Doctor Who belongs to BBC, My little pony belongs to Hasbro and I don't know who owns Doctor Whooves...

The stars above the plaza shone brilliantly; the visible nebulae painting a soft glow over the buildings. Everything was quite beautiful and despite the dark sky it wasn't night time like you would expect, on this planet the night lasts forever.

The light from the stars above mixed with the many colored fireworks and lasers that filled the night air, the cries of happy citizens mixing with that.

Below, on the ground was a massive plaza, stone pillars surrounded the area creating a circle. In the plaza sat all kinds of games and rides you would usually see at any amusement park, a menagerie of machines designed to make you cheer up.

But what was really interesting to the citizens of the city was the center attraction.

A massive tent squatted in the middle of the plaza, striped with reds and blacks, it was dwarfed by the massive rides and games the surrounded it. Despite this the tent seemed to be the main attraction of the night and the numerous citizens crowded around the empty stage that jutted out of the front of the tent like a hidden blade.

Suddenly, a blast of smoke erupted out of the stage to the wild cheers of the many viewers watching and out of the smoke jumped a white pony in black cape and top hat; a white mask obscuring his face. With a swish of the cape the smoke was dispersed.

"Greetings citizens of Aturin city!" The figure greeted the crowd, making them cheer even louder. "I am Illusion the Great, the greatest magician in the universe!"

As he said this, he stamped a hoof and the stage erupted in smoke once more, engulfing him entirely. The smoke cleared away again and to the surprise of the viewers the magician, Illusion, was nowhere to be seen.

"Hah Hah!"

Heads turned towards the sudden outburst and saw Illusion the Great standing on top of one of the Ferris wheel cars, the riders inside the car just as surprised as everyone else.

Illusion reached inside his cape and pulled out two small pellet sized objects. He threw them at his hooves and was engulfed once more in smoke. For the third time the stage was covered in smoke and it was again dispersed by the magician.

The crowd went wild at the stunt, much to the enjoyment of the magician. His smile was genuine as he looked to the crowd, he so enjoyed being the center of attention.

"Remember; this is a non-smoking show." He joked to the crowd, they erupted into laughter. "But enough of the jokes." He continued, walking to the front of the stage with a flourish of his cape. "This next act will require a guest for the audience." He looked over the crowd; everyone in the crowd clamored for his attention, literally climbing over each other to get him to notice. He looked down over the edge of the stage; audience members were calling up to him to let them be the guest.

"How about..." He paused for dramatic effect, jokingly stroking his chin with a hoof. He finally decided and pointed a hoof at a rather beautiful female pony. "You?"

The female shrieked in joy as did her friends that surround her, they all shouted happily to each other in that high pitched girly talk that Illusion was not fond of and eventually let go of the female pony and let her go up to the stage.

She weaved through the audience but stopped in front of the stage, looking around for some stairs to the top of the high stage but found none.

"Ah, ah!" He stopped her with his voice and bowed. "Allow me." He held out his front hooves and focused on the pony. At first nothing happened but to the pony's surprise she was suddenly lifted into the air by an unseen force. The crowd watched in disbelief as she was lifted out the stage and down beside Illusion the magician.

He applauded himself and everyone else joined in. He turned to the guest; she was fairly beautiful, a normal pony with beige fur and a mane as red as the fire engines of the old times. He emerald eyes twinkled with admiration for the magician.

"What's your name, little missy?" He asked her, acting as suave as possible.

"I'm...I'm..." She paused, apparently unable to remember her name in Illusion's presence. "Oh! I'm Scarlet!"

"Scarlet everyone!" Illusion announced to the crowd, they cheered for the guest before falling silent, all of them waiting loyally for the new trick.

"Well Scarlet..." He turned back to her. "You have been picked to participate in my new trick."

He stamped a hoof on the wooden stage and a square hole in the middle of the stage opened up. Out of the stage a strange metal box rose up; it looked to everyone as a simple solid metal box, no openings or handles, big enough to probably hold one pony and covered in many strange designs.

"The box of astonishment!" Illusion said with a flourish, waving his hooves at the box."

"Ooooooooooooooooooh!" The crowd said in awe.

