The Doctor awoke, on the ground of the TARDIS, he got up and took a good look at himself, "Okay, I'm a talking horse, with an hourglass tattoo on my flank, in a crashing TARDIS, being chased by a my arch enemies, I've honestly had worse days."

PonyVille Library
Twilight, awoke to a seemingly normal morning, Until she got a knock on the door, "I wonder who that is." she said, thinking about something more cliche than what she had just said. When she opened the door it was a strange pony who seemed to have an essence of insanity around her, Pinkie Pie (you thought it was the Doctor didn't you?)
"Good morning Twilight, how are you?" the pink pony asked.
"Oh I'm fine Pinkie how about you?" Twilight kindly asked.
"I'm great, in fact so great! There's a new Pony in town, and i'm throwing him a party tonight, are you going to be there?" Pinkie asked with a grin that would make anyone say yes.
"Of course, I mean in a town this small a new pony is something we rarely get, what this new pony's name anyway?" Twilight asked, with a curious tone.
"Oh, i don't know i just saw him and new he wasn't from around here, so if you see a brown colt with an hourglass cutie mark, tell him to be at Sugar Cube Corner at Seven." Pinkie said then bounced off.

A back alley in PonyVille
"Okay old girl, now that we have you stabilized, you can self repair while i go get used to my new body." The Doctor said to the TARDIS. He walked around surveying the town, all ponies like himself, the only thing out of the ordinary was a pink pony bouncing around telling everyone something about a party until she finally reached him.
"Hi there," the Pink pony said, "I'm Pinkie Pie, and i hope your ready for your party tonight at Sugar Cube Corner, seven o'clock sharp!" Pinkie said.
"Oh i'm afraid i'll be leaving by then, sorry." the Doctor said with a feeling of guilt.
Pinkie started putting the Doctor into a guilt trip, "But there will be Food and Cake, and Dancing-"
"Dancing," the Doctor interrupted, "oh I love a good dance, I'll be there, but then i must leave!" he insisted.
"Fair enough." Pinkie said.

Sugar Cube Corner
Twilight arrived with a small package, a book, her standard 'welcome to PonyVille' gift. She sat down with her friends and began discussing with Pinkie about the new stranger. 'who is he, whats he like, whats his name, is he staying long' all a bunch of questions resulting in an 'I don't know' from Pinkie Pie.

The Doctor arrived, everyone shouting "Welcome" and he shouting back "Thank you" and he made his fake introduction. "I am, Colt Swift, thank you for the party, and the gifts so let's get to it!"

As the night died down, Twilight got a chance to talk with the stranger "How are you enjoying PonyVille."
"Oh it's lovely but," he took out a tube with green bit on the end, which started to flash. "I really must leave as soon as possible-"

He was interrupted by another, strange colt entering, wearing a sharp suit. "Hello, I'm looking for one Doctor. Has anyone seen a brown colt with an hourglass on his flank."
"A friend of yours?" Twilight asked.
"Yeah you could say that, or you could say he's trying to kill me."

Twilight heard this and sprang into action, "You won't heart our friend!" she said.
"Oh, he's made a friend. You'll do just fine." he said, and grabbed her. "Doctor, if you want her back alive you'll meet me in the town square in one hour." and the two were gone.
"Twilight," Rainbow Dash said, " when we find that guy i'm gonna kick his-"
"No need," Interrupted the Doctor.
"Colt," Rarity said, "Do you know this doctor that strange stallion was referring to?"
"My name isn't actually Colt Swift," the Doctor explained. "I'm the Doctor and i'm going to save Twilight."
"Who was that Colt anyway," Applejack asked. "He seemed to know you just fine 'Doctor'." she said putting air quotes around his name.
"He's like me, a traveler with no name, so he took to calling himself the Master." The Doctor had a sad look in his eye.

