Equestria, 2023 (human calendar).

The brown Earth Pony stallion called the Doctor - more commonly known by the ponies of Equestria as Doctor Hooves - had seen tyranny and oppression that the average pony wouldn't believe. It was part of his history, to a certain degree: he had fought such things in places most ponies wouldn't have even believed existed, though that history was, at least as far as he was concerned, a long time in his past. He knew the signs of such things, the warning signs and telltale political moments that would single out a nation or state as beginning the long, slippery slope toward the darkness of tyranny.

Nonetheless, despite seeing many such signs here, he found himself not willing to acknowledge that Equestria - sweet, harmonious Equestria - was going the same way. After all, Equestria was a place where ponies had always been given free reign to be themselves, a place of peace and friendship of a sort that he had longed to find for almost all of his somewhat unbelievably long life. To see it descend into darkness was... exactly his idea of a nightmare.

Conversion was what had begun to tip him - and others - off. The idea that the barrier couldn't in any way be stopped was already suspect to him: he might not have been an expert on magic, but he knew enough to guess that if she had really wanted to, Celestia could have tried to stop it and probably done a good job - even without Luna, and he knew there was something up with a nigh-immortal Alicorn dying of 'illness'. Even worse was what had happened to the Element bearers - he and Twilight Sparkle had shared a discussion about the nature of the potion, and she had been convinced that there was something fundamentally wrong going on. But that had been before she had gone to visit Celestia... and now she sang a different tune, a tune of "sad necessity" and "should see this as a wonderful opportunity". The same could now be said of Rainbow Dash, Applejack, Pinkie Pie, Rarity... only Fluttershy still thought there was something wrong, and the Doctor was certain her number would be up soon.

His friend Ditzy Doo shared his concerns. Every time they discussed it, she would agree that the whole thing felt incredibly wrong to her.

"But I don't know what we can do," she would always say, and that was where the discussion would end. The Doctor, however, was well versed in what one ordinary individual - pony or otherwise - could "do", and he was determined to not let this atrocity happen without something to be said for it.

He would later be ashamed to say that he had procrastinated - he hadn't wanted to take action. He had wanted to hope that he was wrong. The truth was, he didn't want to be that man (well, pony) again, the man who stood up and said no. He wanted to hope somepony else would take up that mantle. But they didn't. It was, as ever it seemed, up to him.

It all came to a head when one morning he went by Fluttershy's house, intending on convincing her to come to a small meeting he was planning with a group of like-minded citizens. Unfortunately, when he drew near he saw her talking to a group of Royal Guards. She saw him over the shoulder of one, and though her expression didn't change, her eyes told the Doctor that he couldn't come nearer, that he should stay away. This was it: her turn. Her time to go through the same process that had claimed Twilight and the others.

"I'm sorry," he mouthed at her, his expression morose. She gave a sad smile, and then he turned away, bitter tears stinging at his eyes. Unbidden, words from deep in his past that spoke with a grim, tired, gravelly voice came and echoed throughout his mind.

"No more."

***

Lyra Heartstrings, Bon Bon, Ditzy Doo, Orange Swirl, Cheerilee, Peachy Pitt, Carrot Top... there were a large number of ponies all waiting in the meeting area he had selected, all of them looking nervous but resolute in some way. He was surprised to see so many - he had approached Lyra and Bon Bon, and Ditzy of course had known what he was planning, but to see so many others... it was definitely impressive.

He had been discreet about this meeting. The only publicity was word of mouth, spread to like mind ponies by like minded ponies - no posters, no fuss. He didn't want to attract the attention of Twilight Sparkle and the other Element bearers, after all. There was no way of knowing what they'd do - or who they'd tell. There was also the problem of not alerting the converted in the town, of which there were a small but fervent contingent: he had already seen them putting up posters from Sol Invictus' Solaminan movement, a group within the converted started by a former priest who had claimed to "see the light" upon conversion and had begun a passive-aggressive sort of Celestia worship that rechristened her "Astra Solamina", the royal sun (in what was quite frankly a torturous piece of Latin-work, if he had to be brutally honest, but try telling a Converted that).