Illusion stepped towards the box and knocked three times on the front of the box. To the surprise of the crowd the front of the box swung open, revealing a hollow inside.

"If you would be so kind as to step into the box." He said to Scarlet with a charming smile. She quickly did as she was told and positioned herself inside the container, smiling all the way.

"Now..." He started to explain. "I will place Scarlet in the box of astonishment and when i close it she will be gone." He said dramatically.

The crowd watched silently as her closed the box with Scarlet inside. He positioned himself with his back to the crowd and facing the front of the box. He raised his arms.

"Alemo clora nexas." He shouted at the box, waving his arms again. He stood up and approached the box, flinging it open without a moment's hesitation.

The box was empty.

Everyone gasped at this revelation, enthralled at the act.

He looked over the crowd. "Would you like me to bring her back?"

The crowd cheered 'yes'.

He quickly closed the box again, ran to the front of it and repeated the words. He walked to the side of the box and once again flung open the box.

Scarlet stepped out, happy as ever.

The crowd exploded in cheers, all of them screaming the magicians name until it became a chant.

"Illusion! Illusion! Illusion!" They cheered.

He smiled at them in his charming way. Nothing like giving people a good time.

"Thank you, and for my next act..."

***

Scarlet stood in a small metal room, not unlike the metal box she was in a moment ago save for the strange machine she was standing on.

She blinked, rubbing her eyes but the room she was in refused to disappear.

She calmed herself down, taking a few deep breaths. It was alright, Illusion the Great was probably going to surprise her again with another tick. It was all a part of the show.

Then why was she suddenly so scared?

She stepped gingerly off the platform and towards what looked like two mechanized doors. When she stood in front of them the doors slid open, the horrible sound of metal on metal grating in her ears. Eventually they fully opened and she stepped out into a metal corridor, strings of lights lead down it. She nervously stepped into the corridor, her hooves creating clanging noises on the metal floor that echoed around her.

She shouted nervously to her empty surroundings. "Hello...?"

Nothing responded.

"Mister Illusion?" She shouted to the emptiness. "This isn't very fun anymore!"

The emptiness refused to respond.

"Hello?!" She shouted, getting increasingly frightened. "Can somebody help me?!"

As she spoke she noticed something appearing at the other end of the corridor and walking towards her, its footsteps clanking against the floor.

"Oh thank goodness." She muttered, running down the corridor to greet the figure.

"Can you help me? I don't know where I am or what's going on or-"

She froze in her tracks, finally seeing what was exactly walking towards her.

"What...what are you?" She muttered in fear, now stepping back from the advancing figure who remained silent.

"Stay back!" She screamed. "Stay back!"

She backed up all the way to the sliding doors which unfortunately had been sealed shut and did not open. All she could do was watch as the figure was soon upon her, her screams echoing off the walls for no one to hear.

It was a dark winter night in Manehatten; the snow falling lightly onto the buildings from on high painting the usually grey buildings white with snowflakes.

Despite the late time not all of the buildings were silent, one small building in a dank corner of the city was still quite awake; boos and jeers could be heard for miles around.

One of the doors to the building flung open and a unicorn quickly stepped out; her usually blue and white fur and mane stained by tomatoes and other things. She slumped against the wall, sighing loudly.

"There's always sompony that brings produce." She muttered as she levitated her pointed magician's hat off her head and went to work removing as much tomato paste as she could. "I'm never working in Manehatten again, ungrateful cretins." She placed her hat back over her horn and stepped out into the snow-filled streets. She stopped in the middle of the street and looked up at the falling snow and stars.

"Nopony in this city is worthy of being in the presence of the Great and Powerful Trixie!" She shouted angrily at the sky. She kicked at the ground furiously. "It's all that unicorn from Ponyville's fault!"

She eventually stopped; her rage and energy spent and started the long trek down the streets back to her new home.

Trixie shivered intensely, her thin cape and hat not exactly providing the necessary warmth in the winter weather, her hooves turning numb in the icy snow.

She stopped when she noticed a frozen puddle in the ground in front of her. She looked down at the puddle and saw her reflection; a battered magician on hard times. All of her magic shows since then had been horrible and she had become a laughing stock. She reared up and smashed the ice into pieces.