The Town square
"When he gets here i will make him pay!" the Master said to no one in particular.
"Is that anyway to greet an old friend, Master?" the Doctor arrived. "Ms. Sparkle he hasn't hurt you has he?"
"No i'm fine, he's just been ranting about this Doctor. " Twilight responded.
"Well speak of the devil and he shall appear, wont he Doctor?" The Master screamed at his enemy's name.
"You, your the Doctor?" Twilight questioned.
"The thing about devils, is that they run when a good man goes to war." the Doctor replied, "I think you'll find that I am not going to let you win. And if you think that its a good idea, kidnapping innocent ponies to get to me," He was shouting, "then you've forgotten, you've forgotten every dark day in history, you've forgotten every one of our encounters, you've forgotten what i did for our people in the time war,you've forgotten what i did to our people, and you've also forgotten the most important thing about me."
"And what is that," the Master shouted.
"I'm not done regenerating." The Doctor smiled as he was surrounded by a golden light, which then seemed to attack the master. "I gave you, enough chances. Now i'm going to tell you, there is one thing that you will always remember, even after your gone. I am the Doctor, the Last of the TimeLords, and you are a memory that's been following me for too long."
The master was gone, not dead, just gone. The Doctor helped Twilight down from where the Master had tied up, and as her friends swarmed around her, he walked away. Returning to the TARDIS.
"Well old girl," the Doctor said. "I've faced my demons, we can go now."
As he was preparing to leave he was suddenly interrupted by six ponies and a baby dragon knocking on the TARDIS doors.
"What's this then," Twilight asked. "You still need to explain what just happened."
"Oh well, that was just a terrible figment of my imagination brought back to life during my regeneration, i absorbed him again, he's gone." The Doctor explained.
"So now your just going to hide in this box?" Rainbow Dash asked. "Some super hero you are."
This got to the Doctor, "would you like to step inside for a sec?"
As the seven entered they, where astounded. "I'ts bigger on the Inside, I know," the Doctor said, but as he tried to tell them to leave, the TARDIS sparked to life, and took them all far away from the dark alley.

The TARDIS.

"Okay, i guess your coming with me," the Doctor said. "GERONIMO!"
The TARDIS was doing its traditional spinning and flailing about in the time vortex, getting struck by lighting, and ultimately causing most first time time travelers sick, until it finally landed making its trademark noise.

"What in Celestia's name was that all about?" Rainbow Dash asked, "you pony-napped us!"
"I did no such thing," the Doctor replied. "The TARDIS did it all that when it picked up life forces."

Twilight finally got up, she looked around and said "What exactly is a TARDIS, Doctor? I've never seen any magic like it."
"Well you see Twilight, i'ts a Time And Relative Dimension IN SPACE, developed by my people so that we could see the universe." He explained, sounding quite proud.
"Big deal," Rainbow Dash said, "I can fly smoother than this hunk of junk."
"Oh, yeah?" the Doctor questioned, "go look out that door, right now, I dare you." He was getting furious at the pegasus.

Rainbow Dash accepted the dare, her jaw dropped when she saw that they where floating in space. Soon, everypony was having the same reaction as Rainbow Dash. then Twilight remembered to a few seconds ago, 'his people?' she thought, and decided to question him on the subject.
"What did you mean when you said 'your people' you look like any ordinary colt to us." she asked.
"Well since your all here, I suppose I could tell you. I'm from a different planet, I'm a different species entirely, I suppose a 'TimeColt' would be proper, from 'Gallopfrey'" he laughed to himself, not realizing the shock his new companions were in, "Oh come on, beginnings are so slow, let's get to the action!" The Doctor turned to the console of the TARDIS, "Oh here we go, the year is 3026, and we are orbiting the Celestia Colony ship 224." He told the others.

"Wait did you say year 3026, no that's impossible ," Twilight said. "The year is 1001, you must be wrong."
"Oh did I forget to mention, it travels in time?" he stuck his tongue out at Rainbow Dash, who muttered something under her breath. As the others were getting over their new surrounding, the Doctor went to a radio, "Celestia224, this is the TARDIS, permission to come aboard," he said rather formally. after a few seconds of white noise the radio sparked to life.

"Permission granted, docking bay 36 is your stop." the voice said.
As the TARDIS made a smooth landing everypony piled out of the TARDIS.

"Okay," the Doctor began. "I've never had this many companions so i want teams of two. We can meet back here in three hours." He tapped his wrist.