He returned his attention to the here and now as he trotted up to the small assemblage of ponies.

"Doctor!" Ditzy exclaimed upon catching his eye. He smiled at her as he approached the group, all of whom now turned to him, their eyes full of questions.

"Hello," he said to her, but he turned to address the entire group. "Hello, all of you. Thank you for coming."

"What's all this about?" Bon Bon asked, ever blunt.

"I'd like to know that myself," Cheerilee added, frowning. "I'd heard this was a meeting to talk about the state of Equestria."

"It is," the Doctor said, his voice tinged with sadness. "We're here to talk about what's going wrong."

"What's going wrong?" somepony repeated. The Doctor sighed. He looked from pony to pony, his eyes boring into theirs, trying desperately to show his sincerity, hoping that they'd believe in him as others had believed in him in the past.

"We've all seen it," he began. "Haven't we? All seen that there's something happening."

The shared glances between ponies, full of unease, concern, worry and understanding, answered his question quite nicely.

"The converted," he continued, looking at each of the ponies here in turn. "The very fact that they exist. The fact that there's something off about them. Luna's death. And then there's some of the things the converted say - the idea that it's alright, on any conceivable scale! That their world is being destroyed! That their lives are being radically altered..."

"They don't talk about being human," Lyra Heartstrings put in, looking concerned herself. "Not even a little. I've asked them about it, but they don't want to talk about their former lives. Some of them even flat out lie about having been human."

"And then there's Twilight and the other Element bearers," Carrot Top threw in. "I knew some of those ponies for years. I don't see any of them being so comfortable with this as they are."

"They weren't always," a small voice put in. Most ponies turned, to see Spike, the purple dragon that served as Twilight’s assistant in the library, sat listening to them. He looked tired and morose, his dragon body somewhat taller than most ponies remembered (he had gone through the odd growth spurt). Some of the ponies panicked slightly, backing away from him.

"What are you doing here?" Bon Bon asked, frowning. "I bet you'll tell Twilight everything we're..."

"She isn't Twilight," Spike put in, frowning at Bon Bon. "Not anymore."

There was a moment's pause as everypony absorbed this bit of information. While everypony knew Spike the dragon lived with Twilight, none of them knew what he had thought of this Conversion affair. Until now.

"What do you mean, Spike?" Lyra asked, sounding concerned.

"Twilight didn't trust this conversion stuff," Spike clarified, his tone downcast and grim. "She told me about it, about how it was... about how there was more to the potion than Celestia was telling her, telling anypony."

"She said as much to a few ponies," the Doctor said. Lyra nodded.

"We talked about it once, briefly," she said quietly. "She said she'd see about getting to the bottom of it."

"Yeah, well whatever came back from talking to Celestia wasn't the same Twilight," Spike said quietly, his voice breaking slightly as he spoke. "She was similar alright, but there was something too... too weird about her. And she was all, 'ooh, Conversion is ok', like one of those Solaminan posters."

"This is how it begins," the Doctor said, frowning as he gazed off into some unknown distance. "This is where the fall starts."

"What fall?" Cheerilee asked.

"What I don't get is what this has to do with us anyway," another pony said. "So what if these humans get Converted: it's just a few more ponies wandering around, it doesn't change anything."

Other ponies turned to the speaker, a pale yellow unicorn named Fair Grace. She frowned as everypony looked at her.

"What?" she said. "Yeah, it's horrible that these humans are having their world destroyed, but we can't do anything, and apart from the Converted it doesn't really effect us. Why is everypony getting so worked up?"