It didn't matter to her; this was only a minor setback. She would rise up once again, bigger, better and able to smash all who doubt her. She was the Great and Powerful Trixie and she would be-

"Look out!"

She was knocked back into reality by somepony running into her, knocking both of them into the snow.

"What are you doing?!" She shouted scornfully at the pony as she scrambled back to her hooves. "Do you know who I am?!"

The pony stood up and faced her; a brown earth pony with a matching mane, he wore nothing but a tie despite the freezing cold around them. An hourglass on his flank was his cutiemark.

The earth pony spoke in a fast paced way with an accent that Trixie recognized as from around Trottingham.

"Uh..." He mumbled, tilting his head as he inspected the unicorn. "Nope sorry, should I know you? Wait, not important, I have other things to worry about."

"Not important?!" Trixie gasped. "I am the Great and powerful Trixie!"

"Oh really? Well Trixie, I'm the Doctor so basically..."

From behind the pony a massive thing stood up and roared at the two of them.

"...you should probably start running."

Trixie and the pony who called himself 'the Doctor' ran at top speed through the snowy streets, jumping over snow drifts and trying anything to stay ahead of the strange thing following close behind them. Trixie risked a glance back at the thing that continued to hound them.

It was a tall creature, easily standing twice as tall as either of them with long arms and three-fingered hands that were raised forward, trying to grab them. It ran on two legs making the ground shake beneath its large footsteps making Trixie briefly wonder how nopony was hearing this. But the strangest thing was that the thing didn't have a head. Instead, it had a large red dot on its chest.

"What in Celestia's name is that thing?!" Trixie shouted as they barreled over another snowdrift only for the thing to smash straight through it, not even flinching.

"Not sure!" The Doctor shouted back. "But I would really like to find out!"

The Doctor stopped and whipped around to face the thing, both of them coming to a stop in the middle of the street. Grinning wildly, the Doctor charged at the monster, excitement in his eyes and high pitched shouting in his voice.

The monster took one look at the screaming pony charging at it, raised its arm and swatted the Doctor away, the force of the monster's attack sending him flying into a mound of snow next to them with a 'wumph'.

Trixie stopped and was watching the scene unfold; she glared at the earth pony half buried in the snow. "What an idiot."

The monster turned back to her, its red dot focusing on the blue unicorn before it. In shorter time then it took for Trixie to react, the monster ran forward, covering the short distance between them and brought its massive fist upward to smash her. Trixie quickly dived out of the way just in time for it to slam into the ground, shaking the street as well as the snow off the buildings.

Unharmed and ignoring the clumps of frozen water that tried to bury it, the monster stood up again and moved towards Trixie once more, the force of its weight creating cracks in the pavement and the movement of its limbs creating a horrible screeching sound.

Trixie desperately searched for an escape route from the hulking monstrosity that stood before her. To her despair, she came to realize that the monster had chased them all the way to the end of the street and it ended in a dead end. There were no ways out; this was the old part of Manehatten, the buildings were slim and crowded together in packs allowing no alleyways or exits.

Trixie crouched defensively as the monster drew near. After her rather unfortunate encounter with an Ursa Minor, she knew she probably wouldn't be able to defeat it, but she still had a spark or two in her.

"Come on already!" She shouted at the monster as it stood before her. "Try and see if you can take on the Great and Powerful Trixie!"

The monster stepped forward after a moment, the beast's fist raised again to smash the unicorn in front of it.

"Yah!"

Out of nowhere, The Doctor, none the worse for wear despite having been swatted into a building, jumped onto the monster and latching onto it's back. The Doctor held something in his mouth that he pointed at the beast. As soon as he pointed it at the beast, it began to emit a high-pitched buzzing noise that hurt Trixie's ears.

The monster was apparently hurt as well; its body began trembling and went rigid. To Trixie's surprise, the monster started to emit sparks, little white sparks that shot out of it like it had been struck by lightning. The supposed force of the Doctor's attack caused the monster to seize up, its red dot going black and fall slowly to the snow-covered ground face first with a 'wumph'. It lay still and unmoving.

"Whew!" The Doctor jumped off the finally dead monster on to the snow. "That was intense!" He stopped and stretched his back; the sounds of vertebre popping reached Trixie's ears. "I suppose it could have gone more according to plan but it all worked out in the end."

