The TARDIS door opened.

“Ooooooh.”

The Doctor smiled, basking in Pinkie’s impressed noise.

“Yeah, I still got it. Now, let’s see what she’s got for us.” The brown stallion rushed in, seeming far more excited now than he had all day, a genuine, giddy, heart-pounding excitement that Pinkie found much more appealing than his earlier seriousness.

Trotting behind him, she made it less than three steps before nearly crashing into the Doctor’s rump.

“Oh…look at you….. .OOhhhhHHH Look at YOU!” The Doctor looked around, absolutely amazed as he took it in.

“It’s… all different. Wait, it didn’t look like This the other day.” Pinkie looked around, also marveling at the changes.

As before, it was bigger on the inside, but now It was even larger than before, if only a bit. The Golden half-globes along the wall were gone, as were the stone-looking pillars, the walls replaced with a glowing, light sky-blue wall that almost seemed to provide a Sunny Ambiance. The Central Control Station as before, was sitting on a solid, transparent platform above a mass of exposed circuitry and wires that seemed to be constantly moving. But now, they seemed to form vine-like connections of lights and wire, giving it an almost organic look with softer colors. Although she was hardly familiar with the controls of the TARDIS, Pinkie was able to tell that the buttons and levers had shifted around from before, several hoof-shaped panels, a set of levers that looked like they were designed to be grabbed by the mouth and pulled down on, and a brace pieces was set to push against with a shoulder or flank along one corner to turn another mechanism.

Where there had been just an open archway to the rest of the TARDIS that Pinkie had gone zipping though on her last visit, there was now a staircase, made at the proper length and angle for pony hooves to easily navigate and led to a completely different direction than before that must have contained the rest of the rooms inside the TARDIS.

One thing that had not changed was the glass tube, which still sported the bulb-like fixtures moving up and down inside of it, But now, glowing a soft green and orange, it was adorned on three sides by decorative Pony-Shoes, too large for any real pony she knew (Except Maybe Big Macintosh), they were studded with six  dark buttons, each of a different color. Almost as if it noticed her looking at it, one of the buttons suddenly lit up, a lovely shade of pink.

“She’s changed the Desktop Theme away from the Coral Setting…. No, she didn’t change the template, she customized a whole new one.” The Doctor looked around, surprised by the alteration and with a slight squealing giddiness to his voice as he pranced around, taking it all in with excitement. “My word… she’s gone Native on me. Look at that… it’s a little Horse-Shoe. And these controls…. Ohh This is going to be interesting. Set up for hooves and mouth-pieces and everything. I was wondering how I was going to turn the axis rotator without thumbs. That’s my TARDIS, always one step ahead. Makes sense though, After all, I doubt she wants to end up back in the 80’s again because I can’t keep my hooves on right the buttons. ”

“She?” Pinkie asked inquisitively.

“Oh of course. The TARDIS isn’t just a machine you know. TARDIS’ are not built, they are grown. And she is VERY Much alive, with her own living, beating Heart and a personality all her own.” The Doctor responded happily, moving around the center console, leaning into it with his flank as he set his hoof up to run along the edge.

Pinkie giggled a bit at the scene, causing the Doctor to look up at her.

“Would you like a moment alone with your Time Machine, Doctor?”

“No… not at all. It’s always better to travel with a friend. Now isn’t it?” The Doctor merely returned the smile.

“So we are friends now, Doc?” Pinkie gave him a sideways look, keeping her smile, but leaving the question hanging.

“Yeah, of course we are.” The Doctor responded offhandedly, turning a monitor towards him and setting his fore-hooves onto the console. “Now, let me just check these readouts and see if…”

The Doctor’s smile faded slowly as he looked over the monitor, Pinkie unable to see exactly what it was he was looking at.

“That…shouldn’t be possible.” His amusement dropped like a stone.

“What is it? What’s wrong?”

“She’s been resting ever since Twilight and I came back day before yesterday, and everything is functional but, her energy stores are almost completely gone.” The Doctor’s tone turned more worried as he looked over and pressed a set of enlarged, hoof sized buttons. “Where are my brainy Specs when I need them...”

“Maybe she’s hungry?” Pinkie offered, unsure what to do as the Time-Pony moved around the console.

“The TARDIS does need to eat, but it feeds on the the energy from the Universe. Well, my home Universe anyways. I was worried at first that this universe wouldn’t be compatible, that it would be like diesel in a petrol … oh wait, that metaphor doesn’t apply here does it… hmmmm. OH, Oh I know, that It would be like feeding a pony gemstones. It might be good for Spike and dragons like him, but you couldn’t get by on them, am I right?”

