describe the rest of the run as nothing really happened and it would be rather boring.

The Doctor brought himself to a stop and looked up at the building in front of him. It was very tall. It had to be at least 50 stories. It was rather elegant looking, being a white polished marble. It stood right out in this dark broken down town. He could tell why everypony in this city was so determined to reach this place. He looked around the place, wondering exactly how he should get in. It would be incredibly stupid to try to scale 50 stories, and he didn't see any vents he could climb into(They would probably be trapped anyway). There were no windows low enough for him to jump into. He walked all the way around the large building. It was very symmetrical, and his search only gave him this: The place was designed so you couldn't break in.

So he decided on exactly how he was going to get in: walking through the front door.

He approached the double doors and pushed through them. They closed behind him. He was standing in a well polished room. Ah, it was one of those places were you went through two sets of doors before you were actually in. And that probably meant, well…

A small red light looking more like unicorn magic than machine generated passed over him. It seemed like it didn't normally do that. Oh boy, he was special. The light looked like it was actually going to disintegrate him for a second… but then it simply retracted and the door in front of him opened. He was expecting it to at least detect that he was an intruder. Unless of course it wanted him to go in…

Still, even though it was a valid thought, that didn't stop him from entering the building in a very enthusiastic manner. "Well, I'm finally here!" he said rather loudly to everypony who could hear him.

Now, while Shadow and Noir perceived the room as being in black and white, the Doctor saw it as being in full color, and he found it very refreshing after spending all that time in a black and white city. He walked around the room in a very purposeful manner, not seeming that he was making himself very obvious to everypony in the entire building. He was very relieved, and he had a feeling that no harm would befall him while he was here.

And a pony walked directly up to him. The stallion looked directly at him with lidless eyes, before his brain seemed to reject that he was seeing him and he walked away, not seeming to care all that much that The Doctor had been there. The Doctor found that sort of strange, but it wasn't a big deal by the standards of his daily life. He whistled to himself, even more certain that he wouldn't be caught.

And he made it through the entire room without any incidents. Nopony even looked at him, and if they did, they didn't seem to care. He made it to the elevator and considered going in, but decided against it and went for the stairs. He knew anything bad could happen if he took the elevator. Really, a lot of bad things could happen if he took the stairs, but it was still probably safer.

He climbed up the stairs slowly, still whistling happily to himself, and entered the first floor. He looked down the hallway in front of him. Nothing particularly off about it. It just looked like a normal hallway of hotel rooms.

But something struck him about the first door. Something about it looked important. It was Room 101. He smiled and entered.


	9. Chapter 9: Room 101

Chapter 9: Room 101

**=Gaia, Equestria, The City, The Haven, The First Floor, Room 101, 1103 C.E. =**

Several minutes before the Doctor had entered Room 101, Shadow and Noir walked in and collapsed on the floor, looking nearly unconscious. And they didn't have any of the energy to get up until maybe 5 minutes later.

Noir pulled himself up, his eyes still closed. He opened his eyes and the first thing he noticed was that he could see color. But this didn't come as a shock to him. He searched his memory and found that he had always been able to see color. That was because all he could remember was this room from when he had opened his eyes 5 seconds ago to now. But that did not confuse him. It flustered him a little though. Shadow was the same way when he got up and looked around.

The room was a well lit room that revealed very shiny angled walls and shiny tables with equipment attached to it. There might have been 100 tables or just two, they couldn't tell because the glare form the wall was impairing their vision. There was an official looking stallion with a blue jump suit and neatly combed hair and wire rimmed glasses.

"A stallion with blond fur and a yellow mane and a another stallion with a bright teal coat and a very light brown mane. What are your names?" The stallion said in a serious yet strangely inviting voice.

The stallion with blond fur was Shadow and the stallion with the bright teal coat was Noir and as you can tell, they didn't really live up to their assumed names at all.

"I don't know. I'm not really sure." Noir said in a calm tone. He was not frightened about it. He didn't remember and that was that, and there was really nothing to be worried about. He wasn't panicked by it like most people would be.

"Me too." Shadow said, feeling the exact same way.

"Oh well." The stallion said. "Come over here."

Shadow and Noir shrugged and came over. They weren't worried by the order. There wasn't anything in the room that could actually harm them or much less kill them. They would be all right. They stopped when they were next to the tables and right next to the stallion.

"Sit down on the tables." The stallion said firmly, still holding that inviting undertone in his voice.

Shadow and Noir complied and sat down, but they did not lay down.

"You'll have to sit there for a moment. I'm currently working on a stallion with a flesh colored coat and a brown mane and a mare with a sky blue coat and a lighter sky blue mane. It will only be a minute. Please lay down." The stallion asked them.