Everypony saw what a bad mood Rainbow Dash was in, so they all teamed up until it was only her and the Doctor. 'Great' he thought, 'I get paired up with her.'

They traveled the ship in silence for a good twenty minutes until Rainbow Dash finally spoke. "Why did you bring us here its boring!"
"Boring?" he said, "these are your descendants, traveling space and you think its boring?" he looked around and found that she was right. "I didn't bring us here, anyway the TARDIS did."

"Have you considered trading that one in for a new one?" she asked.
"There are no more, that's the last one and she's perfectly fine." the Doctor responded.

"For an advanced alien race, your kind of dumb." She stated. "And what kind of name is 'Doctor' anyway?"
"Its a fine name," he said. "and how would you know, I'm the only alien you've met."
"Well what about that 'Master' guy, he was the same as you wasn't he?" She said in an insulting way.
"Listen here missy-" he was interrupted.
"Missy? Your not much older than me, what are you like twenty." She mocked.
"Add about 900 years," he said, with a monotone voice.

Meanwhile, Fluttershy and Rarity where at some sort of food court. "So Fluttershy, what do you think of this Doctor?" the unicorn asked.

"Well-um, not to be rude, or anything but he seems... well older than he looks," the quiet pegasus replied.
"Well," Rarity thought for a moment, "He seems to fear nothing, as though he's seen it all, truthfully i'm envious."
As if the universe had a sense of irony, the alarm sounded, and ponies of all ages started shouting and running away from the noise, the captain cam on to the P.A. system. "Prepare for boarding, we are under attack by Dalek forces.

The Doctor heard the announcement and stopped everything he was doing. "Rainbow Dash i need you to find your friends, and get them back to the TARDIS, NOW!" He shouted. and she flew as fast as she could.

The Doctor ran to where the ship could be seen, it was definitely Dalek.

Back at the TARDIS

Rainbow Dash had gathered her friends, one by one they piled into the TARDIS.
"Where's the Doctor?" Pinkie had asked Rainbow Dash, who was about to answer until the TARDIS monitoring functions came up. they could see the Doctor, standing alone in a large hallway, when he was suddenly joined by three, horrible looking machines.

"DANGER DANGER, THE DOCTOR WITHIN SIGHT, EXTERMINATE, EXTERMINATE" the Machine on the left said.
"Yes yes, we've been over this quite a few times, but how about this time we skip it." The Doctor was acting differently than any if the seven friends had seen.

"Is he, angry?" Spike had asked, "Not like earlier with Rainbow Dash, he seems like he's a whole different pony."
"Shucks," AppleJack had said. "He looks madder than a hare at a tea party."

"Pfft, whatever," Rainbow Dash said. "He's just got to kick over a couple of trash cans, why is anyone concerned?" she said, secretly worried about him.
They looked back to the screen, "WHAT IS THE PURPOSE OF YOUR BEING HERE" one of the machines asked.
"Well it was to have some fun, but it looks like I'm going to have to stop you, aren't I?" The Doctor said. "Now i want you to scan through your data core, and think of the words that the ancient Daleks refer to when they speak to me."
The Dalek hummed for a second, then spoke "MERCY!"
"What am I?" the Doctor demanded.
"MERCY, MERCY!" the creature pleaded.
"What AM I?," he raised his voice.
"THE LAST OF THE TIMELORDS." The Dalek responded.
"WHAT AM I!" the Doctor shouted.
"THE ON-COMING STORM, DESTROYER OF WORLDS!" The Dalek spoke.
The Doctor spoke one word, "Run."

The Daleks teleported back to their ship and immediately fled.

The TARDIS, orbiting Celestia224.