“Okay, I get that…. So she doesn’t like our world then?” Pinkie gasped as she came to a horrifying conclusion. “She’s not going to starve is she? I can go get things from the Bakery!”

“No, she’s getting energy from SOMEWHERE, but it’s she’s being picky… VERY Picky. She had enough fuel leftover from my home universe to run a while, but now that’s all out. Hmmm, Must be why she was all over the place the last few trips.”

“Oh You mean when it…uh… ‘she’ crashed into Fluttershy’s Cottage and Mr. Tinker’s Toyshop?”

“Precisely, granted those were both accidents, but the fact that she’s still functioning means that she was getting new energy somewhere… and…”

The Doctor Paused.

“And what is this…. Hello.” He looked a bit closer. “Seven Percent…. Nine Percent. There we go… That’s a Girl.. Now where are you getting it from?”

The Doctor took a step back and nodded, obviously relieved as he looked about.

“I’m sorry to say, Pinkie, it looks like I’m going to have to give you a rain-check on that trip to the Moon. The TARDIS will be fine, it looks like, but it will take some time to get a stable fuel level. I’ve got to figure out what she’s using for power.”

“That’s okay. But Before we go to the Moon, Could you show me around?”

The Doctor smirked, looking up to Pinkie with a large smile again across his features.

“Sure, It’ll be a first time for me too after all, Let’s go exploring. Shall we?”

As his good humor seemed to return with the relief that the TARDIS was safely, if a bit too slowly, charging itself, The Doctor and Pinkie Pie moved to the stairs, easily trotting up them and into the rooms.

So distracted was the Doctor by the drastic change in the TARDIS’ look and the strange turn of events concerning his Time-Machine’s design and layout, that he had forgotten to close the Doors behind him.  

———————————————————————————————  

Pinkie Pie and The Doctor half walked, half waddled out of the newly discovered arboretum that had formed on the TARDIS, both laughing at each other’s antics, which had led to the two of them ending up in the pond that had been formed at the center and soaking them both to the point that Pinkie’s fluffy, curly hair was drenched and flat on her head, showing just how long it was when it wasn’t in it’s usual ‘puffed’ state.

“She’s really gone all out with the bits of nature settings, hasn’t she? I didn’t even know she could manufacture Tree-borgs like that. And the little waterfall is a nice touch.”

“You know what we need to get for that pond?”

“A guard-rail to keep Pink Ponies from pushing unsuspecting Time-Lords into it?”

“Nooo, You need some Fish. They sell the prettiest sort of fish in Ponyville at Miss Pond’s shop.”

Knowing full well that the TARDIS was capable of cleaning up inside of itself, he Doctor shook himself dry, Pinkie Following suit a moment later and her hair puffing with a defined ‘POOF” a moment later as it seemed to air dry instantly.

“Oh Yeah, that is exactly what we need in here. Along with all of those extra bedrooms and the kitchen. I mean, a Kitchen? She’s never stocked more than a basic cupboard in here before. You’d think that She was expecting a whole lot of company from all of the spare bedrooms she’s got setup in here. Okay, now lets see what’s behind the next door.”

Over the last couple of hours, Pinkie Pie and The Doctor had enjoyed exploring the New TARDIS, which the Doctor had come to realize, was easily twice the size of it’s older format. Fit with multiple Bedrooms, a Library that seemed to be almost an exact Replica of the Books and Branches, Full Working Kitchens, The Pool, A gymnasym that seemed set up for a whole set of equestrian sports,  an Arboretum with a large, manageable garden inside, A Treasure Room of his own (Which he had spent a good deal of time regaling Pinkie with a few stories of his more… appealing… adventures) and his little used Wardrobe Room (Although given his current physical situation, most of those outfits were completely useless.) It was not like his TARDIS to go so ‘all out’ in designing the side rooms as it had this time around, but the exploration and investigation did have a certain thrill with it, and doing so alongside Pinkie was all the more fun as the Party Pony went all out to explore every aspect of the area, asking any number of questions.

Moving along to the next door, The Doctor set his hoof onto the handle and  turned it, looking in.

When the Doctor looked in, it took him several moments to realize exactly what it was that the TARDIS had done with this particular room.

And when he did, he found that this was not somewhere he wanted to be.