He crouched down and started inspecting the monster, the strange thing in his mouth buzzing again as he waved it over the monster. Trixie watched the pony work in shock, a simple Earth Pony had taken down a monster as if he did it on a daily basis and was now joking about it.

Trixie hesitantly crept towards the dead monster and The Doctor, both nervous about the whole ordeal and furious at the unknown pony.

"Alright, that's it!" She screamed at the earth pony. "I want to know who you are this instant!"

"I'm the Doctor." He calmly replied, not even looking up from the monster as he spoke.

"Doctor who?!" She shouted again. "What kind of a doctor hunts monsters?!"

He looked up at her, pointed at himself and grinned. "This kind of Doctor and this isn't a monster." He looked back down at the thing. "It's a machine."

A confused Trixie looked at the monster more closely and to her surprise and shock the monster's skin was made of metal, she didn't notice it before because of the falling snow but the not-monster was colored a dull chrome and covered in nuts and bolts. The entire thing had visible joints on its arms and legs like a pose able doll.

Trixie prodded the machine more nervously then before. "You mean we were attacked by a walking suit of armor?"

"That's one way of putting it." He nodded. "This is a robot, a mechanical being and should not be on this planet."

"But then why is it here? How is it here?"

He stood up and pocketed the strange thing in his mouth; it looked like a small metal stick with a light on one end. "It's a scout, sent here to search the area for some reason and as for where it came from..." He shrugged. "I have no idea."

Trixie glared at the Doctor and stepped over the robot. "Alright, Doctor whatever, Trixie demands that you explain and that you explain now!"

He opened his mouth to explain but froze in surprise and looked back at the robot. He planted his ear to the robot's body and gulped his eyes wide and pupils shrunk.

"No time!" He shouted, grabbing Trixie and pulling her away from the robot. "We have to go!"

"What?! Let go of me!" Trixie pulled against the earth pony.

The Doctor persisted. "We should probably try and get away from here as fast as possible."

Trixie planted her hooves in the ground and held firm against the Doctor. "Give Trixie one good reason why Trixie should go with you!"

His expression suddenly got very serious. "Because in a moment or two this street is going to be lit up like a Christmas tree."

"Christ-mas?"

He stopped. "What." He said in a high-pitched manner, his previous serious expression disappearing completely. "You ponies don't have Christmas?" He shook his head. "Wait, not important again, we need to go!"

He resumed dragging the unicorn until they were behind a building a few feet away. The Doctor pressed himself against the building and closed his eyes.

"You might want to hold on to something."

"Hmph!" Trixie stepped away from the pony that was hugging the wall for some reason and towards the street again. "Trixie thanks you for helping her defeat that monster, insane earth pony but Trixie really must be going-"

Her voice was cut off when an explosion racked the street, knocking Trixie to the ground and gave off enough light to briefly light up the street as if it were the daytime. As fast as it had happened the light receded and night overtook the street once more.

Trixie shakily rose to her hooves and rubbed her eyes, temporarily blinded by the lights. The Doctor released himself from the wall he had clung to and walked over to the street.

"There, see? Or rather, I guess you can't, sorry."

"Wha-?" Trixie strained to focus on the earth pony. "What happened?"

"The evidence is gone." The Doctor stated, leading Trixie out to the street, the area where the robot had fallen now a crater in the ground. A few building around the crater had been demolished but luckily nopony had been inside.

"Huh, more sound less force." The Doctor muttered, walking up to the crater. "And not a rivet left."

As her vision returned, Trixie stared mouth agape at the scene.

"What are you?!" She shouted at the pony after a moment of silence. "How did you take the monster out and why are you so nonchalant about it?!"

He turned back to her, thought for a second and shrugged.

"Don't know, must be because I've done this kind of thing for so long, though to be honest I was trying to take a vacation here, get away from it all when this little problem arose."

The sounds of thundering hooves and clanking of armor alerted the two to the coming arrival of the royal guards.

The Doctor walked away at a brisk pace. "Well, that was fun but I should probably go before the guards get here and demand an explanation...