While the others were talking and laughing, the Doctor was looking out into the void of space, when Rainbow Dash sat next to him. "Let me guess, i needed to beat the Daleks in a way that was twenty percent cooler." He joked.
Rainbow dash looked at him, "Why did they call you the last, of the TimeLords?"
"I've made a lot of mistakes in my life, I've ruined a lot of lives. I am the last, and they fear me because I killed the others." He said.
"Why would you do that?" she asked him.
"we were losing a war, we had a backup plan, it would've killed all other life in the universe." he said, "so instead i wiped out my people and the Daleks." The Doctor noticed that the background noise had ceased and turned around, everypony was listening to his story. "Well I'll be getting you lot back now, after all I did say i would take you back didn't Rainbow Dash?" he asked.
"You know that was when i thought you where some crazy colt with a box, so i guess we can keep going." she replied. Everpony cheered and before he went to the console, he pulled Rainbow Dash aside. "I am a crazy colt with a box." He said.
"Doesn't take a time traveler to figure that one out," She smiled at him.

The TARDIS.

Everypony awoke on the floor, completely disoriented, all except for the Doctor. The TimeColt was pacing around the console of the TARDIS, muttering things under his breath, "Oh please don't let it be... keep it together...," finally he turned and looked at his companions. "I'm sorry, I am so sorry."

Twilight noticed that a tear escaped his eye, "What is it Doctor?" the unicorn asked.
"I'll answer that," they were interrupted by a strange colt, wearing a fez, of all things. "Well, well. It seems our little game is beginning again, isn't it." He looked around, "Oh, Miss Sparkle, whats wrong is that he knows whats going on, and he can't stop it!" The colt laughed hysterically.

"He can stop anything!" Rainbow Dash shouted, "Go on, show him him how you beat the Daleks."
"Oh, Rainbow Dash, I know more about him than anyone else in the universe." He said, "and whats the point of knowing so much, if you can't teach it to everyone else?"

"Stop it," the Doctor pleaded, "No one should have to live through my life, especially not my friends."
"Have you ever wondered, Twilight, What happened before he crashed in PonyVille." The colt had asked, then turned to AppleJack, "If he's honest about himself.," then to Pinkie, "Has he ever been happy?" Then he looked a Rarity, "what he's taken from ponies?" then to Fluttershy, "Is he kind?" and finally to Rainbow Dash, "What happened to all of his loyal friends." He paused and looked at the Doctor, "Well today your going to learn, oh so very much."

"Who are you," AppleJack had asked with a Fluttershy stutter.
"If he is a lord of time," The colt slowly said. "Then I am a lord of dreams, and this colt," he pointed to the Doctor, "has so many Nightmares."

One by one Twilight saw her friends disappear, finally smoke surrounded her, and she was whisked away into a different place. She saw the Doctor as an old colt, doing so many great things, but then the images stopped at one moment in history. A strange planet with an orange sky, a great civilization, but it all started to fall under a shadow. she looked up and saw it, the great blue box, projecting energy over the planet. Slowly and painfully, everypony on the planet stared to die. And she heard the laughing of the Doctor.

"Pity, isn't it?" The Dream Lord asked, "He wiped out his own people, just to see them burn."
"No, I don't believe you!" Twilight cried, "He is a good colt."

"Yes," the Dream Lord agreed, "But good colts don't need rules, as he once said." and with that the two faded out of this nightmare.

AppleJack awoke to the moment the Doctor revealed himself, "I'm not Colt Swift." he had said after lying to everyone.
"Maybe that dream fella was right." she said to herself.

"We both know I am, AJ." the Dream Lord appeared, "Rule one, the Doctor lies. It's been this way since the beginning. Did you know that his closest friends thought he was dead, on Celestmas?" They were swooped away to the image of two ponies, Amy and Rory. "He kissed that colts wife, and never told the mare his greatest secret. But you know who he did tell AJ? Your friend Rainbow Dash, he told her his secrets. I guess he didn't think that you were, trustworthy."

AppleJack became mad, and as she released her anger in a shout they turned to smoke and fled the scene.

Rarity was experiencing a bunch of memories of the Doctor, never asking anything in return for his deeds, until she saw him as a foal, in a museum. Stepping into the big blue box. He took it, and never returned it. Then Rarity saw many different ponies, mostly fillies. each time a voice said, "Come with me."

"Oh yes, he took all those poor fillies away from their homes," the Dream Lord coughed, "Oh but whats more is the box, that box could have saved so many that he just left behind."