They laid back. They didn't care. They were simply not in a hurry. They liked the feeling. They didn't have anywhere to go and anything to do. They liked it indeed.

And then their heads touched against the shiny metal. The rims of their eyes turned golden and they fell to sleep.

The stallion walked back over. He was ready to start on them.

**=Gaia, Equestria, The City, The Haven, The First Floor, 1103 C.E. =**

The Doctor was not even in Room 101 long enough to perceive what was in it before he decided against going in. It would be a bad idea, he thought. He was worried of what could happen to him in there. So he walked down the hallway. He would just climb his way up to the penthouse, where he was guessing that the thing who had been giving the announcement in the field and ruled this city lived in. It was certainly worth a shot.

He opened the door to one of the rooms. If you have ever been in the room of a decent hotel, it more or less looked the same. It wasn't a very accommodating room, but the Doctor reminded himself that all the ponies that would be living in it were the ponies that had been living outside. After living in that for that long, this room would seem like Heaven. The Doctor stopped for a second. Heaven. Haven. Pretty much the same thing. He chuckled and continued through the hallway. He checked in a few other rooms on his way. They all looked the same.

It was almost eerie to the Doctor, who always expected danger, when he reached the end of the hallway and nothing happened to him. It didn't feel quite right. He figured nothing was going to pop out at him though. Living in this color would take the savage out of the ponies outside who savagely hunted for color. None of them would attempt to kill him.

He still didn't like it, though. Probably because the thing that had driven those ponies to savagery lived here too. And he was going to be walking right up to that pony to talk to him. That was a pretty good reason. He smiled in spite of that, though. He didn't care all that much if he was attacked by a villain of unknown demonic potential. He knew he would be able to do something about it no matter how bad. He had seen worse places than this and he had certainly seen worse villains.

But it was still pretty hard to shake to Overlook Hotel feeling this place would give you. And he knew that there was not even a little lack of truth to the idea that he was being watched. He, of course, didn't feel it due his 4th Doctor ability to shake off almost anything. He wasn't particularly one to dwell on something that was getting him down. He saw the door next to him. The elevator. He turned around and took the stairs.

He wondered if he could really ascend 49 flights of stairs (at the very least) without any incidents. It was not very likely, but it had happened to the Doctor several times before. He was capable of going through a trip without being stalked by alien beasts that he either knew or didn't know. He had gotten the peace he wanted every here and there in his travels. Oh well. He didn't dwell on this sentiment any more than that. He didn't want to think of how better his life could have been, because that actually would get him down.

**=Gaia, Equestria, The City, Somewhere in the Streets, 1103 C.E. =**

Puzzlehunt and Trixie had long since gotten up. They were now adapting to their situation. Their minds had been altered to think the same way everypony did. They would always hunt for color. They would always kill to get it. Their minds had pushed aside any other concept in their minds to focus on this task. For lack of a better term, they were essentially zombies. Or maybe vampires if vampires were mindless. I don't really know. They didn't really know anything. Unlike most ponies in the city, they could barely speak. They could hardly walk. They were still redeveloping all those things due to the traumatic way they had been turned messing them up.

They began their search from the first phase that these ponies had gone through when they lost their color originally. They wandered the city aimlessly, attempting to locate the color they could never find. Kind of sad, really.

**=Gaia, Equestria, The City, The Haven, The Very Top Floor, Just Outside the Penthouse Suite, 1103 C.E. =**

The Doctor managed to climb up 49 flights of stairs and he wasn't even a little bit tired. He was actually whistling. He got to the top floor without incident.

"Well what do you know?" he asked himself. He smiled and exited the stairwell.

He found himself standing in the most lavish and nice room he had seen in a while. It was decked out with nearly every luxury you can name.

Now, he expected to see the mutated thing from the field right in front of him. But that was not who was there. It was a stallion. He had a deep red coat and a slightly lighter red mane, and his cutie mark was that of a Rorsarch ink blot. He looked at him with a smile.

"You've finally gotten here. Hello." He said in a sophisticated voice.


	10. Chapter 10: A Talk and The End

Chapter 10: A Talk Where Everything is Revealed

**=Gaia, Equestria, The City, The Haven, The Penthouse Suite, 1103 C.E. =**

"Please, have a seat. I'd like to have a talk with you." The stallion said, looking at the Doctor with a very happy look. It seemed he was either impressed or he had been expecting the Doctor all along. Actually, it was both at the same time.

The Doctor remained standing. "The thing that was at the field is supposed to live in here. Where is he?" he asked.

