Doctor Who, My Little Pony 1. Run!

Part 2 in my take on **Doctor Whoof: Vale Decem Equis**, by** A****ndrew J. Talo. **I hope you people like it!

And hopefully, I will write more!**  
**

* * *

**Disclaimer: ****This is a work of fiction, I do not own My Little Pony, Friendship is Magic or Doctor Who.**

* * *

Dinky Doo was not supposed to go outside all by herself. She was just a little filly, her purple horn barely showing in her golden mane.

But she was hungry. And she missed her mom. And her muffins.

So, taking her first steps in a great adventure, she left her house, looking for her mother. She knew she could find her anywhere, even in a market full of other ponies. Her momma was special, her grey fur and her golden mane stood out.

And she also flew. That helped too.

So, it happened that Dinky Doo was crossing a street, too focused on looking up to find her momma, that she did not see the fruit cart that rolled downhill in her direction.

"RUN!", screamed a male voice, a little raspy.

It was too late, though, as she turned around facing the cart, too fast for her to dodge.

That's when a pony jumped in. He caught her in a hug, they rolled over to the side, the cart barely missing them.

She stood up and looked at him, laying on the floor, still hugging her. His coat was light grey, much lighter than her momma's. He wore green shirt and a jacket, black and shining new.

His mane was weird, old wood color, very short, close-cropped and slicked back. He had a short tail, as well.

And, the funniest part, for Dinky, was his long ears and big, crooked-like snout.

"You... you saved me, Mister!", she said, standing on his belly.

He looked angry. Dinky jumped out, as the colt adjusted himself, cleaning the dirt off his clothes, watching the fruit vendor finally showing up and passing by, still running after the runaway cart.

"Pears. Had to be a pears cart. Always suspected pears were evil", he mumbled, than stopped, taking notice that the filly had spoken to him.

The male pony turned his head and stared at the youngone. Dinky Doo felt something strange, like a shiver through her back, of both fear and – she did not know why – excitement.

"You stupid pony!", the colt shouted at her. Despite the harsh words, she could see he wasn't being rude, his eyes were so sad and his expression was filled with worry. "Has nobody ever told you to look both ways before crossing the street? I can see you lot are just as careless as humans, blimey! Always in need of saving."

Momma always told her to read the eyes. 'The eyes don't lie'.

His eyes were the lightest blue she had ever seen. A good blue. A nice blue.

So Dinky felt safe.

"Are you injured? Are you hurt anywhere?", he paused, thinking. "Do you… possess the ability of speech? I'm still new to this whole equine form, see?"

She blinked.

"Oh, all right. I'm sorry, let's start this over again. Name?"

"…"

"Hm. I think I'm not that good with children now. Or fillies. All right!", he positioned himself, more cordially. "Hello! I'm the Doctor. And you are…"

At that moment, out of nowhere, a grey winged pony crash landed on his side, hugging the smaller unicorn.

"DINKY! Momma was so worried, I was flying home when I saw you here, what are you doing outside?"

The small Unicorn caressed the Pegasus neck with her muzzle. Everything was all right now.

"Momma! Momma!", she said, tears of joy running in her face. "I wanted muffins, but there was no muffin, so I wanted to make muffins, but I did not know how to make them, so I was looking for you, I wanted to ask you how to make muffins – then there was a cart, and I was saved by this mister, but he is not a mister, he is a Doctor!", she said, as rapid as she could.

"Oh, my muffin! You are so smart, why did you leave the house all by yourself?"

Dinky said many things, how much she was sorry, how much she had missed her Momma, how everything was fine, except the part where she had almost being hit by a cart, but that was over, she was safe, all thanks to...

"Oh!", Dinky pushed her mother just a little, pointing at her back. "Momma, that is the Doctor…"

"Doctor? Doctor where?", Ditzy Doo asked her young filly.

He was gone.

* * *

The pony in question went down an alley, away from the crowd on the street.

"Had to go and save people, guess at least that did not change as much, and you knew that, was that why you brought me here? To save a little horse?", he was talking out-loud, or perhaps to the strange blue-box just in front of him. He touched the wooden door, like one would put a hand on an old friend's shoulder. "Thanks, by the way. It did feel nice, saving her. I missed that."

For a second, the Doctor allowed his shoulders feel the weight of the past, the consequences of his actions wash over him again.

That's when he got knocked down by a flying grey Pegasus, with a little pale purple unicorn on top of her.

The trio of ponies rolled over, The Doctor taking most of the blunt, the wings of the Pegasus absorbing the spin, the giggly horned filly protect by both grown ups in their roll.

"Why did you leave, Mister Doctor? I wanted to thank you, you saved my little muffin, but then you ran away, and I was looking for you but I did not know how you looked like, but then everypony pointed me at the alley, and you were talking to nopony around, and that is strange, but you saved Dinky, so you must be… really… shy…"

The Doctor stared at the Pegasus, who went quiet and open-mouthed all of a sudden. That's when he realized where they were, on a metal ramp aboard the most amazing ship in the whole universe, cleverly disguised as an inconspicuous blue police box.

But how did they get inside his blue box, he wondered. Unless…

"Woah…", the Pegasus could only say in awe. The Doctor noticed her peculiar golden eyes, eyes that stared in different directions simultaneously. 'Maybe esotropia?', he wondered. 'Is it even possible for equines to have crossed-eyes in the first place?'

The Pegasus started flying a few centimeters above the ground, her face full of wonder. "It's… it's…"

"Here it comes", he said, pulling himself up, noticing the sudden extra weight on his back.

The small filly beamed back at him.

"Bigger on the inside!", the Pegasus said, making the Doctor nod. "It's just like a muffin!"

"What?"

Now that was something the Doctor had never heard before.

"Well, muffins are not bigger on the inside, I'm not silly, I know THAT, but they are filled with so much goodness, just like the box! Is this your house, Mister Doctor?"

The Doctor mouth actually twitched on the corner, a grin trying to creep through his serious demeanor.

"You might put it like that. But please, call me Doctor. Just 'Doctor'."

"Hi! I'm Ditzy Doo!", she proudly announced. "And you saved my little muffin, Dinky Doo!", the unicorn waved at him, still on top of him.

"Pleased to meet you, glad I could help", he said, taking out the little one with his mouth, lowering her to the floor carefully. He still did not get how to use the hooves like he had seen the other colorful ponies do – but he knew he would get it, eventually. "Now, both of you, out you go, back to your lives and forget you ever met me, all right?"

"What?", asked the smaller own, suddenly sad.

"This is no place for ponies. I mean, ponies other than me. It's dangerous being here. It's dangerous being around me."

Of course, they did not pay much of attention, as mother and daughter started trotting away – correction, trotting and flying away and around the main console.

"Is this magic?"

"No, Miss Doo. It's science."

"Oh, I see…", she spoke, floating observing the central pillar, the Doctor observing her natural innocence around the machine. "She's so pretty…"

"Who?"

"Your house. She is pretty!"

The Doctor was about to ask why did Ditzy choose to call his ship 'she', when the usual way (and the wrong way, in this case) would be calling his ship 'it', but he was nudged on his leg.

"I study 'scien-ceing'!", Dinky said, proudly.

"I bet you do, Little Miss Doo."

"Miss Cheerilee took us scien-ceing once in the museum!"

"Er… I think you meant 'sight-seeing'."

The filly blinked, just like before. "Oh. Right!"

The Doctor was at a loss of words, for once. Barely a day in this equine town and he had just found two very uncharacteristically ponies who felt so intrusive and yet so familiar.

A feeling he felt he was missing ever since before the Great War.

"Miss Doo, I am really enjoying your 'visit' to my 'house', but I believe you were worried about your little filly? Were you not going to take her home after the dramatic events of earlier?"

"Oh, yes!", she said, landing next to the Doctor. "I'm so sorry, I wanted to tell you that I was so happy that you helped Dinky, and I wanted to thank you for helping, but then you were gone, I got so excited, I'm so sorry for crashing inside your bigger on the inside house and…"

The Doctor raised a hoof, his face much more serene now.

"No reason to thank me, no need for apologies. I know you love your child… offspring… your 'muffin' and I'm glad I could protect her. It's the kind of thing I used to do, really, dropping by, saving little fillies from danger, running… I'm especially experienced at running, actually."

They both stopped after hearing a great rumbling noise.

"What… what was _that_, Doctor?"

"I'm not entirely sure, Miss Doo. I heard it as well, and I have a strange bad feeling going on in my gut…"

Dinky Doo, again by his side, looked up. "Mister Doctor, are you hungry?"

"Hm? Hungry?" he said, looking down at his own belly than up, his light blue eyes shining. "You are absolutely right, Little Miss Doo, I am actually very hungry. Fancy that!"

"Oh! Come with us, I bought a lot of muffins today, blueberry muffins, strawberry muffins, banana muffins…"

"… _banana_?", the Doctor asked, enticed by the idea. "Hm, great source of potassium, calcium and vitamins, not to mention the aroma and the flavor…"

"Muffins?", asked Dinky, looking around. "Where, Momma?"

"Right here, in my… basket… oh no, I forgot it in the street!", and the Pegasus flew towards the door, suddenly realizing: "Dinky, stay here with the Doctor, Momma will be right back!", and she left.