"Well, that's not very gentlecoltly of him, after all he seems so nice, but it is all a ruse?" Rarity questioned. and they faded away from the images.

"You are everything I despise!" Fluttershy heard the Doctor say.
"Colonel Runaway" he spoke mockingly.

"This can't be the same colt," she said to herself, before a voice entered the space.
"Oh it is, he can be ever so cruel, don't you think?" The voice asked.

"E-everyone loses their temper sometimes." Fluttershy responded.
"But when he loses it entire species die, doesn't that make you sick?" The voice asked.

"Oh, everyone makes mistakes." Fluttershy said cutely.
"But he killed so many creatures, purposely!" the voice insisted.

Fluttershy began to cry as she saw a similar image to Twilights.

"Oh, oh my." she started to cry, and her tears sent her away.

"Wow the Doctor knows how to have fun," Pinkie Pie said in a squeaky tone.
"Yeah, if you consider libraries and museums fun." the Dream Lord said. "He always stops at boring places, to check up on his 'score'."

Pinkie saw the Doctor in a giant library, the size of a planet, and in a museum, constantly checking every exhibit.
"He also goes to quite a few sad places." the Dream Lord implied as she showed Pinkie pie the image of a blank white wall, and then him standing outside a house in the rain.

"Doesn't sound very fun." and she was whisked off into the darkness.

Rainbow Dash saw the Doctor, talking with a blonde haired filly. She saw the girl mouth the words 'I love you' to the Doctor and he disappeared. Then she saw a colt change from normal clothing into a Roamin Centurion outfit, as he waited for two thousand years fr the Doctor to return to save the one he loves.

"But, he never returned," the Dream Lord lied. "Not very loyal is he?"
"No, he isn't." Rainbow Dash agreed. and then walked away with the Dream Lord.

Back on the TARDIS:
The Doctor was awoken by Spike, who for some reason had not been affected by the Dream Lords sleeping powers. "Dragons aren't affected by any harmful magic" Spike explained.

"Oh, that's brilliant." the Doctor responded.
They went and woke up all the others, and when they were all awake they looked shocked at him.

"What did I do?" the Doctor asked.
"Oh so much," the Dream Lord replied. "Tell him ladies."
Each of his friends had a formal complaint with the Doctor, driving him mad. until he finally just said, "EVERYPONY SHUT UP!" they all did as was commanded.

"And as for you," he looked at the Dream Lord. "Why don't we show them some of what you've done with your "Life""
A screen popped up without an image, until the Doctor spoke. "You have no power, because you don't exist, your just what happens when I have a nightmare. Now since you know what happens when i slow down, why don't we all take a minute to gather our thoughts." as he closed his eyes, he thought of all the pain he had felt in his life. The sorrow that had been plaguing the Doctor's hearts for so very long, was finally being brought out.

The Dream Lord fell back onto his back, clearly in pain, he screamed.
"Remember our pain, The Ponds, River Song, Donna, Marhta," he paused, "Rose," and the Dream Lord started to disintegrate from his legs up. Finally the Doctor looked up and whispered on word, "Gallifrey." and with that, the particles flowed back into the Doctor.

The TARDIS, after the other had gone to sleep.

The Doctor sat alone next to the console of the TARDIS, when he was joined by Twilight.
"Rough night?" the unicorn asked.

" Try rough, nine-hundred years." the Doctor said blandly, "this is why I travel, I don't ever try to look back. If i slow down, my life catches up with me."

"I think what you need, is a good night's rest." Twilight responded, "The others forgive you, by the way. maybe its time you forgive yourself." and with that she walked back to her room.

"Maybe," the Doctor agreed.

The TARDIS

"Okay ladies, we have arrived at our destination," the Doctor said to his friends.
"Where are we this time Doctor?" Twilight asked.

"We are somewhere you will all recognize," The TimeColt said as he opened the door. "PonyVille, during Celestmas!"
They all stepped out, it was snowing and they all felt very happy to be home. Even though they had been gone for what felt like forever, it had only been a week, and they where being greeted by friendly faces. It was a beautiful time of year.

"Well then," the Doctor had said. "You lot go enjoy your holiday."
"What about you?" Rarity had asked, "Don't you have anyone to visit with?"