He trailed off as he noticed Trixie; she sat in the middle of the street, looking at one of the demolished buildings sadly.

"Um..." He walked up to her cautiously. "Are you alright?"

She pointed a weak hoof at the rubble.

"That's my house." She said quietly. "Or it was."

The time lord went silent in realization. "Oh, but all of those building were dilapidated and...old." He should know he was there on the day they had been built; he had been fighting intergalactic termites.

"The rent was cheap." She shrugged tiredly. "And it was the only place I could afford after I lost my last home."

"Oh?" The Doctor sat down next to her. "What happened to your last home?" He gasped. "It wasn't termites was it?"

"What? No!" She stood up and smashed the ground angrily. "It was that blasted Twilight Sparkle in that blasted Ponyville! She made a fool of me when an Ursa Minor attacked the town and destroyed my wagon!"

"Twilight Sparkle..." He murmured quietly for a second before gasping loudly. "That means that you're the Great and Powerful Trixie!"

"You've...heard of me?" She asked, cheering up just a little.

"Oh this is brilliant!" He grinned. "The pointy hat, the swishing cape with the stars and the tomato paste..."

He stopped when he fully realized what he was looking at; a sad, stained, soggy unicorn sitting in front of her home that he had inadvertently destroyed. He noticed tears welling up in her purple eyes.

The sounds of guards got louder by the second, they would be here at any moment.

"Come on." He grabbed her shoulder. "You can come to my place, get all cleaned up."

She stared at him warily.

"It's either come with me or stay here and be charged with arson."

Trixie rose weakly to her hooves, she shook off any assistance from the Doctor and the two started trudging through the snow.

***

"...not that there's anything wrong with tomatoes but celery is clearly the more decorative vegetable." The Doctor concluded. The two of them stepped into the newer side of Manehatten, The buildings around them were much more elaborate and spaced apart.

"Uh huh." Trixie mumbled, he may have lifted her spirits somewhat before but the eccentric pony was beginning to become a nuisance. "Are we there yet? My hooves are getting sore."

He pointed in straight away from them. "It's right there."

She followed his pointed hoof and gasped in shock. "It's amazing!" She said, actually astounded.

"I know." He proudly responded. "She's beautiful isn't she?"

"You live in a mansion?!" She ran forward excitedly.

"Yep, the TARDIS is the most amazing-wait what?"

He watched as the magician completely ignored and ran past the big blue box that sat on the corner despite not having been there yesterday and looked up at the elegant mansion that took up and entire block, making the Doctor's box seem very insignificant.

"Oi!"

Trixie stopped looking at the amazing house and looked back at the Doctor, who was fuming with anger.

"That's not my place!" He shouted angrily.

"Oh, do you have a bigger place?"

"As a matter of fact, yes." He walked over to the blue police box that sat on the corner and patted its side. "This is the TARDIS."

Trixie walked over towards the Doctor and inspected the box; it was a strange wooden box colored blue with windows and a light on top, the sign above the door to the box read, Police public call box. It barely looked like one pony could fit inside.

The Doctor ginned. "What do you think?"

Trixie dryly replied. "Trixie thinks that you're poorer then her."

"Hey! I'll have you know that the TARDIS is even bigger then that house over there."

"Maybe in your insane fantasies." Trixie muttered. "Listen Professor..."

"Doctor!" He rebutted. "I'm not going through that again."

"...whatever, listen, Trixie really appreciates that you're a fan of the Great and Powerful Trixie but Trixie thinks that you're insane and Trixie really must be going...."

She froze up, not from the cold but because the Doctor had pushed the door to the TARDIS open with a hoof, revealing the... rather spacious interior.

She stepped silently towards the opening, light pouring out from within and illuminating the dark street, and stuck her head in the doorway, peering nervously inside the box.

The room was circular like a dome; the walls were covered in what looked like bronze plates held in by massive rivets, the walls themselves were held up by strange looking pillars that circled the room. The room itself was fairly well lit, lights hung all around the room but the biggest light was the one in the middle.

A strange machine squatted in the middle of the room, it was covered in a multitude of sometimes literal bells and whistles and a pillar rose from the middle of the machine, rising to the ceiling. A green light poured softly out of it, painting everything around it in a green tint.