"Momma!", Dinky said, but the Pegasus was already gone. But before she knew it, Dinky was lifted from the floor by the Doctor, who put her back on his back.

"Let's go, Little Miss Doo, I reckon I am very curious about those banana muffins."

"But Momma told me to stay here…"

"She also said 'stay with the Doctor', remember?", he corrected her, trotting carefully not to drop his 'cargo'. "And I feel like stretching my legs a little, and a good running is always good for the appetite, especially when muffins are involved, don't you agree? Hey, who knows, maybe your mother bought English muffins too? That would be _fantastic_!"

Dinky nodded, happy, feeling how warm the Doctor's back was, cozy and safe, like there was nowhere else safer in the world.

Just like she felt with her Momma.

* * *

There already was a large crowd of ponies in front of the _Carousel Boutique_, waiting for the widely announced new-Fall/Winter clothes line by Rarity, the town's fashion designer and most skillful seamstress.

As a fashion, Rarity always happened to open late at times like this, because 'you always leave them expecting more', she had said.

But, this time, it was for a different reason.

Rarity shook her head, in dismay. She had been so worried about the events of last night, and even after the help of her visiting friend, Twilight Sparkle, she had no clue about who could have done such a strange thing.

She had woken up from her beauty sleep, alarmed by the sound of glash crashing. She went downstairs, afraid of thieves or maybe overzealous fans, only to discover that her mannequins had suddenly been taken!

"Why would someone steal all my mannequins, and not the precious clothes? Not that I'm complaining, but it's still… so _strange_!", she wondered, but neither her or Twilight could find a reason.

Rarity just finished repairing the shop, aware that the crowd outside would start getting bored and would be leaving soon.

"Whatever it is, it can wait. My public, however, can not… and should not!", she said theatrically and proceeded to welcome the curious crowd – and the occasional interested buyer.

* * *

**_To be continued..._**


	2. Now and Then

Part 2 in my take on **Doctor Whoof: Vale Decem Equis**, by** A****ndrew J. Talo. **I hope you people like it!

And hopefully, I will write more!**  
**

This, btw, is an experimentation chapter. Hope you like this!

* * *

**Disclaimer: ****This is a work of fiction, I do not own My Little Pony, Friendship is Magic or Doctor Who.**

* * *

"… then, I did my homework, all by myself!"

"That's so nice, dear!", Ditzy told her daughter, so proud. "Do you need any help, Doctor?"

The Doctor was casually walking behind the ponies, carrying the basket with his mouth, gladly mumbling back something that sounded like "_What? This is nothing!_".

* * *

_That last explosion must have knocked him out, he realized, as he woke up in the floor of the TARDIS, naked._

_He did not open his eyes just yet. He could feel the cold metal on his skin, his body felt short and very unfamiliar._

_After so many deaths and destruction, after he felt his life dissolving at the final hour, he went ahead and did it._

_He ended the War – with quite a bang._

* * *

"Doctor! I like your cutie mark!", said the enthusiastic little one.

"Hm?", he asked, raising an eyebrow.

"You know, your cutie mark, in your flank! It's a… a… what is that, Momma?"

Ditzy stopped and turned, walking around the Doctor, inspecting the symbol behind him.

Mentally, the Doctor was taking note about how much these ponies did not care about personal space and privacy, but was glad to finally get some information about the tattoo he got with this new form.

"… hourglass?", she asked, and the Doctor, sitting and still with the basket in his mouth, nodded confirming.

"What is an hourglass?"

"It's a… you use it to see the times, with the sand…", she tried explaining, but seeing her daughter just as confused, stated: "It's an old clock!"

* * *

_They were all gone. All sides, all enemies, every friend, monsters, allies and foe – they were all gone._

_And now he felt…fine?_

'_Wait', he considered his surrounding for a moment._

_No pains. No cuts or bruises. No burns. No broken nothing._

_And his hair felt shorter._

'_Oh great', he thought, already feeling a raspier edge in his personality that was not there before. 'That pain from before, should have remembered immediately.'_

_He was gone, and now, **He** was here._

'_Well, no delaying the inevitable…', he concluded, ' time to meet the 'new' me...'_

* * *

"Oh. So you like time, Doctor?", the filly asked. "Is that why you have an hourglass mark?"

The Doctor actually paused for a moment, taking the question into consideration and the filly who asked it.

"Me? Oh, I love time!", he said, laying the basket on the ground, trying to be truthful – in part, at least. They did not need to know much, so the least, the better. "I love how time passes, the speed of time and the way people, I mean, ponies feel the time."

Dinky Doo stare at him, followed by her mother.

"You talk funny, Doctor", the young one said, but he felt the mother was also going to say that.

'Ok, go simpler!', he said, and had an idea: "Little Miss Doo, remember when you wanted a muffin, but your mother was not at home?"

"Yes."

"Could you not feel how time was going so slow, your mother taking a long, long time to go back home, the noises in your tummy growing louder and louder?"

"Yes!"

"And now that we are all together, your mommy got the basket back, and now we're going to the park, don't you think that all these things happened a lot, lot faster?"

She nodded, agreeing.

"That's the thing! The time goes by at the same speed, it always takes sixty seconds to a make a minute, always, no matter where you are, but to a filly waiting for her mommy, it feels like it takes a whole lot more time, and to fillies having fun on the recess, it looks like a minute goes by much, much faster!"

"Wow!", she said, in awe.

He smiled too. He had forgotten how know-it-all he could be, and how good a teacher he could act like. A young girl with a ponytail and jeans appeared in his mind but vanished.

No feelings of hurt, though. It felt more like… _happiness_.

He was definitely feeling happy. '_Good I'm still capable_', he nodded to himself, feeling his hearts beating so light, so young, even for a simple moment, once more.

'_But should I feeling like this?_', he wondered and looked at his side.

He noticed the grey Pegasus staring at him. Or, at least, he thought that that's what she was doing – those golden eyes were so cleverly misleading.

'… _just like Romana's_', he rememberd, with a sad smile.

Ditzy Doo half-jumped, blushing, her wings stiff, as if she had been comically caught doing something bad, looking in a completely new direction now.

"You're so smart, Doctor!", said little Dinky, making the Doctor forget what had just happened.

"Nah, you haven't seen anything yet, Little Miss Doo. Newspapers' crosswords, now THAT is where I really shine!"

The ponies laughed all the way, the Doctor feeling the first glimmer of happiness in his life in a long time.

_He was happy_. For him, the thought was scary, to say the least.

* * *

_He rose and looked around._

_The TARDIS was in order, her damages repaired and her new upgraded model finally setting in._

_He was planning on installing it before… before everything went to Hellish proportions._

_He stood up, and was surprised to see his head barely went above the console panel._

'_Oh, no. I'm short again!', he groaned inwards. Surely, he had some fun in that previous life – people always tend to underestimate those who are shorter than them, but he got so used to being tall – and to those marvelous shoes as well!_

_He pressed a hand on his face… and saw no hand, but something very reminiscent of a…_

'_A hoof? What?'_

* * *

"Here you go, Miss Doo!", he said, giving her the basket. The grey Pegasus nodded and was already laying a sheet on a nice patch of grass just under a tree.

"I hope you like muffins for lunch", she said, apologetically, offering a, if he could smell it correctly, was an orange and sesame muffin. "I mean, if you don't…"

"Miss Doo, you would not believe me, but I actually have no idea!", he said, trying to hold his muffins with both hooves, trying not to drop it.

'How is it even possible they can hold things with these', he wondered, marveled by the new abilities of this body.

"What do you mean, Doctor?", she asked.

"Oh, I am just gaining new habits, here in… Ponyville, that's how this place is called, correctly?"

Both the ponies nodded.

"This has been a day of so many discoveries for me – let's see how do I fare with this, shall we?"

He bit a good bit out of the muffin. Ditzy and Dinky stared at him, waiting, eager to know his reaction.

The Doctor chewed a little, licked his lips, chewed a bit more, took another bite, made a face and ate the rest of the muffin.

"So…?", the mother asked, tempted.

"Oh… I'm sorry, Miss Doo."

He saw her ears go down a little.

"… I'm sorry but these muffins are so delicious, I won't be able to refrain myself from eating another one!", and he laughed, soon followed by the mother and the daughter.

