Hiding in the shadows of an alley was easy—made even easier thanks to my Invisibility spell cast over myself and my friends. The armed guard ran past us several times in their search, but never once spotted us. By the time they had brought in search dogs (Which would have been a problem, especially since I never bothered studying the Disguise Scent spell for some reason), we had already fled the entire area.

That only meant we were in an unfamiliar part of CWCville now. The streets here were much meaner and intimidating: vulgar words were painted onto walls in vibant colors, suspicious ponies damaged property that likely didn’t belong to them, and overturned carriages lined the sidewalks. A fe ere even on fire. Fluttershy held onto the Doctor and Spike for safety. I did the same.

It’s weird really. We’ve come so far in the world as a society in our social philosophies and the roles of gender, and yet we females still seem to depend on males to give us comfort and safety. Despite that Spike and the Doctor would have been easily beaten up by anypony in this area, they were also the only trustworthy males there, and in this aspect I felt myself become somewhat safer.

But they weren’t the only males we recognized. There were two gang members who were suspiciously familiar: one short and fat and blue, the other tall and thin and orange. “Snips? Snails?” I asked.

The moment they looked at us, I realized I should have just never gotten their attention. They looked far different from what I remembered: Snails’ teeth had been filed down into intimidating points and his hair was worn as a Mohawk. Snips wore shades and had his hair slicked back—which would have been really adorable if he didn’t have an alarmingly long scar across his face. They both had tattoos all over their forelegs, bearing similar emblems as if to show whose side they were on.

Snails saw us first and flashed his sharpened teeth in a shockingly terrifying smile. “Hey!” he called to a few other gang members behind him. “Lookie here!” Before we could react, we were surrounded by them.

Snips sneered. “How do you know our names?” he asked.

The Doctor gallantly put himself between me and Snips. “I can read your mind,” he said.

The gang members all laughed. The Doctor sneered nonchalantly. “Let’s see,” he said. He pointed to one gang member, then another, then another. “YOU are looking at my purple friend and wondering how flexible she is, YOU are looking at my yellow friend and wondering if her tail is real or fake, and YOU…” He stopped and winced while pointing at the third gang member. “… Well, if you intend on doing that, the least you could do is buy me flowers and dinner first!”

This gang member blushed and shrunk away from his fellows, who eyed him suspiciously. “I-It’s his accent,” he said.

I looked at the Doctor. He could read minds too? But mind-reading magic is too undependable and always is a danger to the “read-ees”. His quirks continued to fascinate me.

Snips and Snails both brought their gazes back to us. “Oh, a mind-reader?” asked Snails. His teeth were visible again, and he walked toward us menacingly, the other gang members closing in. “Can you read my mind right now?”

Spike was apparently intent on going down fighting, handicaps or no. “You come any closer…” he warned.

Snips chuckled. “Oh, please. Behave. This isn’t like that. Naw, we’re interested in you guys now. Real interested. In fact, we’d like to introduce you to our pal, Dr. Chuckles.”

If somepony like them knew somepony named Dr. Chuckles, that probably meant he wasn’t very pleasant. Before any of us could protest, we felt blunt objects come down on our heads, and all went to black.

When I awoke, I was tied to a chair in a dark room. I looked about, and found the Doctor, Fluttershy, and Spike all in similar situations. The Doctor and Spike were both still unconscious, but Fluttershy looked to me pleadingly. She whispered something I couldn’t hear, and sobbed. I listened harder, and discovered she was saying she was sorry.

“Listen,” I whispered. “Stop apologizing. This isn’t your fault. I forgave you for betraying your friends. I wasn’t there when it happened—well I… I was… but I wasn’t.” This confused Fluttershy almost as much as it did me. “Fluttershy, you have to be brave. The Fluttershy I knew was timid and introverted, sure, but she knew when to stand up to bullies. You have to have that same courage the you had! The other you! The courage you had when you were you… and…” My eyes went out of focus as I lost my train of thought. Time travel is confusing.