"Well?" The Doctor asked as he walked up beside her and into the TARDIS closing the doors behind him, his grin going from ear to ear. "Aren't you going to say that it's bigger on the inside?"

Trixie spoke slowly, the composure in her voice that she usually had gone.

"Isn't it obvious?"

He glanced around the room for a moment.

"I suppose so but I just love it when they say that."

She walked slowly into the room, pausing to look down at the glass floor that made up the floor farther in. The Doctor sat at the console, frantically working the levers and switches.

"Now despite having among other things, a race course, a home theater, and a swimming pool, I do not in fact have a washing machine."

Trixie wasn't sure how to respond to that and settled for a confused look.

"But..." He continued. "I do know the perfect dryer for those wet clothes."

He reached for a lever and slammed it down. Soon after he did the room was overtaken by a trembling that shook Trixie to her core, the trembling accompanied by the strangest noise.

Vworpp....Vworpp....Vworpp....Vworpp...

The noise soon stopped along with the trembling and the TARDIS was still again.

"There, that should do it." The Doctor said, standing up from the controls.

This was enough for Trixie. "That's it! First Trixie thought that you were fairly nice, now, Trixie thinks that you are quite mad!"

With a swish of her soaked cape, Trixie made for the doors.

"The Great and Powerful Trixie does not care for your special effects, she can make just as much noise and light."

She stopped at the doors and looked back at the pony who watched her. She pointed a hoof at him. "You are just a second rate special effects Pony with too much time on their hooves." She snorted derisively at him. "And Trixie bids you adieu."

With that, she turned around and pulled open the doors.

The sun was there to greet her.

In a burst of speed that the Doctor thought impossible before for unicorns, Trixie had bounded across the room away from the still open doors, shrieking all the while. She quickly jumped behind the TARDIS console and hid in its shadow.

"W-what is that thing?!" She shrieked at the Doctor, pointing out to the open doors and the star beyond.

The Doctor couldn't help but chuckle at the magician's expense. "You should know it." He stated, walking to the doors and opening them fully. "It is the thing that your Princess moves through the sky every day."

Trixie stared at him; face full of non-understanding.

"It's the sun, your sun to be exact."

Trixie stepped hesitantly from the console and to the doors, the massive ball of light hung at a very long distance away from them, surrounded by a black nothingness dotted by a few bright stars that sat billions of light-years away. The light from the sun covered them both in warmth; Trixie could already feel her clothes drying.

"Shouldn't we be like dying from air loss or exposure to space?" She asked bluntly. "...or burning to death?"

"Not really, the TARDIS has a shield with an atmosphere generator providing air." He paused after replying. "Well either that or it's the field in A-76 providing oxygen."

"Field..." The exasperated Trixie muttered, she curiously stuck her head out the door, half expecting her eyes to explode from the exposure but to her surprise nothing happened and to her greater surprise she found the TARDIS to be floating in the middle of nothingness.

She peered straight downward and gasped. Underneath the TARDIS and the sun floated Trixie's planet, the easily recognizable continent of Equestria right under them. The planet sat still, Trixie could see the sun floating very slowly around it at this angle.

"Fascinating, isn't it?" The Doctor asked, looking down alongside her. "I have seen several very extraordinary worlds but this one is amazing." He laughed giddily. "Imagine; a world full of talking, magical horses catching my interest."

"Alright." Trixie started, pulling her head back into the TARDIS. She could already feel her pride rejuvenating from the sun's glow. "Trixie demands that you explain yourself and don't try to back out of it." She pointed to the sun. "You have no place to run."

"Well I could actually hide in the TARDIS." He stated. "But with your magic-y stuff, you might just find me so..."

He ran up to the console and struck a heroic yet absurd pose.

"I'm the Doctor." He said quietly yet boldly. "To put it bluntly, I'm a time lord; an alien from the planet Gallifrey. I have lived for nine hundred and three years and I have saved the universe at least as many times, including this world."

He finished speaking and looked up at Trixie who was silently watching him.

"HAHAHAHAH...!!" Trixie rolled onto the floor, her face contorted in laughter.

"Hey!" He yelled at her, his heroic act gone. "I'm telling the truth!"