'_Ponyville, huh?_', the Doctor made another mental note, seeing Ditzy opening up a muffin, buttering the inside and giving it to her filly. '_Feels good..._'

* * *

_Yes, this was the most extreme regeneration he ever had. Actually, probably the most absurd ever experienced by any Time Lords, as far as the Doctor knew._

_He trotted a little, than grinned._

_(Not much, just a little)._

'_I'm an equine… of short stature, might I add… unusual...'_

_He felt his teeth with his tongue, shook his ear, one at a time, then both, and shook his tail._

'_Oh, blimey… a tail…'_

_He shook it a little more._

'_I. Have. A **tail**. Bloody hell, it's so… well…', a couple more twists, 'I guess I like it. Yes! I like having a tail. May be handy in the future, who knows?'_

_He watched it spinning once more, than got bored. Something felt wrong, but he could not put his finger on exactly what it was…or, should he say, put his 'hoof on'?_

_He coughed a little and spoke for the first time: "… hallo?"_

_He frowned. "Hello?", he tried again, more confident this time. "Hello, I'm the Doctor!", he said out loud and proud, then frowned again. "Oh, I don't sound like that! Well, guess **now** I do! Could have been worse, I suppose. Sounds sexy, yes. I AM the Doctor!", he boomed, in a posing stance he felt was remarkable. "Who am I? The Doctor. Doctor who? Who, indeed! Oh, I'm talking to myself… I suppose that must mean I'm a little… crazier now?"_

_The console hummed a little._

"_You did not have to agree so emphatically, you know? Well, I'm the Doctor, I'm a pony, I speak to myself, I have an accent and…", he looked back, suddenly understanding what he had felt was off-place – well, another off-place thing in a whole new off-place body._

_An hourglass, painted on his flanks, the same mark on both sides._

"_Tattoos! Oh, I got tattoos too? Since I'm a horse, does it mean it's a brand? Wait, what am I, cattle? When did THAT happened, anyway? Better yet, WHY? The last time I had a tattoo was so long ago, remember, old girl? Me, tattoo and those 'fashionable' dandy coats, ha! OH! I'm sarcastic as well! Good, I missed being sarcastic!"_

* * *

"So, Doctor, where do you come from?", asked the Pegasus, biting on another muffin – a lemon poppy seeds, the Doctor could smell.

"Oh, you would not know it, it's… say, anyone else is thirsty?", the Doctor asked in a quick change of tone.

The little filly jumped up and down "Oh, I am! I am!"

"How about that, me too!", he smiled back. Both ponies smiled toward the gray Pegasus, that could only smile in return, a little awkward. "Miss Doo, I think I'm going to get us all a nice cup of tea, I rather fancy the thought, and you?"

"Oh, could be have apple juice, instead?"

"Apple juice?", the Doctor considered, then nodded. "Oh, that would make an excellent vitamins addition to our already healthy picnic! I am going to buy some, then!"

Ditzy stood up, but the Doctor waved his hoof. "No need to come along, Miss Doo. I'll be back in no time at all!"

"I'll save a couple muffins for you, then, Doctor", she assured him.

He waved them back and walked away.

'_Way to go, Doctor_', he scolded himself. '_You tell them they should stay away from you, then you are all having a picnic! You want them to know nothing about you, but you chat away, like nothing is wrong! Stupid, stupid Doctor!_'

He observed the ponies around him, their typical lives, undisturbed.

'_You start telling them you're an alien, then you'd be offering them a ride in the TARDIS just to get to know the Universe, and next thing you know, you'll ruin another companion's life. And she's got a daughter, for worse! Do you really want another child to be hurt by your recklessness?_'

He finally found someone selling little boxes of juice, and wondered how did those creatures develop that kind of technology, and for what purpose would a pony would drink juice out of a little box – with a straw?

'_Yes, they seem to enjoy being around you, but you know very well you'd better start running, Doctor. You know what's coming. Trouble! It always find you and your friends. And you are the Storm yourself, Doctor._'

"That will be four bits, sir", the green pony at the counter said, and that's when the Doctor realized he had no idea how to pay for the juices.

"Oh! I'm sorry, I see, I was unaware of your society's currency!", he explained, getting the clerk confused.

The Doctor tapped his pockets, until he heard a noise and felt a budge in one of his inner pockets.

He pulled some gold coins and showed them to the pony. "Is this… it? Is this your money? I mean, would this be enough?"

"Yes, sir!", the other pony replied satisfied, and the Doctor sighed. '_Thanks, dear friend_', he thought in relief, his feelings of gratitude transmitted directly back to the TARDIS.

* * *

_The Doctor took some time, but he eventually learned how to overcome some of the initial difficulties of being a four legged creature, and they mainly resided in the lack of hands._

'_Ok,', he commented, turning a wiggly lever and pushing a set of key numbers in a pad, 'not the most refined and precise of movements, but I can still type without fingers…', then he shook his… hoof. 'Sort of.'_

_He had a lot more trouble pulling down levers, but he eventually managed to do it just as naturally._

'_You'd think a horse cannot hold objects with hooves, but, what do you know, there is a way!', he mused, pulling up and down all levers he could find._

_He stopped and stared at the console._

'_Now, for the tricky part', he said, pressing a button._

_A small silver device popped out of the console, similar to a pen._

'_A new screwdriver. Always handy – erm, except now, should I say **hoovey**? That is, if I **am** able to use it in the first place, that is.'_

_The Doctor picked it up – and it fell, clanging on the floor._

"_No surprises, there", he spoke, staring deeply at the device. "One more time."_

_Some time later…_

"_Aha! Got it! I knew thirty-third time was the charm!", he said, triumphantly, the sonic screwdriver in his hoof._

_But it was at that moment that the Doctor felt there was something wrong. "… where do I keep this thing, anyway? I cannot carry it in my mouth, of course, so… hm…", he pondered, until the solution popped up, a rather obvious one he was almost forgetting, already getting to used to the equine condition._

"_Next topic: clothing", the Doctor said out loud, and soon he was slowly searching through his wardrobe._

_The TARDIS always had a large selection of clothing and accessories for almost any occasion, for all genders and species… not that it made this part of his job any easy, as, after every regeneration, it was always a tough job for the Doctor to find out what to wear in a new model._

_Most Gallifreyan would pick similar clothing through all their lives, but the Doctor was never satisfied until he had found something that could make him an entirely new person._

_('Or new horse, present case', he thought to himself)._

_The Doctor picked a top hat, checked it top to bottom, and then tossed it away, over a pile consisting of caps, helmets, bonnets, a balaclava, various fedoras, a turban and a Father Christmas cap._

"_I need something of my size and shape… I know I'm a horse now, but I can't shake away this feeling of being exposed! Now, this… is promising."_

_He looked at the mirror, with a bunch of untied ties over his neck._

"_No, no to ties, absolutely. Definitely, ties do not match horses", and he threw them over the shoes section, now completely useless._

_And so was the pants section, after many, many, **many** rejections._

_Pants were also not an article of clothing for equines._

_(And he was not fond of any kilt, either)._

_The Doctor was already giving up, after a jumpsuit, a cape, a suit of armor, scarves and a really tempting toga, when he spotted something, almost hidden behind a velvet corset and a purple pullover._

_A black jacket, with a dark green shirt tucked inside of it, on a wooden hanger._

_He brushed them with his hoof. "Interesting combination, this hue of green does match my grey fur, but leather seems unnatural…? Oh!", he checked the label inside of it. "100% synthetic recreation of leather, now **that's** more like it. Nice texture, my exact size, it's both practical and ethically correct – being a quadruped myself now – so many pockets and I even like the colour…'_

_The Time Lord adjusted the sleeves after putting it on. The fabrics felt wonderful to touch, and he could bet anything they would be very practical for any sort of weather._

_And for running, most importantly._

"… _perfect", he said, checking himself out on the mirror, as he decided it was time to face this strange new world, in his strange – yet now nicely dressed – new body._

_He stopped at the open door, for just a moment._

"_Funny", he wondered. "This would have been the perfect moment for a phrase of impact, with catchy words I used to be so fond of...", the he grinned: "Look at that, seems like I finally outgrew those childish habits, after all."_

* * *

_****__To be continued..._


	3. The Smell of Trouble

Part 2 in my take on **Doctor Whoof: Vale Decem Equis**, by** Andrew J. Talo. **I hope you people like it!

And hopefully, I will write more!

* * *

**Disclaimer: ****This is a work of fiction, I do not own My Little Pony, Friendship is Magic or Doctor Who.**

* * *

The Doctor trotted back to the park, while appreciating some of the newly discovered scents on Ponyville.

This new body had come with a share of quirks – apart from now being obviously equine-shaped – and one of them was this high sense of smell he was getting used to.

In fact, the Doctor could easily win a bet on how good his newer and big - err… I mean, **improved** nose was, comparing to the ponies around him.

For example, a pony was going to pass him by, a slight breeze favoring his direction.

Mare, young, the palest yellow coat, mane a bit scarlet, a pinch of rose in between, same in her tail, green eyes. She had a… – '_What was the name of them again? Oh yes, cutie marks._' – … a rosebud marked in her flank.

And she smelled sweet. Flower sweet, yes, but other sweetness too.

'_Oh_._ Apple sweet, a hint of sweet briar. And crust. Apple pie for lunch, probably._'

And she lived next to someone, he was sure of it, someone that most likely cultivated lilies.

She passed him, and the Doctor smiled.

'_You know what?_', he thought to himself. '_I like this nose. It has special powers!_', he humored himself.

Only then, he noticed that that rosebud mare was walking towards a strange building, at the center of the town market.

It was a colorful building, way more colorful than the houses and cottages he had been seeing so far. Surrounded by many tents, it was a tall construction, with a higher floor and a middle tower, culminating in a little orange flag. And it had so many patterns in the painting, an extravaganza of pink, purple, baby blue, violet, indigo, culminating with big round windows and yellow marquises.

If the Doctor could compare it to something, he would say it was just like a confectionery wonder made for a giant princess, if said dessert was made by a chef who was as artistic as Michelangelo and with the sugar rush of a Willy Wonka aficionado.

He saw many ponies going in and out of the place, many wearing sparkling new hats, frolic coats and shining saddles, all colors and all shapes.