"That's the fall," the Doctor said. He met Fair Grace's eyes. "The moment you say that another's problems aren't your problems, so why worry? The moment you make another group 'the other', make their suffering an abstract, something distant, that's when you become something else yourself." He paused, then sighed. "There's a great quote, by a human named Niemoller. One of the more well-known versions goes like this." He looked everypony in the eye, and then began reciting. "First they came for the Socialists, and I did not speak out, because I was not a Socialist. Then they came for the Trade Unionists, and I did not speak out because I was not a Trade Unionist. Then they came for the Jews, and I did not speak out because I was not a Jew." He blinked, and then finished in a quiet voice. "Then they came for me - and there was no one left to speak for me."

The assembled ponies looked at each other. Fair Grace sighed, looking away in shame.

"What do we do then?" Bon Bon asked.

"Simple," the Doctor said softly. He looked around. "We go."

***

"We Go."

It became a rallying cry for a thousand ponies: disparate groups of the discontented right across Equestria, ponies who refused to simply stay and watch as the land they had known fell into ruin. From city to city, the Doctor travelled, using his TARDIS to go from place to place and find out exactly what was happening, who wanted to leave. Everywhere he went, he found ponies who felt the same way he did ponies who saw this insanity for what it truly was: ponies who were willing to do something about it.

Minuette, Parasol, Sea Swirl, Ever Stern... the Doctor came to know many names as the months progressed, as his plan gradually came to fruition. Some of the ponies he met were strange or initially hostile. One in particular, a mare named Lightning Dust, had been very antagonistic at first before finally agreeing to come with those who were fleeing. More and more joined them, from cities across Equestria - tens, hundreds, even thousands, all ready to flee the insanity they all knew was coming.

Eventually, there was devised, in secret, a name for the group, a name they could all get behind, the whisper of their last hope. They came to call themselves the Equestrian Underground movement: they were the resistance, the last ones rebelling against Celestia’s ever-increasing insanity. And the movement was growing...

***

Canterlot, 2024 (Earth Calendar).

"Ok, quietly!" True Grit said, motioning with his hoof to the small group of civilians. Next to him, Errant Flight and Iron Gait looked pensive.

Errant Flight and True Grit were both former Royal Guardsponies, the former a tan Pegasus and the latter a green Unicorn: both of them intended to abscond from the army, having decided that the direction it was all going was a bit far for their liking.

They had initially decided to try fleeing Equestria for somewhere else on Equus, but then they had run into Doctor Hooves of Ponyville. The strange Earth Pony had told them of a larger movement of ponies, all across Equestria, who were determined to flee the land in favour of... somewhere else (Hooves hadn't exactly been very forthcoming about exactly where this "somewhere else" was, but he had been quite convincing). After they had agreed to help his evacuation plan however they could, he had left them in charge of gathering and escorting a large group of civilians to the rendezvous point. Among those civilians were DJ P0n-3, or rather Vinyl Scratch (the former being her stage name), as well as a rather grouchy Earth Pony named Iron Gait - “I walk places” was all he said, as if that were answer enough to the question of what he did.

"I don't like this," Flight said quietly. "It's too..."

"Shut up for a second, you bucking pigeon-pony," Gait snapped. The old Earth Pony had been remarkably helpful in getting ponies moving, and could be remarkably motivating when he wanted to be (in a rather antagonistic way), but he was also a bit of a plot-hole. "The sooner we get to the rendezvous point, the sooner we can get gone."

Grit nodded, less than happy at the pony's attitude but willing to put up with it: he knew what was coming if they didn’t get out of here soon. There were rumours about what was going to happen, about the military buildup. Nopony knew exactly when, but everypony knew something big was about to go down. There was word on the grapevine that Celestia was going to make a big speech today, though about what exactly was a mystery.

“Grit! Flight!” somepony called. A moment later, Ditzy Doo appeared, Doctor Hooves behind her. He was wearing a neckerchief and looked about five years older than the last time anypony from the Canterlot group had seen him, but it was still the same Hooves, and he was smiling triumphantly at the very sight of them.

"How many?" the brown stallion asked Grit.

"Something like forty this time," the former Guard replied. "Doctor..."