Pinkie had already pushed by him at this point, entering to take a look at the Eleven vacuum chamber tubes that circled the room. Encased inside each of them, a familiar outfit that was here, preserved for prosperity.

“Whooaa…  More of the goofy clothes.” Pinkie remarked offhandedly, amused as she started pacing around and looking at them. “Rarity would probably faint right away seeing these.”

“They’re…. Not Goofy.” The Time Lord remarked, moving into the room and noting the perfectly immaculate way in which the suits were set.

“Oh yeah? Look at this Scarf. It’s HUGE. Why would anybody wear something so bulky.”

The Doctor tried to contain himself, although he did have to admit it looked rather silly now that he thought back on it, he couldn’t help but remember the time that he had picked that ridiculously long scarf out.

“Is that… a piece of ‘Celery’? Okay, as a Cutie Mark is one thing, and fruits if Rarity is doing the outfit, maybe…. but Vegetables on clothes. ” Pinkie snickered at the white and red lined outfit before moving on. “Oh…Oohhhhh Wow. Yeah. You should NEVER let Rarity see this one. She would spit a bit if she saw this. WoW! The Rainbow Umbrella is one thing but.. Really. PLEASE tell me whoever wore this was blind.”

Pinkie laughed aloud as the Doctor Joined her, looking up at the Sixth Outfit in the line. But unlike before. He didn’t share her laughter, his face instead somewhat Solemn expression.

“Whose are these?” Pinkie asked curiously, still giggling a bit at the question-mark lined vest that was inside the next chamber.

“Mine.”

Pinkie paused, turning slightly towards the Doctor as he looked up at the Sixth Outfit.

“To be fair, I was more than slightly insane that time around. Moreso than usual. All and all, I would say the Rani did me a favor.”

“Oh…. Well, Um.. These last few are… nice.” Pinkie started apologetically, trying to keep a forced smile as she looked over the last in the line, a tweed looking coat complete with a bow-tie and a fez. Part of her was curious as to who ‘The Rani’ was, but hearing his tone, she thought better of it, her own expression surprisingly sober. “So… these are…?”

“Pieces of my past. Of each of my lives, set up like they are meant to be in a museum. But then again, perhaps they should be.” The Time Lord Sighed slightly. “Well over Nine Hundred Years… Eleven Lives… and into the Twelfth. I keep these, just a reminder sometimes of how far I’ve Come, where I’ve been…  You see, Pinkie, this is my Memory Room. I don’t usually come in here.”

He looked to her.

“I don’t often let others in here.”

The statement was left to hang thick in the air for a moment.

“There they are again…”

“What?”

“Those Old….Sad Eyes…” Pinkie started, looking back at him with concern. Then looking past him.

“Who are they?” Pinkie asked, moving past the Doctor before he managed to turn and see where she was heading.

The shelves were filled with pictures of creatures that had no fur, pony-like hair, and flat faces…. Some in black and white and others in color…. All set along in rows. Some of individuals, almost all looking like fillies, while others included colt-human individuals that were wearing the different outfits that Pinkie had unwittingly been laughing at.

“So this is what humans look like. Is this your family?”

“Oh no… no.. Well, In a sense… I suppose… sort of.” The Doctor Hesitated. “These are my… well, my companions. They traveled with me for a time… This one was Susan… she was the First… my.. Uhh, well… That’s a… well… LONG and complicated story. The Brigadier, now that was a good man. Oh.. Sarah Jane Smith. Oh she was a tough act to follow.” The Doctor nodded, his eyes fogging over slightly, as if his thoughts were a thousand miles away and his mouth was running on automatic.

Pinkie stayed quietly at his side, not asking who they were or commenting on the alien sounding names. There was an almost dreamy quality to his voice, as if he found himself lost in memories, pointing a hoof to at some, but ignoring others.

“Peri Brown….Sweet Peri. Oh how she put up with me when I was at my worse. I always loved her for that….  Ace, now She was something else, a real spitfire. No, I take that back. Donna. SHE was the Spitfire. Oh she drove me absolutely crazy, Donna Noble, ‘The Doctor Donna’.” He chuckled, moving along to the very last of the pictures in the line, a human mare with hair almost as curley as Pinkie’s own. “And River Song, Ohhh Professor Song,  The Trouble we got into and out of together…”

“Don’t worry, Doctor….” Pinkie set her hoof against his flank in a comforting fashion. “You’ll get home to see them again.”