'_No matter the Universe, you can always be sure to find a shopping spree_', he concluded, and he was about to leave, when he smelled something.

Something _wrong_.

* * *

"Dear friends, I'm sorry, so very sorry for the lateness in the opening of this season's '_Grandiose Couture_'!", Rarity apologized, already making way with her magic and taking measures of some of her clients. "Golden Harvest, the green headband suits you perfectly! Might I suggest a matching set, one for you and one for your darling little sister? And where was I? Oh, yes, as so many of you might have heard, the store has been ransacked. Alas, nothing has been taken except some mannequins – do not worry, my dears, all pieces are intact and, there I say, fabulous!"

She giggled, as she adjusted the decorative ribbon of a rather flowery hat on Cloud Kicker, as she continued.

"But, as Celestia is my witness – no, that's not right", she said, a final touch in the hat, perfection achieved, then she jumped over her catwalk, a mirror ball descending from the ceiling, setting up the mood. "I repeat, as Celestia is my witness, adversities are not going to beat me! This is the Carousel Boutique, and it is my honour, no, **duty** to bring to Ponyville's customers the very best in fashion!"

The crowd just stared in awe, impressed by the demonstration, as many colourful spotlights were illuminating the boutique in all directions.

"Thank you", she answered, as ponies started patting the ground in approval. "Oh, you are all such a wonderful crowd, I don't know what I could do without the support of the community, thank you, thank…"

Rarity stopped mid-sentence, her face blank.

She quickly stepped sideways, hiding behind the new saddles with tourmaline.

"Lyra, dear... who _**is**_ that colt?, Rarity asked to one of her customers, in a low tone.

The aquamarine unicorn stopped chatting with Sweet Drops and looked around, confused. "Who?"

Rarity nudged her head in the slightest, towards an older looking pony, a colt dressed in black jacket, not checking any clothes, but, instead, the floor.

"That strange colt, looking around and frowning. Oh, that's a dark one, such an enigmatic expression he has!", Lyra noticed the '_I-mean-business_' look on the fashionista's face.

"Look, Rars", Lyra tilted her head, still trying to see what was so enigmatic about that older colt, "I really don't know. Maybe some colt from Manehattan, coming for the… Rarity?"

Lyra looked around, but the white coated unicorn was already on her way, straight to the stranger.

She just rolled her eyes and went back looking for a new hat, already feeling sorry for the poor stranger who caught her friend's eye.

* * *

The Doctor did not even need to look back, the subtle smell of perfume warned him of the pony nearing him.

Still, he thought he would better keep looking busy, checking the floor of the store.

"I must say", said a charming voice, the accent reminding him of Grace Kelly, "your vests are of such a unique design. You are definitely a gentlecolt of the finest tastes, Mister…"

"John Smith", the colt quickly said, showing credentials he pulled out of his leather jacket. "Er, I mean, _Colt_-Smith", he added with a raised brow, after checking the slightly psychic paper with his own photograph. 'Royal Guard Investigator?', he wondered to himself.

"Colt-Smith?", Rarity asked in surprise. "My, that's such a unique name! Are you somehow related to Granny Smith from Sweet Apple Acres?"

He grinned. "Oh, I hardly think so, it's one of those names you hear all the time", and they both laughed lightly.

She nodded, fluttering her eyelashes toward him. The stranger acted cordially, but either he did not notice her flirtation or he did not care.

"Madam Rarity", he called her, and that made her tail shivered a little.

'_The way he speaks!_ _Such a powerful voice! And what an accent, too!_'

"I'm doing some investigation about the breaking in of your shop", he continued.

"Oh, it was such a terrible incident, let me tell you! It left me so devastated I could hardly brush my mane, let alone fix everything up after the whole ordeal! Thankfully, I had a friend who stopped by to assist me…"

"I understand, Madam", he said, looking a bit more serious. "But see, the most intriguing fact, mentioned by the Madam herself, was the theft of mannequins. How many, may I ask?"

"Oh, over a dozen, Mr. Smith! The ones here in the shop and the ones I kept on the storeroom in the basement as well. And to think it almost ruined my Boutique's newest line of clothes, oh, how dreadful would that have been!"

"I see", he said, a little more thoughtful.

He noticed the mare still staring at him, with dreamy eyes. '_Such a variety of personalities as well as in colors_', he observed her attentively. Ponies did not come in all varieties of colours and shapes, as he had noticed earlier, but in a wide variety of personalities too, like this mare, with such pride and poise.

Rarity slightly blushed from the look Colt-Smith was giving her, and it got worse when he added, "And, if you allow me to say, you don't look even a bit dishevelled by the whole event, Madam. You hold yourself with such grace and coiffure."

"My, you're quite a gentlecolt, Mr. Smith", she looked sideways. '_Is he seriously flirting with me? My stars!_', she mentally cheered.

"And you're quite a dame, Madam Rarity", he replied, in all honesty. "Considering."

"I beg your pardon?", Rarity quickly asked, unsure of the last thing he had said.

"I think I have all that I need for now. Have a nice day, Madam", he said, quickly taking his leave.

Rarity just observed the colt leaving, in wonder.

'_What a strange, strange colt_', she dreamingly thought. '_And what a nice shapely flank, too_', she added, in her own observation.

* * *

'_Flirting skills_', the Doctor thought to himself on the distance. '_Yeah, still __**got**__ them._'

He pulled out the sonic screwdriver and checked it. He quietly took reading from all around the store, and the residual life signs scan revealed almost nothing.

Rarity's word kept ringing in his mind, over and over.

'… _nothing has been taken except some mannequins… _'

Mannequins.

If things were as he suspected, it could only result in one thing.

Trouble.

* * *

To be continued...


	4. Of Magic and Comfy things

Part 2 in my take on **Doctor Whoof: Vale Decem Equis**, by** Andrew J. Talo. **I hope you people like it!

And hopefully, I will write more!

* * *

**Disclaimer: ****This is a work of fiction, I do not own My Little Pony, Friendship is Magic or Doctor Who.**

* * *

"Everything all right, Doctor?", asked Ditzy Doo, as the colt arrived.

She noticed the worried look in his face.

"You sure took a long time… what about the juices?", she asked worried, seeing him empty-hoof.

"Hm?", he asked distracted, finally meeting the gaze of his new friends. "Oh, here they are", he said, pulling three little boxes from the small chest pocket, raising eyebrows from both Ditzy and Dinky Doo, whose mouths fell open.

"'_Bigger on the inside' pockets_", he explained, seeing the look on their faces. "I just **love** this jacket, don't you?"

The Pegasus laughed along her filly, who was trying to check on the side pocket of the Doctor's jacket, amazed at how deep it really went.

"I was just on my way here, but I had to check this clothes shop, quite a ruckus happening there", he said absently, offering Dinky Doo an apple juice box, which she took gladly.

"Oh, that must have been Miss Rarity's shop, it always gets so noisy there", Ditzy informed him.

"I'll say", he added, giving the mare a juice box as well, fetching the last one for himself.

"Oh, I know Miss Rarity!", said Dinky, excited. "She's an unicorn, like me!"

Her mother and the colt nodded together.

"Yes, that's right, Little Miss Doo", the Doctor told her, trying to figure out the puzzle of how to poke a hole in his juice box.

Needless to say, the grey mare eventually had to help both of them, the filly and the strange colt.

* * *

"Cheers!", the Doctor said, a new juice box in his hoof. Ditzy Doo saluted back, also a new juice box in her hoof.

The Doctor relaxed in the picnic blanket, Ditzy watchful eyes were ever so vigilant of her daughter.

"Now this is nice. Comfy", the Doctor said, enjoying the breeze and the smell of distant flowers.

Ditzy nodded, without taking her eyes off her offspring.

The Doctor took notice of it and followed the little unicorn, playing around with other ponies of all kinds, pegasi, unicorns and earth ponies alike.

"Been a while since I last did '_comfy_' things, mind you", he added, feeling relaxed, a feeling too unfamiliar to him, to what appeared to have been ages. "Say, Miss Doo", asked the Doctor, observing her daughter play what seemed to be a crowded game of tag, "can Dinky 'do' magic?"

The question attracted the mother's attention.

"As I've said, I had a little stop at Rarity's shop and I was impressed by her demonstration of her unicorn magic. I've never seen anything like that before. Magic, I mean."

"What?", she asked, her eyes losing the focus a bit. "No, Dinky is too young, you should know that", explained Ditzy, cheering for her daughter. "She only did it as foal, mind you."

"But not anymore? How does that work?", he asked curiously.

She gave him a questioning look. "Have you never seen magic before, Doctor?"

"Like I said, many new experiences today, help me fill the blanks, will you?", he said, grinning.

The look of doubt was still there.

'_Heh, what a stubborn one_', the Doctor acknowledged to himself and sighed in defeat.

"Miss Doo, as you may have noticed, I am not your usual pony. In fact, you can say that, as far as '_being a pony'_ goes, Little Miss Doo over there has far more experience than me."

Ditzy Doo looked at the Doctor, but then really looked at him.

There was something she now could **really** in him, something that was not ordinary in any way.