"Oh, no." He replied, "I'll just jump forward until tomorrow and pick you all up."
"No you shall not," Rarity said with a stern tone. "We insist that you spend your holiday with us!"

Everypony nodded in agreement, and as the Doctor thought about the right way to say 'no' the only word to pop out was 'yes'.

"Then its settled, you can spend part of your day with each of us!" Twilight said, for she had already planned the whole day out. "First, you can go help Fluttershy and Rainbow Dash pack for CloudsDale, then you should go see AppleJack to help her with all the food for her family, Rarity is having her sister spend Celestmas with her-"

"Against my better judgement," the unicorn had interrupted.
"So you can help babysit, Pinkie is throwing a party so you can help with decorations, and finally you can be my date to the Celestmas feast in Canterlot!" Twilight finished.

"Okay, then!" The Doctor agreed, "How should i dress for the feast?"
"Dress as if your making an impression on someone important." Twilight responded, secretly scheming to have the Doctor meet her teacher.

As the day went on, the Doctor was actually enjoying himself. Normally he would spend holidays saving a planet, or fighting monsters, or saving a planet filled with fighting monsters. But he was actually happy to just be part of his friend's lives.

"So SweetieBell," the Doctor said to Rarity's sister, "What do you want to do first? Fly kites, talk about your sister behind her back, bake something?" He spent the afternoon playing and having fun with the Cutie Mark Crusaders. He fulfilled every task on the list until the evening was approaching, then he returned to the TARDIS.

Twilight's Library.
When Twilight heard the knocking on her door, she knew who it was, but as she opened the door she didn't see the usually under dressed Doctor. He was wearing a bow-tie, tweed jacket, and a fez. "You look nice." Twilight remarked, but it was more than that, he looked different. Like he had changed inside.

"Well, I try," was his response. "You look fantastic."
Twilight was in the same dress she had worn for the grand galloping galla, she hoped that tonight it would get a better use than standing around all night. "So are you ready to catch the train?" Twilight asked plainly.

"Train?" the Doctor snickered to himself, "I have a flying box, now that is a classy way to travel."
Thinking about it, Twilight could almost see the looks on her old Canterlot friend's faces when she came out of the sky in a floating box, it would definitely make a good impression. "Okay then, let's go."

Canterlot Castle.

Princess Celestia was greeting all of her guests at the annual Celestmas day feast. Every student from her school of magic, and many VIP ponies were going to be there. 'Quite a bit of work' she thought 'but it makes everyone so happy.'

Her thoughts were interpreted by a big blue box slowly falling down from the sky, landing next to her. when the door opened who would pop out but her most faithful student.

Twilight stepped out elegantly, seeing the princess she spoke in an elegant way that would make Rarity sound like AppleJack, "Hello, Princess Celestia. How are you this evening?"

"Oh, Twilight!" The awestruck princess spoke, "How lovely to see you, are you alone for the night? Would you like to help me greet my guests?"

At this point the Doctor stepped out of the TARDIS, "I am sorry your Majesty, but I'm afraid I will be Miss Sparkles companion for the evening." The TimeColt said suavely, "So if you'll excuse us."

As the two walked away, they heard ponies behind them asking questions such as "who were they, did you see that entrance? Her mane is lovely," They both found a seat near the head of the enormous table, talking about all manner of things until the princess sat down at the head of the table.

"So Twilight," the princess asked. "Are you going to introduce me to your date?"
Twilight smiled and said, "This is my friend the Doctor, he's from, somewhere else."

"Well welcome, doctor what exactly?" the Princess asked.
"Just the Doctor, it's a long story but I'm sure Twilight will fill you in with her next letter." the Doctor said.

"Oh so you've known each other for a while?" Celestia winked at Twilight, who blushed.
They spent the rest of the evening discussing magic and current events, when everything settled down they returned to the TARDIS to take Twilight home.

Twilight's house.

"You were impressive." Twilight smiled to her friend.
"Yeah well, I had to make you look good, so it wasn't that hard." He said, complimenting her.