“Oh please!” said a thin, quiet, wicked voice. “You sound like pages from a self-help booklet!”

A click, and the lights turned on. We were in what looked like a warehouse, boxes here and there, girders lining the walls. There were gang members sitting by smoking cigarettes, Snips and Snails among them. It broke my heart to see what this reality had done to them, but at that point, I had grown used to disappointment.

But who really caught my eye then was a familiar tall and thin yellow Earth pony with his orange mane frazzled and messy. He was wearing a dark purple, beat-up suit with a dead rose resting in the pocket, and his face was painted white. At first I thought it was clown make-up, but when he walked closer to us, sneering and eyeing me with disturbingly unfocused eyes, I noticed that his face was covered in ashes. His eyes were outlined in horseshoe-polish and red lipstick had been applied messily and haphazardly.

“Dr. Chuckles, I presume?” I asked. I hadn’t bothered to ask if Mr. Cake recognized me, this being an alternate reality and all, but I knew it was definitely him. I was shocked the moment I saw him of course, but as I mentioned, I had become dead to surprise by this point.

He licked his lips, making a loud and ugly slurping sound and further smearing the messy lipstick. I noticed one side of his face was stitched in such a way that his mouth was in a constant sneer. “The one and only.” He circled us as the Doctor and Spike came to. Spike began to struggle in his chair.

“Wouldn’t do that if I were you,” Dr. Chuckles whispered. He licked his lips again, loudly. He looked to me. “And you, Little Miss Unicorn, wouldn’t dare to use your magic. You probably can’t see it from here, but there’s a bomb wrapped around your horn. The moment it feels your horn glow, blows your head off.” His eyes were completely detached it seemed; regardless of how ugly his threat was, those eyes had no life or emotion to them.

“You leave Twilight alone!” Spike shouted. Dr. Chuckles looked at him with that same uninterested expression he had the moment he came in. After a second of just staring at Spike, like a snake, his foreleg came up and hit Spike, hard, knocking him and his chair over. “Said shut up,” he growled.

I was beginning to panic. I needed to formulate a plan. Couldn’t use my magic, that would kill me. Couldn’t undo these restraints, the gang members would notice—they were keeping watch. There HAD to be something else I could do!

Dr. Chuckles walked to the Doctor, who stared him down unflinchingly. He slurped his lips. “So,” Dr. Chuckles began. “You’re a mind-reader huh? Can you tell me… what I’m about to ask you?”

The Doctor said nothing, simply continued to glare. Finally, he said, “You’re going to ask me why I’m not dead.”

Dr. Chuckles reached into his pocket and threw down the evening newspaper—the same issue I had collected. “So you read minds. Do you…” He grinned, which was not a pleasant thing to see. “… Mind tellin’ me your secret? There somethin’ I’m not privy to?”

“What’s your game?” asked Spike.

Another kick, this time to his stomach, causing him to wince and writhe. I felt my anger bubbling. “I’ll ask the questions, you one-legged shit.” He turned to the Doctor. “How’d you escape our…” He rolled his eyes mockingly. “’Great Director’? What’s your secret?” Another slurp.

The Doctor said nothing. It wasn’t as if the truth would convince Mr. Cake/Dr. Chuckles to let us go. In fact, he would have probably killed us if we told him the truth. “Not talkin’, huh?” His sneer doubled back into that awful grin. “How ‘bout we play a game? I call it ‘Tooth Or Dare.’”

He whistled for one of his henchmen, who brought him a pair of tweezers. After looking us over, his eyes fell on Fluttershy. “Got a pretty mouth, girl. You know, my wife had a pretty mouth. Thanks to our mayor, she doesn’t have a head to go with it.”

The mayor had executed Mrs. Cake? I had to fight the violent urge to vomit or cry at this news. That would explain Mr. Cake’s moral (and mental) decay. But I knew exactly where this little game was going to go, and I dreaded hearing the rules.