"Where I come from", he continued. "there are many wonderful things, miraculous things, fantastic things! Beyond what you'd ever imagine... except magic. In all my lives, I've never seen or encounter anything that could come close to what Miss Rarity casually displayed in the clothes shop before", he said, Ditzy feeling a strange pang in her heart. "That is, without the help of hidden technology or some multidimensional being. And it was so interesting, so new, so… for a lack of better word, alien to me! So, Miss Doo, could you, please, teach me more about it?", he asked, once more.

Ditzy smiled. She liked this colt, this '_Doctor_'. He had good eyes. They were humble and inquisitive, capable of looking at her and really see her, not just a mare with faulty eyes.

He was someone who acknowledged her existence.

She blushed, trying to make a reasonable explanation for stuff that any pony should have learned in school, and found the words were, as usual, complicated.

"Ok, then, er, you see, pony foals are full of a… it's like magic, but it's not, except, for unicorns it also is…", she began explaining, the Doctor noticing her eyes started to became crossed again.

"Take your time, Miss Doo. How about calling it '_Baby Power_'? Or, should I say, '_Foal Power_'?"

She nodded, agreeing. "So, foals have excessa… excesseive… a lot of '_foal power_'. Foal pegasus can fly, even though their wings are too tiny. Foal earth ponies can grab things really hard or crawl super-fast and foal unicorns… well, one day, I came back home and found it was completely painted lavender, inside and outside!"

The two ponies laughed out-loud.

"You're kidding me!", the Doctor said, pointing at Dinky Doo.

"That's my little Dinky, full of energy. Took a team of unicorn painters to undo that! But '_foal power_' just… it kind of happens, Doctor. Only sometimes, then, about her age, nothing. Just sparks of magic. Or hovering", she said, extending her own wings, "in my case."

"You are quite knowledgeable, Miss Doo."

Her ears fell a little. "Don't make fun of me, Doctor…", she said in a sad tone.

"I'm not! Why would I do it, you are _certainly_ more knowledgeable than I am, and that is _**certainly**_ saying a lot."

"Ponies… some say I'm not very bright. Yes, I know I can be slow, sometimes… and I have a tendency of getting lost… or losing stuff… or dropping things… and that was not my fault, the piano was so heavy and I…!"

"Miss Doo", the Doctor quickly called her back from her rambling.

"Oh, sorry. What I mean is, I know I'm not the smartest pony out in Equestria, but I do my best everyday. I think that's what counts, right?"

"Truly wise words, Miss Doo. I think that is the most important rule about life, you have always to keep on trying, in order to truly be alive."

And that's when she smiled to him.

The Doctor had seen many smiles in his lives, and this was one of the best he had ever seen. Innocent. Pure. Grateful. The company of this pony was actually pleasant and rather soothing for the hearts.

Which made his next decision all too easy, and, at the same time, all so difficult.

The Doctor pulled one of his sleeves, revealing a black digital watch strapped to his left hind leg. "Would you look at the time, Miss Doo!", he said, feigning surprise. "Actually, now I recall, it seems I have got some things to take care of around here in Ponyville, minor inconvenience and all, but I suspect it'll take me some time."

The grey mare looked a little disappointed.

"I'll tell you what, let us meet again, tomorrow, here in the park, shall we?", the Doctor offered her. "I give you my word, Miss Doo, that'll return tomorrow, for another lunch with you two. And you know why?"

"… why?", she asked him.

"Because I'm the Doctor, and the Doctor does _not_ lie", he assured her.

* * *

The Everfree Forest.

Hours later.

The smaller animals of the forest had always been very cautious and, at the first sign of the arrival of the strange creatures, the previous month, they had disbanded, wisely opting to avert the area.

Even the most dangerous creatures, and there were many of them in this parts, recognized that the strange beings that came from the sky were anything but death and destruction.

They smelled wrong. Not alive. Not dead. Not like ground and dirt either, or water or rock.

They smelled foul. **Unnatural**.

A rock, a small, unremarkable rock, fell through the clouds and crashed in the depths of the forest. It cracked open from the impact, oozing something that could only be described as the decomposing blood of a dying planet.

It all began from that ooze.

Now, an army stood in that place, the place where the rock fell.. and _something else_ rose.

Something **evil**.

Something **alien**.

Something **ancient**.

Something…

… **shocked**, by being found out by a strange colt, in the middle of the night.

"Oh, I suspected you lot were behind all of this", the Doctor said, not a hint of amusement in his voice.

* * *

**_To be continued..._**


	5. Terror of the Autonies!

Part 2 in my take on **Doctor Whoof: Vale Decem Equis**, by** Andrew J. Talo. **I hope you people like it!

And hopefully, I will write more!

* * *

**Disclaimer: This is a work of fiction, I do not own My Little Pony, Friendship is Magic or Doctor Who.**

* * *

"Oh, I suspected you lot were behind all of this."

The creatures turned around, staring at the source of the comment, a colt on top of a rock.

He looked beneath him, at the crowd staring right back at him.

Creatures that resembled ponies, yet, were most definitely **not** ponies.

Like living dolls, pale beige skin and no fur, for they had no coat, nor manes or tails. No horns or wings. No eye or nostrils.

The colt then looked beyond them, straight at a huge molten mass, the ooze that grew from that single rock, the size of a melon, now covering the entirety of the crater it created with its almost liquid form.

It made a sound out of nowhere in response, and every creature in the proximity started moving in the direction of the intruder.

"Ah, ah!", the Doctor warned, pulling a small piece of equipment from inside of his black rubber jacket. "You realize what this might be, right? I pieced it together with some stuff I found in a thrash can, it's a wonder what I can improvise with a little knowledge of chemistry and a sonic screwdriver, isn't it? Now back off!", he practically spit the order.

The creatures stood silently and, as an answer to a 'pop' out of the massive creature behind them, began to open a space, allowing the colt to jump down a few rocks and walk toward it, the bomb back in his jacket pocket.

The Doctor noticed some of the copies were barely pony shaped, while others were much more refined, similar in shape and size to an earth pony.

"Prototypes", he commented, observing the creatures surrounding him, even though at a distance. "You have been trying to get the details right, but that has not been enough, has it? Not like humanoids, you had plenty of time to learn about them and how to imitate their behaviors… with ponies, no such luck, you had to start from scratch."

The colt trotted a bit more, finally approaching the one he was expecting to find, ever since he had found those small residual vestiges left between the wood planks on the Carousel Boutique.

"My, my. Pardon my frankness, but _**you**_ look particularly repulsive", the Doctor said, frowning. "The mighty 'Nestene Consciousness', you did not transverse the interdimensional rift without some really nasty side effects. Suppose I can't say much, look how **I** ended up like", and he shook his tail, to emphasize his argument. "Tell me, what are you doing in this world? Better yet, what are you doing in this Universe, for that matter?"

The large blob started bubbling and oozing to its sides. The pony did not move an inch, not fazed by the living mass moving towards him.

"Yeah, yeah, stop with the profanities and start with the explanations, will you?"

A small dripping tentacle rose from the mass and pointed at him, and a small fizzling sound coming out of it.

"My fault?! **MY fault**?!", he practically screamed. "It was a WAR, their war! Not mine! Do you think I wanted this?!"

Two bubbles popped.

The tentacle started to grow, more tentacles sprouting under it.

"You have to understand", his voice was full of pain and anger. "I did what I could to save all those planets, it is NOT my fault your food planets got caught in the middle of it, **it was-NOT-MY-FAULT**!"

The Doctor took a step back as the tentacle, surprisingly, started taking a whole new shape, the smaller tentacles looking now like legs. The tip became oval shaped, ears growing on the sides, silver mane oozing out of the back.

"An _Auton_ copy? Really. Piece of advice, friend: you pulled this stunt on Earth so many times, it has lost all its charm. Although, since it's a copy of a _pony_, I think I should name it _**Autony**_, right?", he smirked, but his eyes were focused on the newly created being, its silver tail still fused with the brown mass.

"By the by, now that I mentioned Earth, that got me thinking. Forget about the '_what_'. It's obvious you got here just like me, probably during the dimensional folding shockwave of the Time-Lock. So, the question, the REAL important question is… '_why_'?", he walked on the sides, inspecting the creature.

It really looked like a pony. '_Too much, as a matter of fact_', the Doctor noticed. The glossy skin was now changed for a coat of incredibly realistic fur, butterish-white, almost yellow. It was, without a doubt, the most realistic creation ever made by the Nestene the Doctor had ever seen.

"Come on, then! Tell me, brag about it, if you must, but help me understand this, because it. Just. Does. Not. Make. Sense!", he stomped at each word. "This whole planet is so clean and pure! These ponies are a Class 3 culture, they have no need, or the means or even the technology to mass–produce plastic, you are clearly wasting your time here – and, frankly, by the looks of it, you do not have much of it."

The tentacle retreated, breaking the connection. The Autony shook a little, eyes still closed. The yellow fur now got an almost metallic tone, not unlike pale gold.

The doctor noted its blank flank suddenly changing, a symbol suddenly appearing, a letter.

The letter '_I_'.

It opened its eyes, and they were still changing, red spots still trying to produce an iris amidst a pool of white.

It spoke, and the voice sounded vaguely male. "The Nestene will adapt."

"You're joking", the Doctor scoffed off. "You don't adapt! You copy, you imitate and then you repla…"

The Time Lord's eyes suddenly grew wide. Now the mass gave a rumble, which could easily be understood as a laugh.