She invited him in for tea, but when he stepped inside he noticed that they where under the mistletoe.
"Oh, um, look at that, I just remembered I just remembered I left the TARDIS exploding-" he was interrupted by Twilight kissing him

The Doctor broke off the kiss with Twilight, "I'm sorry, but I can't." he said and looked down.
"What?" Twilight chimed in, "No Doctor, I was just following the tradition," She raised her hoof to the ceiling, when the Doctor looked up and saw the mistletoe.

"Oh, yes of course." He suddenly got a flashback of Amelia Pond. "Well then goodnight Twilight see you in the morning!" he said and returned to his box. "Ah, another happy holiday." he said to himself. He strolled over to the controls and punched in the codes for the next day. 'God i love that noise' he thought as the engines began to move. He stepped out and saw his seven companions. "I've had a lot to think about over these past few days," he said to them, "and i want you all to look down into your hearts and ask yourself, do you want to come with me, a murderer, a scoundrel, a thief?" he looked deep into their eyes.

"I'm in," Spike said, surprising the Doctor.
"Did i mention the first one to speak gets to fly the TARDIS?" he looked down at spike who got a look of glory in his eye.

"Second one gets a Fez," he looked at Rarity, who instantly backed away but Pinkie pie stepped forward.

"I want one!" she shouted, the Doctor still being disappointing in Rarity spoke to them.
"Well Pinkie clearly you know whats cool and whats not!" he stuck his tongue out at Rarity.

"Well if you think that's cool than I simply must come with you." she smiled at him.
"Fluttershy, come here," he said in a puppy dog eyed sort of way "There are all sorts of critters out there."

"Oh-okay." and she stepped next to him.
"AJ, we need someone to make quips at Rarity." The Doctor laughed.

"Shucks of course i'll come along with y'all."
"Twilight?" He looked at her.

Twilight had already teleported next to him.
"Dash, I know we've had our troubles but I am as faithful as ever." He said.

"I don't believe you," was her answer, "so your going to have to prove it to me."
"Then your all officially my companions, let's go!" The Doctor said.

The group had been traveling space and time for a while now, experiencing every moment of it, even Rarity had a story or two to tell of adventure. However, there next stop would change everything.

"All right gang," the Doctor spoke. "Let's see whats behind door number 1!" He opened the TARDIS door, and low and behold, they were in Equestria, PonyVille to be exact. "What?" the Doctor questioned, he looked at Spike, who was learning to fly the TARDIS, "What?" the Doctor repeated.

"Doc, I'm getting the feeling that you had somewhere else in mind?" Rainbow Dash snickered.
The Doctor went over to the control panel, "Your right Rainbow Dash, we were supposed to visit this lovely little planet where apples grow out of storm clouds, and lightning falls from trees."

"That sounds dangerous," AppleJack turned to him, "And kinda dumb."
"Well, excuse me for running out of monsters to fight," He punched in the coordinates, "And their we go!"

They heard the noise but felt no shake or rattle, instead they saw something very peculiar.
"What?" They all seemed to say in unison.

"Well that's new." the Doctor quipped is. "My TARDIS in my TARDIS!"
Twilight was the first with a question, "Shouldn't you, I don't know, open it?"

"Well somepony's grumpy today," He looked at it, "But yeah."

As he approached it, the TARDIS within itself opened, while the current TARDIS buzzed a paradox alarm. The Doctor was completely within the TARDIS, "Hello," he called out.

"Hello, Doctor." A message appeared on the TARDIS master screen, "If your wondering why I've sent myself this message its because the worst possible thing has happened..."

"Whats taking so long," Spike said, but as soon as he did the Doctor emerged.
"Everypony out, get out mares and baby dragons first hop to." The Doctor started shouting, "That a girl, let's go."

As soon as they were all out he closed the door and locked it, They heard a very loud noise which shook the whole town.
"There we go crisis averted," the Doctor smiled, "Tea anypony?"

"What was that dreadful noise?" Rarity said, still slightly shaking.
"Not much just a universe exploding within another universe." he said casually.

The others looked at him with a confused stare while he just trotted along, "Well come on then, I have a lot of work to do!" The colt told them.