“No…Oh no… That’s not…” The Doctor shook his head, keeping his voice steady even as he started to pull himself out of his train of memories.  “No. There’s nobody waiting for me back there…. Not anymore. Besides… I am Home. The Doctor in the TARDIS, always together. Out Exploring the Unknown. ”

His smile was forced as he turned, taking a breath and starting out of the room.

“Well, this was fun… we should take a look at what’s in the next room don’t you agree?”

“Who is she?”  

The Doctor stopped, turning to where Pinkie’s hoof had pointed. Towards several pictures that were separate from the others.

Set in a  a small shelf off to the side were several pictures of the same human filly with longer, yellow hair.

Pinkie watched at as the Doctor’s forced smile faded, looking over the pictures.

“Rose… her name was Rose.” The Doctor tried to contain himself as the Pink Pony noted the sudden mix of expressions that crossed his face. “Pinkie Pie…  I would… really, like to leave… this room…. now.”

“What happened to her?”

“It’s not important.” The Doctor started to turn away.

“Why not?”

“BECAUSE IT ISN’T!” The harsh edge of the Doctor’s voice cut almost like a knife as Pinkie finally pushed too far.

“And besides that, I think it’s my turn to ask the question? Don’t you? SO here it is!  Why is it that you are always at it with the personal questions?  I swear, you Ponies Just like Humans in that respect. Monsters and Reapers and Weeping Pegasi at the door and you’re all asking about things that don’t have any bearing on what is going on. Can’t you just see that this is Who I am… Right now, in this moment… not what I might have been or who I was around in past lives!”

Pinkie Pie stood her ground, looking past the Doctor for a moment towards the door for a moment.

Was she considering running? He wouldn’t have been surprised. As free spirited and bubbly as she was, it would have been the smart thing to do. And at this point, it may have also been the best thing.

He knew that in these moments, he was not a something that any pony would want to be around.

But she looked back to him, holding her ground without tears or yielding a step.

“Why could you possibly want to know?” The Doctor asked, his anger dissipating after a moment as a more apologetic tone started to seep in.

Pinkie Pie was quiet for a moment, having faced only a glimpse of something that was hiding under The Doctor’s fur.

“Because… I’m your friend.” She responded softly. “You said so yourself. And all of these other friends you have… You have so many of them, and these are just your closest, aren’t they? I bet there are a whole lot of others out there too that don’t have a picture in here.”

Now it was the Doctor’s turn to take a step back, shame setting in at his outburst as Pinkie continued, her tone set with concern and hurt, but still defiantly attempting to reach out to him.

“How can somepony with so many friends… be ‘SO’ alone?”

The Doctor took a few breaths, looking over to the side, down the line of pictures from Susan to River… then over to the Eleven Suits standing as mute memorial to his past.

“I’m sorry, Pinkie Pie…” He Apologized, finally bringing his eyes back up to her. “It’s just… Hard for me… Sometimes. You see… One of the ‘side-effects’ of living so long is that nobody else does.” He tried to explain,

“They all traveled with me for a time… and I cared deeply for each of them. For Susan and Sarah Jane… For Peri and Ace. Donna and River… just to name a few.  And Rose. She was…” The Doctor took a steadying breath. “Something special.”

“What happened to them?”

“Life happened. As it should have.” The Pony shook his head. “After some time, most of them went home, got on with their lives. Had their own families. They Moved On… Sometimes I could see them again. And sometimes I couldn’t. Most of them lived out the rest of their lives… without me.”

Silence hung in the air for a moment as Pinkie tried to comprehend what such a a thing must have felt like. To have so many friends, and to be left behind time and time again.

Then a thought occurred to her.

“But… aren’t there other Ponies? Like you? I mean, what was it you called yourself before? ‘Time-Lord’?”

“No…”

The answer was simple…short…and blunt, but then carried an after thought.

“Not anymore.” The Doctor sighed, his tone dragging down. “I’m not just ‘a’ Time-Lord, Pinkie Pie. I’m the ‘Last’ Time-Lord. I’m the only one left.”

Tears now welled up in Pinkie’s eyes as she tried to comprehend what the Doctor Told her, laying down with her legs folded under her as she kept her eyes on the chestnut colored stallion.

“What happened?”

Resigning himself to tell a familiar, painful story, the Doctor lowered himself down on the ground across from Pinkie, carefully folding his hooves under him in a more comfortable fashion.

“There was… A War. Do you know what that is?”

Pinkie nodded, but kept quiet.