The Doctor looked at the Autony, then at the Nestene Consciousness, then back at the creature in horror.

"You did it. _Really did it_. So that means…", the Doctor got closer to the newly formed Autony, "… so _you_ were…"

"The Nestene will adapt", the creature repeated, turning its head in the Doctor's direction, confronting him.

Its eyes were finally in shape, life-like. Red irises, full of anger.

The Doctor's lips were thin. He shed a single tear, unable to contain the sorrow in his soul.

His light eyes focused on the Autony then on the mass: "Tell me… **his** name", he demanded.

The creature gave a sly smile. "An… _Autony_ does not require…"

"**TELL ME THE NAME OF THE PONY YOU MURDERED!**"

The mass, if it was possible, suddenly backed a centimetre away, but return firmly to its original position.

The Autony, however, did not.

The Doctor shivered in the slightest, not by the cold of the night, but by the burning anger inside of him.

"Of course, you would not care learning about it. Why would you? You come down to this planet, kidnap a solitary pony, maybe he was lost in the woods, maybe you took him away from his bed in his sleep, then you…", his eyes were burning now, full of a hate he thought he would not ever feel again, after the defeat of his worst enemy. "… you **absorbed** him. You dissolved him into the Nestene genetic pool and turned his body into… you."

The Doctor looked at the creature, that only stared back with mild annoyance.

"Clever trick, I give you that, you've gone green! **Organic** plastic, integrated with living tissues, clever indeed. Monstrously clever. Sure, it's biodegradable, quickly decomposable, but the '_mighty_' Consciousness cannot survive much longer, not with these kind of injuries and not enough plastic available in this planet, so what you do, you… you turn other life forms into you. A fraction of the Nestene, fused into ponies, unicorns and pegasi."

The Doctor spotted a few wooden dolls, tossed on the side.

"And that explains the theft of the mannequins", the Doctor said, coldly. "You were going to make perfect copies of them, only they would be blank-slates **Autonies**, shaped like mannequins. Because these ponies, oh, **_these little ponies_**, they have wings, magic and a whole lot of strength inside of them, I saw it. Your _forces_ could **barely** be called an army now, and you would **never** stand a chance to take control over their little town, let alone their planet. But... infiltrate their society, infiltrate their stores, oh, no pony would suspect mannequins. Just waiting for the time to strike some unfortunate soul, swallowing it whole and taking its place. Infiltrate. Contaminate. Recreate. You'd do it over, and over, and over, **and over**, **AND OVER**", the Doctor's voice rose, then returned to normal, "until every pony would become you. And the Nestene Consciousness would control everyone. A whole world of colorful plastic little ponies for you to play with…", he mocked. "**Disgusting**."

"The Nestene will adapt… _Doctor_", the creature said, a change in its expression.

It smiled angrily.

"After our skies burned… after our worlds cracked open… after so many of us dying in **your** Time War…. **WE will adapt**, Doctor…. into them."

The Doctor took a step back, suddenly noticing that the other plastic copies were now circling him.

"Oh, you are certainly NOT going to do it", he shouted, mentally cursing himself, his temper had distracted him from his surroundings. "And you know why? Because **I AM THE DOCTOR**! THE! DOCTOR! Last of the Time Lords, I survived the Daleks and I survived my own people's extinction. And now that I found peace for the first time in ages, I am not letting you RUIN IT! No more destruction, no more violence and, most important, no more DEATHS!"

The Doctor pulled out the bomb once more: "Now, THIS is what you're going to do: you're going to behave yourselves, get all back inside the Nestene Consciousness and_ I_ am going to take you to another planet, some putrid wasteland full of nutrients, so that you can live your lives in peace, away from these ponies. It's a promise."

Now the rumbling of the mass sounded much more ominous.

"Trust me, lad, you do not want to know. Take the easy way, you'll live another day. And you…"

The Doctor turned toward the new creature.

"You should have never existed in the first place. Dissolve back to the Consciousness before I lose the little patience I still have."

The golden yellow pony stared back and smiled.

"The Doctor...", it spoke, and in its tone there was threat, humor and disdain, "… speaks **too much**."

The colt barely had time to register the attack, as the group of plastic creatures swarmed over him. The Doctor jumped forward, quick on his reflexes, but not quick enough to realize his mistake.

The creature opened its mouth and its tongue stretched forward, fast as a whiplash.

'_It can change shape too?!_', the Doctor realized, unfortunately not fast enough, as the tongue took the device out of his hoof, while he got tackled from behind by many prototypes.

The Doctor struggle hard, but could not get rid of the hooves and legs around him, pinning him onto the ground.

He heard the noise of crushing and saw the pieces of the explosive device he made falling in front of him, chewed and spat by the Autony.

"You don't have to do this! I can help you!", he pleaded to them.

The Autony stood before him: "You ARE going to help us, Doctor."

The Doctor was suddenly pulled up, forced to stand up on his back legs, spread apart at the mercy of the Nestene.

"We know of the power of the TARDIS, Doctor", he said, and the Doctor already understood their nefarious intentions.

"No…"

"Yes. You will help us spread the Nestene Consciousness to all planets."

"No!"

"The Nestene will adapt… and then… all will be Nestene."

Then the smile returned to its face.

"Starting with you."

"**NO!**"

* * *

**_To be continued..._**


	6. Have faith and pull

Part 2 in my take on **Doctor Whoof: Vale Decem Equis**, by** Andrew J. Talo. **I hope you people like it!

And hopefully, I will write more!

* * *

**Disclaimer: This is a work of fiction, I do not own My Little Pony, Friendship is Magic or Doctor Who.**

* * *

**_Previously..._**

_The Doctor was suddenly pulled up, forced to stand up on his back legs, spread apart at the mercy of the Nestene._

_"We know of the power of the TARDIS, Doctor", he said, and the Doctor already understood their nefarious intentions._

_"No…"_

_"Yes. You will help us spread the Nestene Consciousness to all planets."_

_"No!"_

_"The Nestene will adapt… and then… all will be Nestene."_

_Then the smile returned to its face._

_"Starting with you."_

_"**NO!**"_

* * *

The Doctor's face became even more serious, though he showed signs of fear.

"Don't hurt those creatures, Nestene. **I'm serious**. There is no point in turning me into one of you then hurting any other being", he tried reasoning with the Consciousness. "I am telling the truth, I can take you to anywhere in this Universe, you won't have to feel hunger, _**ever**_ _**again**_, you can start all over again, no reason for anyone else getting…"

The Doctor did not need to look behind him – even if he could, that is.

He heard the sound of the several tons of the Nestene Consciousness moving towards him, the next prey in its path of conquering all ponies in this planet.

"I'm pleading to you", he repeated, staring into the Autony's eyes.

The Nestene started enveloping him from below, creeping up his body, reaching for his neck and front legs.

"This is my final warning, for your own sake, stop this… before **it's too late.**"

And then all went dark.

* * *

'_So, this is it_', he thought to himself, and imagined another tired voice replying.

'_If you're referring to your imminent death, yes, it sounds like it_.'

He could almost smile, as that was the last voice he used in his old life, before turning into an equine.

'_After everything I've done… that's how I die_', he continued.

'_Already giving up?_', said a more serious voice, and he could picture a cup of steaming tea on his worktable, at the old laboratory at UNIT's headquarters.

'_What else can I do?_', he asked himself. '_They are right, it is my fault they are here, scarred and desperate. I just wished they would not hurt any other pony._'

The same voice sighed. '_Great, so you are a crybaby now. And an idiot as well, what about the rest of the Universe, thought about that, you old fool?_'

'_Excuse me, will you let me resign to my own fate?_', he objected and feeling stupid.

(He was **really** starting to take that '_talking to himself_' stuff too seriously).

'_Fate?! Ha!_', new voice this time, and this was one of his most irritating ones. '_That's the kind of rubbish you'd get from Valleyard._'

'_Still, I deserve this. I must atone…_'

'… _by letting the Nestene gain the ultimate weapon._' The Doctor felt his throat tightening, but he could clearly see a multicolored scarf.

'_The TARDIS…_'

'_You know it's not about her, I'm talking about us. The girl's just a ship, you are the Doctor. The Doctor, under the Nestene's command. You always feared your darker side could easily best the Master's at any given day. Here's the chance to prove that theory._'

'_Well, I still could do __**that**_', he thought.

He had the idea the moment they had captured him.

The reason why he pleaded so much for the Nestene to give up, the last trick in his proverbial sleeve.

'_The fifteen hours regeneration cycle is at its end, but I think there's still enough power to trigger a general autolysis process in my own body."_

_"Clever"_, said the second voice he came to have._ "And foolish. I don't like it."  
_

_"Whatever. I'll let the Nestene melt me away, while I self-destruct… destroying all threats at once, taking the Consciousness down... with **myself**. Save the Universe from two monsters at the same time._'

All was silent inside of him. He could feel the Nestene trying to reach for his mind, trying to pull him in, destroying his mind first, his body later.

They'll see. They'll all see.

He was the Oncoming Storm.

He was the Destroyer.

The Doctor.

There was a reason why they should have heeded his warning.

Now both sides would have to die.