“Here’s the rundown.” Slurp, slurp. “You tell me why the Mayor didn’t actually execute you, I won’t pull out any teeth. Every time I ask a question and you don’t answer or you lie, I pull a tooth. Now when she runs outta teeth, I’ll start on your girlfriend. And we’ll just keep goin’ and goin’ till ya talk.”

The Doctor breathed harder, trying to hide his panic. “Why do you wanna know?”

Dr. Chuckles grabbed the tweezers from his henchman so hard, it pulled him forward. Another henchman held Fluttershy’s mouth open, all the while with her screaming. Not about to stand the noise, Dr. Chuckles slapped Fluttershy hard enough to leave a bruise.

As Fluttershy hushed and began to sob quietly, the Doctor’s face twisted into rage. Dr. Chuckles, his clownish appearance like a demon in this light, looked at him sideways, tweezers in his teeth. He smiled again. “Why so furious, Doctor? You tell me what I wanna know, I won’t hurt her. Simple. No need to get mad.” Slurp.

He held up the tweezers. “Now… Why did he let you go?”

“He didn’t.”

“Wrong answer.”

I closed my eyes as I heard Fluttershy screaming more, a sickening plucking noise, then a clatter of a small object against the floor. Fluttershy began to sob. “He didn’t let me go! I swear!” the Doctor shouted over Fluttershy’s objections. “I swear!”

“Then why are you still here alive? You escape?”

“… Yes. Yes, I escaped.”

“How? How’d you get past the guards? He has so bucking many, I can’t even get in.” Silence. “HOW DID YOU ESCAPE?!”

Fluttershy screamed some more, a pluck, a clatter. “I was teleported out!” the Doctor lied. “I was teleported out!”

“Bullshit! His fortress has anti-magic fields! You need special registration in order to cast any magic while you’re near it!” Scream, pluck, clatter. At this point, my emotions were becoming a whirlwind. Fear, anger, anger, hate, hate, cold, cold, cold, NO, DON’T! Don’t do this again, Twilight! Don’t let the Windigo come back!

Or was the Windigo coming for Dr. Chuckles? No, remain in control, Twilight! Remain calm!

“Spill it! How did you escape?”

“… You know what? You know what, just kill me.”

A snort. I finally opened my eyes again. Spike was crying silently, still on the floor. The tweezers were bloody now, and I didn’t want to look at Fluttershy’s face (Didn’t have to, Dr. Chuckles was still in front of her). Tears of fear stained the Doctor’s face as the gang members started laughing.

“What? Doctor, don’t let them do that, you—!” I choked. “What am I gonna do if you die?!”

“Aw, the little girlfriend wants her puddin’ all safe and sound,” Dr. Chuckles cooed. His henchmen laughed louder. He glared at his henchmen, and they quickly shut up. “Are you laughin’? Who’s laughin’? His mare wants to protect him, like mine did.” Slurp.

Dr. Chuckles dropped the tweezers and walked toward me. I really wanted to look away, but for some reason, his eyes had captured mine—I was staring into the eyes of a zombie, a dead stallion walking. I silently wished I had stayed with the Windigo. At least I knew what it was and how to make it go away.

“I don’t think anypony in this warehouse right now has any reason to withhold information about busting into or out of the Mayor’s fortress. I don’t see any point in this charade. You tell me what I wanna know, I can bust a cap in the Mayor’s fat ass, and that’ll be the end of it. Everypony’s happy.”

At this point, he and I were only inches away. I could smell his whiskey-stained breath, hot and sticky amid the cold I already felt. He turned his head to look at the Doctor. “So why don’t you talk? What are you hiding and why?” Slurp.

The Doctor said again, “Kill me, Chuckles. You’ll see what I mean.” He looked at me, a twinkle in his eyes. Trust me, his eyes said, just trust me, everything’s gonna be OK.

Dr. Chuckles snickered, his smeary lipstick looking like blood on a killer’s mouth after his meal. “Y’know what?” he giggled. He drew an impossibly long-nosed gun. “Why the buck not?” He lifted it, aimed, and fired, before I could say anything.