"Forty is good," the Earth Pony interrupted, looking thoughtful. "Not too big a number..."

"Doctor, listen to me!" Grit snapped. "There's a big announcement supposedly coming up today, in about an hour. I think it'll be something to do with the Barrier and the humans. Celestia’s been getting antsy ever since the Barrier stopped at those Islands - what were they called? Brattain?"

“Britain,” the Doctor corrected him. The Earth Pony frowned thoughtfully. "That doesn't sound good," he added quietly.

"No it doesn't," Grit agreed. "Which is why I think somepony should go and watch. I could..."

"No," the Doctor said sharply. "You're evacuating with the others." He turned to Ditzy. "Get these ponies to the TARDIS, ASAP."

"Ok," Ditzy replied, looking more serious than anypony who knew her could have ever imagined her: whatever was going on, it had her complete attention.

“You’re not coming with us?” Grit asked, frowning.

“No,” the Doctor said, frowning. “There’s something I need to see. Wait for me, Ditzy, but if I’m not back in five hours, hit the big green button. You should all be fine in the TARDIS.”

Without another word, he dashed off into the streets of Canterlot, leaving True Grit, Errant Flight and the rest of the ponies with Ditzy.

“Alright everypony,” the grey Pegasus mare said quietly. “Come on!”

She raced off, and the large group of ponies followed her. She quietly hoped the Doctor would be ok - he had an unfortunate tendency to get himself into trouble without her.

***

The courtyard outside Celestia’s palace was full to the brim of ponies. Young and old, mares and stallions and colts and fillies, all of them had come to see their glorious leader speak. The Doctor was dismayed, but not exactly surprised, to see that a large number of this crowd were Converted - by now, there were almost three or four billion of them: the majority of the human race transformed into… mockeries of ponies, blank flanked and docile.

It wasn’t them that really had the Doctor’s attention, though. The thing that really got his attention was the figure of Celestia herself. Stood at the far edge of the crowd (in case he had to make a hasty escape), he could see her clear as day.

She stepped out onto the balcony of her palace in full golden armour, gazing down imperiously at the ponies gathered below. Next to her, the Doctor could see Twilight Sparkle, who looked positively comfortable there.

“Brother and sister ponies,” Celestia began. “These are trying times indeed. We have offered the hoof of friendship to the humans: we have offered them a chance to become part of Equestria. Many have made the right choice - but some have chosen to reject this generosity. Some have chosen, instead, to fight us.”

Gasps of horror filled the crowd, almost as if they were on cue. The Doctor frowned at this: that didn’t make any sense.

“In light of this treachery, I have realised that it is no longer befitting merely to be a Princess, merely to have our glorious land be a Kingdom,” Celestia continued, gazing down at her adoring audience. “The ponies of Equestria have begged me to take a greater mantle, a mantle of total responsibility, and with a heavy heart I accept this mantle. I declare Equestria to be an Empire, with myself as its Empress!”

The Doctor narrowed his eyes. As she had spoken, Twilight Sparkle had walked off the balcony. He had a bad feeling about this, but before he could leave she continued, her words filling him with even more horror.

“And in deference to my beloved Converted subjects, those who have sacrificed much to stand with us today, I shall not rule you as Celestia,” the Alicorn finished. “I shall rule you as Astra Solamina Maxima! I am the Sun, mighty and resplendent, and none shall stand before my might! Together, we shall assail the humans and utterly annihilate them! None shall survive unconverted!!”

The crowd went wild with jubilation, but all the Doctor felt was sick. This was the very thing he had hoped to avoid from Equestria, and yet the nightmare was coming true before his very eyes. He had to do something, to flee while he still could. He turned and galloped away as the crowd began chanting the new name of their Empress, jubilation etched on every face…

***

As he was leaving the celebration, travelling through back alleys in order to be safe, he heard a tap. He span around, only to find himself facing Twilight Sparkle, Spike standing behind her, frowning slightly.