“My People… Fought against.. Monsters… Called ‘The Daleks.” He explained, his voice on the verge of trembling with pain as he shared this moment with the bouncy, laughing pony. A pony who was not bouncing or laughing now as she listened to her newest friends. “We fought them for the sake of our Universe…for the lives of everybody that had or would ever live. In a war that stretched across time and space. We Fought them because…we were the only ones who could. We fought….”

The Doctor hung his head low.

“And we lost.”

Pinkie’s mouth fell slightly open at the admission, but was unable to speak.

“We lost… they lost… Everybody lost. Until in the end… There was no one left. No one… except for me.” The Doctor continued sadly, lifting his head as a tear rolled down his cheek. “It’s all gone now, Pinkie. Gallifrey… My Home…. My Family… My Friends…. The Time Lords…  All Gone. All that is left of it now… is the TARDIS and Me… The Last Survivors.”

Pinkie had no words to say as the Doctor Cleared his throat, taking a moment to let the weight of what he said sink in.

“And so I travel, Pinkie Pie. I keep going…. Because I have to. Because I can’t stop. Because I have to know that it was worth it. I have to know that what I fought for… what we lost so much for… that it was worth it so that they… “ He looked to the line of portraits, each one of a smiling face that had been so important to the Doctor in the past. “… So that they each had the chance to live and have their own lives. So that they could have their friends and families. I have to see what is out there and know that what I did was for them. I have to give them a chance. And not just the people, but the Monsters too. They all should have the chance. The Price that was paid for it was too high to ignore.”

Tears flowed freely down Pinkie’s face as she listened, nodding slightly in understanding.

“You were right. I do have Old, Sad Eyes. They’ve seen so much, perhaps too much….” He continued. “But… they’ve never seen anything like you.”

Pinkie looked up as the Doctor allowed a weak chuckle to escape him.

“There was a reason that I traveled with Humans…. And it wasn’t just because they looked like me. It was Because they were probably the only people in my universe that could understand it. The only ones that could look out at the beauty across time and space and see it with the wonder… with the… appreciation… that it deserves. And you Ponies… Oh you are SO much like them.”

“We are?”

“Well, there are a few differences. You are kinder than they are from what I’ve seen. You have a better grasp of your environments.” The Doctor Admitted. “You, Twilight, Spike, and Rarity. You’ve all put up with me in stride. Helped me when I needed it. And have asked for nothing except for Friendship.”

“Well…” Pinkie tried to wipe the tears away, realizing that this was an important moment for both her and the Doctor. “That’s what we value…. More than anything… our Friends. There’s nothing more powerful in all of Equestria than that bond”

“A philosophy I dearly wish all other species shared…” The Doctor Chuckled at the somewhat childish and naive concept, but it appealed to him all the same. “I think Rarity tried to ask me out on a date while she was fitting my suit…Trying to take it a bit beyond just Friendship,  But I’m not entirely sure.”

Pinkie huffed a bit, amused even as she started to climb out of the sorrow that the Doctor’s tale had imparted.

“Thank you, Doctor.”

“For what?” The Doctor was surprised. He wasn’t sure what to expect from Pinkie now, but that had not been it at all.

“For telling me.” She explained.

“You’re welcome…” The Time Lord replied softly, “Just, do me a favor, and don’t tell Twilight. She’s been curious about me. But, I would really rather not tell her before I have to. It’s… a burden, really. She’s clever, and I’m sure she’ll find out or ask sooner or later, but in the mean time, I enjoy her company and I like being able to talk with her without her worrying if this or that might bring up something uncomfortable. I don’t want her to tip-to…err… ‘prance’ around issues. Not just for my sake.”

“Now I understand why you have such sad eyes…I can’t imagine how it’s like… and I know we can’t replace them… I know that I would be happy to be your friend. And I know Twilight and Spike and all the other girls would too if you give them a chance.”

“I’m sure they would… but we would have to see. If there is one thing that I have learned in nine-centuries of life, it’s that you never know exactly what tomorrow will bring.”

“Not even if you have a Time Machine?” Pinkie raised an eyebrow, waving one hoof a bit in an ‘offward’ direction.

“ESPECIALLY When you have a Time Machine.”

“Then I bet you don’t know what’s in the next room any more than I do.”

The Doctor smiled slightly, pushing himself back up to his hooves as Pinkie did the same.

“As a matter of fact, no I don’t.”

“Well, how about you hold off on the traveling though time and space until after we’ve looked at the rest of the rooms? Okay?” He simply nodded. They trotted off to a new room.