Another genocide by his hands… _hooves_…

Still, better than let any more ponies suffer.

* * *

As the colt started concentrating, an older voice came from deep within, heavy with wisdom. '_Have faith and pull._'

'_What?_'

'_I said, have faith, lad_', the voice told him, and then said in a much louder tone, all voices yelled at once: '**_AND PULL_**'!

Instinctively, the colt extended his front legs and pulled at something, and, suddenly, he could see the outside, the trees, the stars.

And wings.

Grey wings.

* * *

"DOCTOR?!", Ditzy Do yelled at him, her face of panic and relief. "Oh, my Celestia, you're **okay**!"

The Time Lord looked down, seeing the Nestene Consciousness extending tentacles upwards, failing to reach them on time.

The grey Pegasus was carrying him while she flew higher and higher, his weight not seeming to hinder her at all.

He could only ask, in complete surprise: "Miss Doo, how did you…?"

"I followed you", she said, in an apologetic tone. "I was so worried about you, I sensed you were hiding something at the picnic, then you were searching thrash bins, next thing I know, you were talking with those things, you got cornered, then they attacked you, and that huge monster swallowed you, I had to jump in, I feared… I was afraid that you…", she quickly spoke, on the verge of tears.

The Doctor gave a manic grin. "Miss Doo, brilliant Miss Doo, you know what you are? **Fan_tas_tic**, that's what! Let's go, Miss Doo, we still have work to do!"

"What are you talking about?"

"We have to stop the Nestene **now**, or every pony in the world will be in danger!"

She looked at the terrifying monsters on the ground, then at the colt.

"Trust me, Miss Doo."

She smiled. "Doctor's orders?"

The Time Lord gave a hearty laugh and nodded.

"Okay!", she replied, still carrying him, now slowly descending in their direction.

* * *

"**NESTENE**!"

The Doctor's expression was even more serious than previously.

And more confident.

"I've given you a chance to surrender, to leave this place and its ponies alone and in peace!"

The yellow Autony trotted further from the Consciousness, staying beneath the flying ponies.

"I warned you not to hurt those ponies."

"Foolish Time Lord, you preach tolerance but you are the Destroyer of Worlds. You protect the Pony race while you threaten ours."

"I'm protecting both your races", he corrected the Autony. "Protecting you from war, from destruction, from death! The same stupid reason you ended up here in the first place!"

The Autony's face became, even for a fraction of time, slightly less angry.

It was hurt, it seemed.

"Why do you care so much for these creatures, Doctor?", the Autony asked, doubt in his voice. The Consciousness grew quiet.

"Because **you** don't – and they deserve it."

The Autony looked taken aback.

It looked at the Consciousness, which suddenly roared and made a lot of unintelligible sounds.

The newly born Autony watched its creator and the Doctor, the conflict that could not be solved… and yet…

"Your choice", the Doctor replied, somberly.

The colt let go of one of Ditzy's hooves and reached for his jacket pocket, pulling out the sonic screwdriver.

"You see, Nestene, you ignored what I told you!", he spoke, carefully pointing it downwards, his grip still uneasy.

The Consciousness stretched itself once more, trying to grab the Doctor, but the grey mare still kept themselves at a safe distance.

It bubbled furiously as its color became redder and redder.

"No, not the part about you _giving up_", he answered. "The part where I told you what **I** can do… with a little knowledge of chemistry… and **a sonic screwdriver**!"

He pushed the button and there was a loud buzzing sound.

The prototype copies surrounding the Consciousness did not notice the small fragments of the previously smashed device shaking, as a couple of them produced sparks and flashes, a few crystals vaporized and the resulting gas sparkled.

"**Miss Doo, fly up - NOW!**", the Doctor shouted, the Pegasus doing as she was told, and not a second too late, as a small sun seemed to have erupted behind them.

Two ponies shot through the night sky, as the heat and light culminated in a brief, though tremendous explosion.

* * *

**_Hope you guys and gals like the introduction of this chapter, it's a small nod to Classic Who._**

**_To be continued..._**


	7. Bonds

Part 2 in my take on **Doctor Whoof: Vale Decem Equis**, by** Andrew J. Talo. **I hope you people like it!

And hopefully, I will write more!

* * *

**Disclaimer: This is a work of fiction, I do not own My Little Pony, Friendship is Magic or Doctor Who.**

* * *

Ditzy stood there, by his side.

Ever since they had landed, the Doctor started walking back towards where the explosion took place.

At first, Ditzy asked if there was something wrong, maybe he had forgotten something there.

Then she saw his eyes, and that's when she asked no more.

* * *

They arrived shortly afterwards, and the Doctor stood there for a while, in silence, just staring at the edge of the hole, nearly a hundred meters long in diameter.

She observed the trees surrounding it, burnt but not charred. The soil was dry, but not scorched. The explosion had been only light, not a single flame, but nevertheless not less powerful in the least.

And the Doctor did not pay attention to those things. His mind was far away, his sight locked on the emptiness in front of him.

What Ditzy had seen before, in his eyes, old, **dark** _light_ eyes, the thing that made her go silent, was pain.

The Doctor stared the hole in pain.

Predictably, he was the one who broke the silence. Ditzy knew she had to give him the chance to form words.

"I… killed them", he admitted, his voice came dry, a whisper spoken loud.

"It was not your fault, Doctor."

"Why?"

"Huh?", she asked, in doubt.

"Why is it **not** my fault?", he asked, once more. "Was I not the one to blow them up?"

"Yes, but you had no choice, Doctor! You said it yourself, they were going to kill ponies and…"

"No, I said they were going to put ponies in danger. The ponies would still be alive, mind you, like the Autony was, but with a part of the Nestene Consciousness controlling it instead. Essentially, both would be still alive, Nestene turned into pony. A soulless pony, mind you."

"But that Autony… he was not a pony anymore."

"Yes… not anymore."

The Doctor cried a tear, his second one of the night.

"It's just… maybe, just maybe, if I had been smarter, more intelligent, I could have made them a better offer, convinced the Consciousness there was another path. Perhaps I would have found a way for coexistence, cloning new bodies, I don't know, something!"

A gentle hoof touched his shoulder. "Don't blame yourself…"

"IT IS MY FAULT, okay!?", he pushed her aside, his eyes were watery. "I lied to the Nestene! It's my fault, it's always been my fault, my alone! The Daleks, the deaths, the Time Lords, the Moment! ALL BECAUSE OF ME!", he yelled at her, then at the hole. "What was I suppose to do?! WHAT?! I showed mercy to the Daleks – AND THEY DID NOT CHANGE! I believed in the Time Lords – AND THEY RUINED EVERYTHING! And now, the Nestene… it was one of oldest races of my Universe, Miss Doo! And that did not stop me from erasing them from the face of this planet! Just like a Dalek would! WHAT DOES THAT MAKE ME!?"

_Slap!_

The Doctor stood still, his face of shock.

Ditzy Doo, her face, though wet with tears, showed conviction.

Her front hoof was still raised, albeit shaking.

"Stop it, Doctor!", she ordered, flushed red.

"Miss Doo?", he asked, in surprise.

"Autons, Nestenes, whatever they were, they did not care about anypony but themselves! You offered to help them, and they laughed at you! You wanted to help and they almost killed you! They did not want help, they were going to kill you, and everypony in Ponyville, and the rest of Equestria, all for themselves! They did not want to coexist, Doctor, they wanted to _exterminate_ us!"

The Doctor's eyes widened a bit more, shocked by Ditzy's peculiar choice of word.

"You did not kill them, Doctor, can't you see? **You protected everypony else!**"

The Doctor's light grey hoof touched hers, sending shivers up her hind leg.

"Ditzy Doo, you are one of a kind", he said, with a smile. "Thank you. Thank you with all my hearts, Miss Doo."

Her heart started beating faster, his smile had been honest and his blue eyes made her feel good once more.

"My pleasure, Doctor", she replied with a bigger smile and larger tears.

* * *

"Does this mean you're leaving?", asked the grey Pegasus, while the two ponies were walking back to Ponyville, the sun barely appearing over the horizon.

The Doctor, his temper much improved, was lost in thoughts.

"Doctor?", she asked again.

"Hm? Oh, yes, most definitely", he grinned at her. "It's time to leave."

"Oh", that was all she could say.

They walked a bit further in silence, the Doctor stealing a feel glances toward her.

"Care to join me?", he quickly asked her when they stepped on the stone bridge at the town's vicinity.

Ditzy's head snapped in the Doctor's direction, unsure of what he had just said.

"… what?", she spoke, maybe a bit louder than wanted.

"I am in need of a companion, see?", he said, as if it that explained anything.

"What? But… but why me?", she asked, still in surprise, unsure of what the Doctor was trying to ask of her.

The Doctor got more serious and, as she could discern, a hint of sadness flashed in his eyes. "It's the sort of thing I do... did… used to do. Old habits, I suppose", he had a hard time trying to put down the words. "But, mainly, because I like you, Miss Doo."

The grey mare blushed and her wings popped open.

The Doctor, obviously, did not catch any hidden meaning behind her sudden reaction.

"After all", he explained further, "you are the first friend I made here, in this world", he smiled warmly.

"Oh", she said, slightly embarrassed.

"Also, I want my first experiences as a pony to be with you."