“Didn’t enjoy the speech much, I take it,” Sparkle said, smiling maliciously. “No matter, Doctor. I’m sure we’ll find something for you to enjoy.”

The Doctor stepped away from her, narrowing his eyes. “Twilight, whatever she did to you…”

“Guards!” Sparkle cut him off, calling forward two Royal Guards from the shadows they had been hiding in. “Take this traitor away!”

Before the Guards or the Doctor could make a move, Spike sprang into action. He grabbed Twilight and threw her down the alley, where she landed in a daze. Before the Guards could react to this, he took a deep breath and blew fire over them,. incinerating them where they stood. He turned to the Doctor, a grim look in his eyes.

“Run,” was all he said. The Doctor nodded frantically and ran, while Spike turned to find himself facing off against Twilight, who was snarling.

“Traitor!” she bellowed.

He didn’t reply, instead sending forward another stream of fire at her. Instead of being incinerated, however, Twilight activated a magical shield, and a moment later the fire turned to ice crystals. With a gesture from her horn, she sent the crystals at Spike - one or two pierced his hide, and he yelled in pain, before charging at her. She sent spells at him, designed to stun, but they bounced off of his thick dragon skin. In desperation, she sent a blasting spell - it impacted just below his right shoulder, blowing his right arm off and exposing a portion of his internal organs. His momentum carried him forward for a moment, and he gradually slowed, before slumping to his knees in front of her, eyes wide.

“Twilight,” he whispered, and then he slumped forward, dead. Slowly she approached his corpse, eyes wide with shock at what she had done.

“Spike…” she murmured. “Why?”

But the dead dragon held no answers. Sighing with sadness, she turned away from him and galloped off to sound the alarm.

***

When he got to the TARDIS, his small blue box that held within it his time machine, the Doctor was furious. This “Astra Solamina” was about to declare war on humanity, and they had no way to know what was about to happen.

There were still cities he needed to go to, but there was no way to get to them and get to Britain in time to warn the human race of the attack coming their way. The only choice he had, therefore, was to leave now with Equestria only half evacuated. It galled him… but he could always try to return. He entered the TARDIS, looking over the giant green domed room with a soft smile - this at least was familiar, was comforting.

“Doctor?” Ditzy said as he entered, catching his attention. “What happened?”

“I’m afraid we’re gonna have to accelerate our plans,” he replied, heading for the console. “Time to do some serious flying!”

He pulled a lever with his teeth and the rotor in the centre of the TARDIS console began moving slowly up and down, signalling his machine beginning it’s motion. A great wheezing, groaning noise began, and for a moment, the Doctor smiled. Suddenly, the room shuddered, and the rotor stopped moving.

“No!” the Doctor yelled. There was some kind of interference preventing the TARDIS from escaping - but what?! he checked the readouts - it was something magical, a kind of mini-barrier designed to prevent his ship from leaving, which made him even more wary: the TARDIS wasn’t exactly adapted for dealing with magical interference. Still - he could do something at least.

He grabbed his sonic screwdriver from it’s charging holster on the console and raced to the door. once there, he threw it open - he could see the magical shield preventing escape, and grinned. He held up the screwdriver and began cycling through settings, trying to find the best setting to disrupt the interference. For a moment, nothing happened, and then the rotor began moving again, slowly and torturously.

“Yes!” he yelled. Suddenly, as though an elastic band were snapping, he was thrown backwards, the rotor began moving much more quickly, and the screwdriver he held exploded, scalding his hoof.

“Doctor!” Ditzy yelled. “Are you ok?”

“Yes, Ditzy, I’m fine,” he replied, frowning at the destroyed screwdriver. “I liked that screwdriver, too. Oh well.”

He went to the controls, and confirmed with a grin that they were nearly at his destination - a small place in what had once been France called Dunkirk.

“Excellent!” he yelled. Once they were there, they could grab the boats he’d been storing - both there and in the TARDIS - and make their way to Britain. They had a chance! He pulled another control triumphantly. “Allonsy!”

***