Tears began to roll down my face. The Doctor was pushed backward so fast, his chair had hit the wall so hard, that it broke. He laid there, facedown, on the cold floor, his warm blood becoming a small and nightmarish ocean beneath him.

I looked at Dr. Chuckles. His shoulders were shaking as if he should be laughing, his head was thrown back, revealing a row of awful, tiny little yellow teeth. It would have been a cackle, if it hadn’t been for the subtly terrifying absence of sound.

Suddenly, the Doctor’s body began to glow. Dr. Chuckles stopped “laughing”. He, his henchmen, and Spike, Fluttershy and I all watched in wonder as he, now completely white as if he had become an angel, stood back up. As the glow died down, there stood the Doctor.

A completely different Doctor. While the clothes were the same, bloodstain and all, his mane was now darker and coltish, his smile young and radiant instead of learned and haughty. His eyes, instead of the curious blue, had become an impish shade of gold, and his coat was now gray. His cutie mark, the hourglass, was about the same—but the sand within it was distributed differently.

Dr. Chuckles was in complete shock. Suddenly, while all this was going on, I noticed a dark figure emerge from the shadows, grab a goon, knock him out quietly and drag them into the shadows. The Doctor began to monologue and as he did, the shadow kept devouring Dr. Chuckles’ henchmen.

Dr. Chuckles tried to raise his gun again, but his fear had gripped him so completely he could barely move at all.

“You see, I can regenerate myself when I am near-death. Hardly anything is instant death to me, even the Mayor’s clumsy instruments, so I essentially can’t be killed. You might be A doctor, Chuckles, but I am THE Doctor. I am A Time Lord, and The Time Lord.” His young face became more devilish as he grinned. “And I am about to lose a hoof in your sorry clown ass!”

Dr. Chuckles let loose a feral scream and raised his gun as the Doctor ran toward him. I wanted to close my eyes, not wanting to see the Doctor “die” again, but as I watched, the Doctor seemed to know when the bullets would be fired and where, and dodged each of them expertly. When he reached Dr. Chuckles, he tackled him and pinned him to the ground.

One punch, another, and another, Dr. Chuckles losing teeth similar to how Fluttershy had been losing hers. Suddenly, the Doctor was pulled off of Chuckles by one of the remaining henchmen, and Chuckles began to crawl away. The Doctor dodged the henchman’s punch, got him in the stomach with a fierce headbutt, then finished him with an uppercut, knocking him into a support beam.

Dr. Chuckles picked his gun back up and put it up against my head. “Stop right there, Whooves!” he shouted, blood and spittle flying from his mouth. “Stop or I kill the girl! I’ll kill her, I mean it!”

The Doctor froze. The only two henchmen left were Snips and Snails, who tackled the Doctor and began to beat him up. I wanted to call his name but was too afraid to do anything. Dr. Chuckles began his absent laughter again as he watched, enthralled.

Suddenly, a blast of smoke came from just in front of us, startling all in the room. From inside it came a deep and raspy, yet still identifiably feminine, voice. “I am the terror that trots in the night!”

“Oh, not you!” Dr. Chuckles growled. He tried to pull the trigger—which made me jump—only for there to be no bullets in the chamber. He looked at the gun in shock.

“I am the shadow of vengeance that steals the light from your eyes!”

Dr. Chuckles threw the gun into the smoke, I guess in an attempt at doing some kind of damage. He was already terrified by the Doctor’s regeneration, and this new threat had finally pushed him past his limit. He pushed me over and decided to flee—but the moment he tried, a purple streak flew across the room, bounced from Snips, to Snails, to Chuckles, striking them all like a bolt of lightning.

She stood victorious over her toppled enemy, the battle won. Her wide-brimmed purple hat went well with the rest of her darkly colored costume—a costume I and a few of my friends had once donned. She turned to us, her raspy voice confident.

“I am the Mysterious Mare-Do-Well!”

Next Chapter: 13. La Resistance Estimated time remaining: 3 Hours, 32 Minutes