"Oh really?" She spoke in short gasps. "Trixie gets the time traveling thing but you can't be an alien, you look like any normal pony."

He smirked. "Well looks can be deceiving."

Trixie looked around the room curiously. "So...time traveling box."

"Yup, time and space."

"This box could take me...anywhere?" Trixie asked slowly, an idea forming in her head.

"Well...yes." He admitted confusedly. "The old girl can take you anywhere and anywhen."

"Well then..." Trixie rushed forward and slammed into the Doctor, knocking him to the floor.

"Hey!" He cried out.

"Trixie guesses that you wouldn't mind if she took it for a ride then!"

She quickly moved to the console and began randomly flipping and turning the many switches and knobs on the machine.

"Oi!" He shouted as he got up quickly. "Get away from her! You can't drive the TARDIS!"

"Oh really?" She retorted. "If an alien with no magic can do it, the Great and Powerful Trixie can do it twice as better."

She flipped a final lever and the machine began to emit the noises from before; the TARDIS beginning to shack and rattle.

Trixie grinned wickedly and laughed. "Yes! With the powers of time at my disposal, the Great and Powerful Trixie will go back in time to that dreadful Ponyville and show that nopony Twilight Sparkle who's the greater magic user!"

After a moment the sounds fo the TARDIS began to die down and everything came grinding to a halt.

"Yes!" Trixie shouted, sprinting towards the doors. "Revenge will be mine!"

The Doctor watched her go with mild surprise at the unicorn's actions. He rose up, dusted himself off and trotted towards the doors, after the magician.

***

Trixie magically threw open the double doors and jumped through them to the beyond. The wind rushed past her as she flew out and landed in some grass.

"Twilight Sparkle!" She shouted bravely. "You had better be prepared for the Great and Powerful Trixie!"

She posed and looked around for the stunned unicorn that would be facing her doom.

She wasn't there.

She still held her pose, her eyes desperately searching the area for her rival, but she found nothing of the sort. Instead, she found something else; a group of ponies standing in a street, staring at her.

"Excuse me?" A voice called, an earth pony wearing a jacket and cap looked up at her.

"Could you get off the flower bed please?" He asked meekly. "You're crushing the plants."

Trixie hung her head, took whatever dignity she still had, and stepped down from the flowerbed and onto the stone street.

"And can you take your box please?" The Gardner asked her.

She turned, confused by his words, and found to her surprise, the police box sitting on the same patch of earth. Shortly after she stepped down, the Doctor poked his head out of the doors, quickly looking around before stepping out.

"Heh, heh..." Trixie laughed jokingly. "You know, Doctor. I only tried to take over because...because..." She racked her brain for answers. "A joke! Yes, a joke."

Luckily, the Doctor was to busy looking around too notice the unicorn groveling at his hooves. His head was pointed upwards, his eyes tracing the buildings around them.

They were in a street, but not one in Ponyville, that was for sure. The street they stood on looked old, with a simple paved road and a massive fence that lined it. It all paled in comparison to the buildings around them; massive skyscrapers made of metal, steel, and glass that lined the outsides of the street, curling upwards into the skyline where Pegasus and strange things flew around them.

To Trixie, it looked like a dream. To the Doctor, it looked vaguely familiar.

"Um sir?" The pony from before spoke to the Doctor. "Could you please move your stuff off the flowers?"

The Doctor, in a trance, ignored the pony and stepped down towards Trixie.

"This place..." He mumbled. "I know this place."

"Doctor?" She stepped towards him and waved a hoof at him. No response.

"Doctor!" She shouted loudly, angered by his ignorance of her.

"Hmm?" He left his trance and looked at her questioningly, the ever-present smile on his face.

"Where are we? What happened?"

"Ah, well you remember when you tried to take control of my TARDIS and try to enact your horrible vengeance?"

"...yes." She replied plainly.

"Well since a TARDIS usually requires up to four people to drive it, you missed your mark." He looked around briefly. "By a longshot."

She sighed, defeated. "Then, where are we? And why are there ponies everywhere?"

"Not sure, yet." He turned to the gardner. "Um, hello there? Can you tell me when we are?"

The Gardner pony stared at him like he had gone insane. "Don't you mean; where?"