"I am that thing." The stallion said.

"Really?" The Doctor asked rather blandly.

"Yes. It's really amazing how realistic makeup and costumes can look." The stallion said.

"If you are really the ruler of this place, than why do wear a costume?" The Doctor asked him.

"Well, I personally think that it makes me look more divine to the people. They are more certain that I can bring the color back to them. And it's not that I can't. It's just that I want to look like a god to them. In ancient mythology, gods often look very strange." The stallion said, sipping from a glass of wine.

"You know, none of them have a definite name for you. What is your real name?" The Doctor asked.

"Mentally Sound." Mentally Sound told him.

"If you've been doing all of this, I don't think you are mentally sound. Why did you remove the color from this city?" The Doctor asked.

"Well, I have always been an expert psychologist. But you know, not many are insane in Equestria. It's too happy a place to drive ponies to madness. I was barely making any money. And I had always wanted…well, I wouldn't say it was power I wanted. I simply wanted ponies to want my help. And I wanted enough money to keep me afloat. Well, as psychiatry is what I do best, I thought of ways to get these things I wanted through this talent. Thought like an average pony would. As I said, I only wanted a little bit, but I suppose my thoughts seemed to realize I wanted more than that, and I went very overboard. And that day I had a perfect idea. One that would not come to an end, not ever." Mentally Sound said.

"And I think we can all guess what it was." The Doctor said, rolling his eyes.

"Well, I thought to myself that ponies never really know what they have until it's gone. Taking that train of thought, I came to my next thought, my next idea. What is something ponies couldn't live without but they take for granted nonetheless?" Mentally Sound asked in reminiscence.

"Their color." The Doctor answered for him.

"Yes, indeed. Ponies seem to rely on their pastel colors for many things. It's now ponies tell each other apart. The pegasi work in the production of color. It is their way of life, as their spirit is totally reliant on it. Or something like that anyway. All that I know for certain is that if ponies lost their color, it would be the metaphorical end of the world. So I made them unable to perceive color." Mentally Sound described.

"You hypnotized them?" The Doctor asked.

"No, no. You can't hypnotize anypony to do anything they don't want to do. And there is no way anypony would willingly not have color anymore, no matter how much they take it for granted. They would have a deep psychological defense against letting them do it. Just like how an animal could easily bite off its own finger, but their mind wouldn't let them do it. I mind controlled them all. One day they woke up. The day before they had color and that day they didn't. You really should have seen their reactions. It was actually sort of hilarious. They ran around with absolutely no sense of direction. They just ran around the entire city, trying to find the color. I'm pretty sure a few of them might have started foaming in the mouth. And I'm pretty sure a few of them died from the shock of it all. Plopped right down. From their point of view, they didn't calm down for weeks."

"From their perception?" The Doctor asked.

"Well, all the things I wanted out of them I wanted to get fast so nopony would enter the city and realize what I had been doing. That wouldn't have been very good for me. So I changed their perception of time. Everypony in this city felt time far slower. Three years for them is in fact three days for me. Look out the window now. If you can see the ponies down there, it will look like hey are scurrying around at the speed of light without even realizing it."

The Doctor looked out the nearest window. He saw the ponies, although they were the size of ants, scurrying across the ground at supersonic speeds, their minds perceiving it as going at a normal speed.

"And you see, I also made it so they could not see the sun or moon." Mentally Sound said, not waiting for the Doctor to come back over. "You see, except for this one incident 103 year ago when Nightmare Moon returned, nopony really realized how much they took the Sun for granted. And nopony ever truly realized how much they took the Moon for granted. So that made the impact even greater. They put themselves in total dependence of getting the color back."

"Go on." The Doctor said.

"So, naturally, the ponies needed a face to blame for the loss of their color. It couldn't just be a natural occurrence to them. And that is another reason why I wear a costume, Doctor. They would tear me apart the moment they saw my true face. But the costume gives them the impression that I am some kind of God and that fighting me is futile. It really does work in my favor."

"And the purpose of the Haven?" The Doctor asked.

"Well, everypony needs to have a way out of any problem, even if there truly is none. And I would not want to live in black and white world myself. So I created this place. If a pony gives me enough bits, I will remove the psychological block I have put on them to keep them from coming near this place. Then once they are here and the money is given to me, they regain the ability to perceive color."

"But I found that ponies are so used to black and white that they feel pain when they see color. Wouldn't actually kill them when they saw color again?" The Doctor said.