"W-w-what?!", she blurted, blushing even more than she had previously.

(The wings went as high as they could, mind you.)

"Well, as I have mentioned before, I am not from around here. I come from a different universe… dimension… another place entirely", the Doctor said, his eyes sad. "And I traveled a lot there. Saw many things, met many people, and made a lot of enemies, to boot."

The Doctor's eyes showed her age that she could not even begin to comprehend, but the Doctor smiled, even with the sadness inside of him.

"But now, _now_ I'm in a new place, a Universe all new and completely foreign to me! New rules, new ideas, even that magic stuff, it's all so alien to me as I am to Ponyville… and I cannot wait to get going! To explore things, to make mistakes, to explore the mundane and the bizarre… once more! I haven't felt like that in ages, let me tell you, and I want to do it with you."

Ditzy quieted down, for a moment.

She could feel the energy from this colt. A fire burned inside those icy features now, a pony that felt so strange and familiar was asking her to go with him, exploring all that those other ponies may never imagined there could be out there, among the stars.

And he made her feel so important, the most important mare in the world, the one he wanted to be with.

And yet…

"But, you see, I… I have… Dinky, and…", she wanted to explain to him, to put down in words the whole mix of feelings she was feeling, but saw that he understood it immediately.

"I see", he said and went quiet.

Ditzy felt so silly now, he asked her to go with him, and she disappointed the poor colt.

"Doctor, please, don't feel so bad, I really wanted to go and do all those things you said, but…"

"Forgive me, Miss Doo", he said.

"Doctor, I'm the one who's sorry, see…"

"It's been so long, you know?", he asked, like he was not listening to her. "Since I've started travelling. Or running, I should say. I started running when I was so young… with my family."

Ditzy, who was trying to stop the Doctor from talking, now could not speak any more.

"It was such a long time ago, mind you", he added, a little jovial. a little hurt. "She wanted to go with me, sweet child. She was never bothered by my grumpiness or my bad mood. And off we went, away from our world, straight to others. We travelled. We argued. We laughed. And, eventually, she left me – for love. Heavy-hearted, I accepted her choice. I bid her good bye and ran, like I always did. And then… some more stuff happened", his eyes looked to the ground. "Bad stuff. I had to make a choice and she was the one who reminded me of how important some things are. Things like love, like friends, and like family. I'm only here because of her. I'll live for her."

The Doctor stared at Ditzy Doo, a different kind of fire in his expression.

"Treasure your daughter, Miss Doo", he said. "I could offer you all of time and space, the adventure of a lifetime, Miss Doo, but nothing will ever compare to what you got. Motherhood. The care you have for something that is only a fraction of yourself is many times more the care you'd have for yourself, much more powerful than the pull of any singularity, ever more lasting than the Universe itself…", the Doctor spoke passionately, then frowned. "Blimey, I got soapy with the years."

That's when he felt the crushing legs of the grey mare, hugging him tight.

"Thank you", she spoke, in silent sobs.

"You're welcome, Miss Doo", he replied, caressing her blonde mane.

* * *

"So…", Ditzy asked him, the Doctor unlocking the door of his blue house. "Where are you going now, Doctor?"

"Mm", he mumbled, in deep thoughts. "I don't know yet. As I told you, things are different around here. I'll probably take a peek at the future first, not too long a jump, a billion years forwards and backwards or so, just enough to get the Old Girl familiar with the local chronal elasticity and the alternate source of fuel..."

He got inside, Ditzy following him.

"Might have to take her for a spin around this galaxy as well… but that won't take long, of course."

"I'm not worried", Ditzy said.

"Now, checking all the revitalized internal structure and the new furniture that came with it, oh, now THAT is going to take some time, I reckon", the Doctor smirked. "She wouldn't admit it, but she's become quite vain, this TARDIS. I'll bet she got rid of the Victorian style ball room and replaced it with a club-house, just to keep up with the trends!"

"Doctor."

The colt stopped and looked at the grey mare.

"Will you come back?", Ditzy Doo asked, a little uncertain if she wanted to hear the answer.

The Doctor stood there, quiet. His eyes only focused on her golden eyes, his expression serene, placid.

"You don't say it, but I saw you… back in the Forest", she recalled. "You acted like you had nothing to lose with the… _nastyne_-_thingies_. Please, come back to us."

He patted his own jacket for a moment, extracting a multicolored cube toy from a pocket, a sweet-smelling paper bag from another, then a red cricket ball from the previous one, another paper bag, a banana, shoe laces (an item Ditzy clearly would not have any idea of its true nature), until, finally, he drew out a shiny little object, a small, ordinary looking key.

It was flat, Ditzy noted, different from normal pony keys, which were cylindrical shaped.

The Doctor took the shoelace and inserted it through the hole of the key. The tricky part was tying it together with hooves, put, thankfully, setting 338-C of the sonic screwdriver was for mending fabrics.

(A rather brilliant idea he had in his fourth life, seeing as how many times he ended up having to restore his favorite scarf time and time again)

The colt looked at his work, a pendant–key.

A lighter grey hoof extended, the Doctor offered the key to her.

"Miss Doo, we share a bond now. The bond of Companionship", he spoke. "Though you may not travel with me, don't think for a second that I'll be leaving you two behind. You did too much for me, Miss Doo."

"Come on, Doctor, you saved Dinky…", she started saying.

"And you saved me, and not only that, you also helped me save this whole planet, and the whole Universe. As far as Companions go, you were fantastic. So, take this", he said. "It's a spare key to the TARDIS."

The mare extended her hoof, slightly darker tone of grey, and touched the metallic object. It felt warm, like it had been left under the sun for a couple minutes.

Almost as if it was…

"Whenever she's around your timeframe, this key will get warmer. And wherever she may be, I won't be too far away."

"Doctor…", she started, but the colt was already stepping away from her, unlocking the door.

"Don't worry, Miss Doo, I'm sure you'll be getting warm feelings soon enough", he said, his big ears rising, not a clue of any double entendre in his mind.

She just nodded, happy to know he had promised to return.

"Oh, and you're going to love this part", he quickly said, before closing the door.

The door closed and the bolt clicked.

Before Ditzy could say anything, the whole structure in front of her vibrated.

First, a noise started, like a bowling ball being tossed inside a long pipe. Than another sound came, more subtle and quick, the grinding of an engine roaring to life. The noise repeated itself a couple more times, and that's when the entire box started to fade in and out of existence.

The TARDIS was gone, leaving a dumbstruck Pegasus behind, holding her now cold pendant–key.

* * *

**_The End  
_**


	8. Afterword

Part 2 in my take on **Doctor Whoof: Vale Decem Equis**, by** Andrew J. Talo. **I hope you people like it!

And hopefully, I will write more!

* * *

**Disclaimer: This is a work of fiction, I do not own My Little Pony, Friendship is Magic or Doctor Who.**

* * *

And that's a wrap!

End of Part 2, after such a long time!

First, my thanks to you, readers, especially those who trusted in me to actually finish this story.

Keep an eye, I'm going to be posting Part 3 soon, also Ninth Doctor themed.

Also, if you enjoyed the Ninth Doctor, there will be a special story of his that is yet to be published, only depending on the development of my good fellow, The Idealist 33, I guess that's his number now, go check his "Doctor Whooves?" stories, I helped him polished it here and there, and check out also my Torch Wood: Equestria, expanding the Universe of his stories.

I'll be reviewing and rewriting Part 1 also, I was so amateurish with it, I'm embarassed tp say...

And now, as a teaser, a few bits of stuff I've been writing for the next parts.

Enjoy it!

* * *

**_COMING SOON…_**

* * *

"Ditzy Doo… Dinky Doo… allow me to introduce you… to the future!"

* * *

"Welcome, all ponies, to the greatest travelling attraction of all times! The superb, the splendid, the enchanting wonders of the one and only, the Galactic Circus!"

* * *

"This was **not** supposed to happen", the Doctor quickly answered, in embarrassment.

* * *

"I… am the Doctor", he announced, putting his hoof on a lever. "And my intentions must be _quite_ clear to you by now, milady."

The allicorn tilted her head, not sure what he had meant, but the colt pulled the lever at the same time he kicked another button.

"I'm ponynapping the Royal Regent of Equestria herself, Princess Celestia! Fantastic, isn't it?"

* * *

Fluttershy pulls the rest of the wallpaper, only to reveal the words…

'_Beware the Weeping Pegasus - oh, and duck!_'

* * *

"_**Changeling Zero will vacate the equine residence, or the equine residence will be incinerated**__._"

* * *

'_Really, duck! Fluttershy, seriously, stop reading this and DUCK – NOW._'

* * *

"You have three seconds to tell what you did to our friend before I buck your teeth in, Mister!"

The bow-tie wearing colt turned straight, smirking, "Always the Loyal one, Miss Dash – and you do your element justice, indeed!"

* * *

'_Signed, the Doctor – 969_'

* * *

"Did you get tired of us? Me and Dinky?"

* * *

"What are you doing, Doctor?!"

"I need to go faster!"

"Stop it!", Ditzy yelled, in panic.

"**I CAN'T!**"

* * *

"Who… WHAT are you?!", asked the terrified mare.

"**We… are… THE AUTONIES!**"

* * *

"**_RUN_**!"

…


End file.

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