"Yeah, sure. You can tell us that part too."

"Well, there's a terminal right over there you can ask." He pointed a hoof to further down the street, where a large black box sat on the edge of the street.

The Doctor nodded and waved to Trixie. "Thanks. Come along companion!"

"Companion?!" Trixie shouted at the earth pony as they moved away from the TARDIS. "Trixie is not a companion. She is a leader."

"Well then, come along leader." The Doctor continued regardless.

They quickly approached the box; a small, square, black thing that looked like it rose up from the ground. It had a black screen on one side and nothing else. Trixie swore that it turned to them as they approached it. The Doctor inspected it once before tapping the screen with a hoof, causing it to light up. He reached into his collar and pulled out the silver rod, holding it in his hoof so that the glowing end pointed at the screen.

"What is that thing?" Trixie asked, gritting her teeth as it emitted the buzzing noise once again.

"This is my sonic screwdriver." He explained without taking his eyes off the box. "It's gotten me out of quite a few scrapes."

"A screwdriver." She said flatly. "You're a time traveling alien and you use a screwdriver."

"A sonic one. It's different."

The screen started to flicker under the sonic screwdriver's influence and morph into a black void filled with swirling lights. A string of data ran down the side.

"I don't believe it." The Doctor gasped quietly.

"What? What is it?"

"Fantastic!" He laughed. "This is absolutely amazing!"

"Will you stop giggling like a schoolfilly and tell me what is happening?"

He pointed estatically at the screen where three red circles were surrounding the group of stars.

"We are in the forty-second century, and on the planet Starro; number three in the top ten planets that you should go to! Right behind the one with the green sky!"

She didn't know what that meant but dryly responded. "Goody?"

"But that's not all." He traced the three circles with his hoof. "According to this monitor, this planet is a space port for the Celestial pony federation!"

"Pony...federation?!" Trixie gasped at his words, looking over the large clusters of stars. "You mean...we did all this?"

He clapped his hooves together. "Yes! Exactly! Your race is almost equal in power to the human empire!"

He ran to the end of the street and turned back to her.

"Come on then! Don't you want to explore your future?"

Trixie watched the pony, who might not be a pony, wave for her to follow into the strange city of the future that her race's descendants had made.

"I can't believe I'm doing this." She muttered to herself before running after the strange pony.

"Hey wait!" The Gardner yelled at them. "What about your box?"

***

The two walked slowly down one of the bigger, more modern streets of the city. Pegasus, earth ponies, and unicorns raced around them, running off to whatever they had to be doing at the moment and completely ignoring the two.

The street was lined with every store Trixie could think of. Various clothing stores and boutiques competed with one another, even when they were right next to each other. Numerous food stores and restaurants also took up space. Trixie could see the familiar signs for such things as a daisy sandwich and hayfries as well as the odd sign for Colorvian blugg.

"Okay," Trixie drew her eyes back to the Doctor. "If we are going to travel together, Trixie demands to know what you really are."

"I told you, I'm a time lord."

She groaned. "Trixie knows that, whatever it means. But you're not really a pony though."

"Well that's true." He admitted. "I actually look like a human in my normal form."

"Hugh-man?" She sounded out, ever confused by his words.

"Yeah, it's like..." He looked up at the sky in thought. "It's like being a tall, naked monkey."

"Sounds ugly." Was all she could say.

As they walked, they began to notice a commotion up the street, a group of ponies were excitedly shouting to everyone that was nearby. The excitement seemed to run down the street and everyone was starting to move in one direction.

"H-hey!" Trixie shouted as ponies bumped past her.

"Excuse me?" The Doctor poked one of the passing ponies. "What's going on?"

"You don't know?!" The unicorn said, shocked. "Illusion the Great is holding another show! You need to get down there before all the good spots are taken! He's like the greatest magic user ever!"

The pony raced off, leaving them behind.

"Illusion the Great?" The Doctor repeated to himself. "Sounds like a magic show, what do think we go and see it, huh Trixie?" He turned his head to see his companion but found only empty air.

"Trixie? Trixie?"

He looked up the street and easily found the show pony running down the street, her cape swishing in the wind.

He grinned. "Alright, I'll follow your lead." He quickly took after her.