"If I were to die, the programming would cease, as I have tethered their minds to me to give them a dependence on me. And once this city regained color, they would die from the shock, yes. But in here, that does not happen. When they go in Room 101, their minds are rewritten. All memory of not having color is removed, and any inhibitions against me are removed as well. So they are perfectly safe when they wake up in full color, since they do not remember when they did not have color, and they no longer care. Make sense?"

"Perfectly. But one more thing. When me and my friends arrived here, we couldn't see the color here either, but we didn't have the programming on us. How is that possible?" The Doctor asked.

"I personally think that the programming is now a kind of collective throughout the city. It isn't very logical, but I think you might have caught this mental programming like a cold. And in here, you don't have it. I don't actually know myself." Mentally Sound said.

"Okay, this is actually this thing. If you're really a brilliant psychiatrist, you should know that money won't actually bring you happiness. I'm certain of it. Yet you are collecting billions of bits a day and you seem to have no worries." The Doctor said.

"Oh, it isn't the money itself. I simply take the money as a symbol of the total dependence these ponies have on me. I must admit that what really gives me pleasure is to see these ponies totally submitted to me. They will do whatever I want to get their color back. I just love to stand on the roof and look at my work." And without waiting for the Doctor to respond, Mentally Sound stood right up and walked away.

The Doctor stared at him with a disgusted look. This pony was truly evil. Truly messed up. He got up and followed after him.

Mentally Sound went up this spiral staircase. When he reached the top, he was on the roof. The Doctor followed closely. He watched as Mentally Sound walked over to the edge of the roof.

"Doctor, I love this. Their minds in my mind. I direct everything. I am probably insane. But I do not care. If I am insane, than I love being insane. I love watching them grovel over me. And you will not change my mind on this subject if that's what you're thinking, Doctor. Because I am never going to stop. I will keep doing it forever." Mentally Sound said, almost in tears and with a grin on his face.

The Doctor would never ever know what happened next. Perhaps there was a part of Mentally Sound's mind that truly did want this all to stop. Or perhaps there was somepony on the roof that neither of them could see. Either way, it certainly wasn't the Doctor. For at that minute, something pushed Mentally Sound right off the roof at 50 stories up.

The Doctor watched with surprise as the stallion who had put this town in this mess fell screaming. But he lost sight of him sometime before he hit the ground. He didn't hear a crash, but he knew that Mentally Sound had just died.

For a second, he thought it was over. But then he remembered something Mentally Sound had told him before he had fallen, when they had been in the room. And his mind recoiled in horror. "Oh God." And he ran back into the Haven.

"Oh no." He ran as fast as he could down the stairs. He ran down 50 stories as fast as he could. He ran down the hallway of the first floor. He passed by Room 101. But then he stopped. He backtracked a bit and went inside room 101. After all, Puzzlehunt and Trixie might be in there for all he knew.

He found that they were there. They were still asleep on two of the tables. He looked behind the tables. He saw that the stallion in the blue jumpsuit that was there earlier was lying dead on the floor. He looked on the tables next to his friends. He saw that Shadow and Noir were still on the tables, asleep. He didn't know them, though. They had come close to meeting each other a couple of time, but it had never happened. The Doctor didn't know that they had used Trixie's blood to get into the Haven. All he knew was that they were the victims of experimentation by Mentally Sound. And he was sorry for that. "I'm sorry that this ended up happening to you. He pulled out his sonic screwdriver. He used it to turn off the tables. At the moment, those tables had been like a life support system for Shadow and Noir. As a result, they both died on those tables.

The doctor was not sure whether or not he was sad that he had killed them. He was not focused on them right now. He turned to Puzzlehunt and Trixie. He scanned them over with his sonic screwdriver. Oh, good. Nothing had been done to their minds. He used the screwdriver to wake them up.

They seemed sort of confused. They remembered that they had lost their color briefly, but their minds were still sort of messed up. They hadn't quite come out of it yet. He pulled them up and carried them out. They didn't seem to be angry that he was pulling them along. Not fully aware yet.

He carried them out of the Haven. He saw what was going on. The world was in full color now. It was the daytime. The sun was beaming down on them.

He carried them through the city. It was totally silent. He knew what that meant. He walked all the way to the TARDIS. He was grateful to see it. He opened the doors.

Before he could push Puzzlehunt and Trixie into it, Trixie said, in a groggy voice, "Doctor, my cutie mark is back. And it's not the one we painted on."

The Doctor smiled and pushed her into the TARDIS. They would be back to normal soon enough. They would be fine. He frowned again and turned around.

"All the ponies might be dead now, but their bodies are in full color. I'm sure they would have wanted that." And he stepped into the TARDIS and closed its blue doors.


End file.

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