"Here, in PonyVille?" Rainbow asked, "In OUR time period?" she couldn't quite understand it, they had gone on grand adventures but here they where in a boring part of time.

"Rainbow," the Doctor began. "I have a feeling that this is the most important place in the universe right now." He didn't know how right he was, as they spoke something terrible was happening.

Canterlot Castle
Princess Celestia had achieved something amazing, she had opened what appeared to be a void in time, a way of traveling through it. She could go back and save the alicorns, or stop her sister from turning evil in the first place. She stared into it feeling as though she could see everything at once, but it felt wrong. She turned away, fearing the power that had just been opened. She feared it so much that she locked it away, where nopony could find it, unless they were as smart as powerful as her that is.

PonyVille
The Doctor pulled Twilight aside, "Twilight, have there any been records of ponies that could travel in time?"

Twilight pondered this, not being an expert on the subject, "Not that I know of, but to be honest the only ponies who would know for sure are the princesses. They've been around longer than anypony else!" she laughed at herself, she had never thought of her mentor as being old before.

"Well is there anyway I could talk to them?" He asked with a serious tone in his voice, Twilight could clearly see the concern in his eyes.

"Of course," the unicorn said. "I'll send them a letter right away, asking for an audience." She pulled a quill and paper from her desk and began writing.

Dear Princess Celestia,
I would like to ask for an audience with you, my friend, the Doctor, has been very concerned about something. I wish i could tell you all the details but there are somethings that should be said in person.

Your faithful student,

Twilight Sparkle
Spike sent the letter, it was a matter of minutes before they had a response.

My dearest student Twilight,
I would be happy to assist you and your friend, please come to Canterlot as soon as possible.

"Excellent," the Doctor said. "I'm sure we will get along just fine!" he said in an enthusiastic voice.

As the two friends boarded the train, Twilight was telling the Doctor about proper etiquette when meeting with royalty.
"Yes Twilight, I've met royalty before, you know." the Doctor said, "By the way, what makes you so sure your princess will know every bit of Equestrian history?"

"Because she was there, I mean she is over a thousand years old," Twilight said in a matter of fact way.
"What, oh no Twilight this is a whole new ballgame now," the Doctor said, obviously panicking, "I have to show respect now, I've never met someone older than me, but she's at least eighty years older." The Doctor was pondering something, "Twilight , has she ever, um changed? Like appearance?" He asked in sort of a hopeful way.

"No, she's always looked exactly the same," Twilight said smiling, unaware to the Doctors concern.

The two continued the train ride in silence, not an awkward one more like a 'I'm going to read a magazine but that doesn't mean i don't wan't to talk' sort of way. when the train slowed to a stop, they found that the princess was waiting for them, it was quite a surprise. A royal welcome and all that.

"Hello you two, It's, ah quite nice to meet you Doctor," the Doctor looked up from his bow.
"Princess," the Doctor began, "Have you gotten shorter, younger, and changed the color of your, well entire being?"

Twilight elbowed him in the kidney, "Doctor, this is Princess Luna, Celestia's sister." she said in a 'Duh' sort of tone.

"Oh, yes of course how silly of me," He said, "The pleasure is mine, your highness."
The Princess giggled to herself, "Please call me Luna, I'm not much for formalities." she had said.

They walked to the castle, The Doctor and Luna discussing the stars, making Twilight feel left out.
"Oh and that Super Nova? Brilliant!" the Colt said to the goddess of the night.

"Why thank you," she replied, "Have you ever stood on a comet before?"
"Is that an invitation," the Doctor smiled, "Oh I absolutely adore your work, but I do have one question for you. Ever heard of Gallifrey?"

The Princess stopped, "Yes I know of it, their people almost wiped out the whole galaxy, but something stopped them."
The Doctor smiled, "Your welcome," he said in a very calm sort of way.
The Princess gasped, "Your THE Doctor?" she asked. "I'm a huge fan of yours, you've done so much good for my sky."
"Well," he tried to sound modest but abandoned the idea half way through, "Yeah, I mean how could i let anything so lovley go to waste.?" he asked in a cocky tone.

"How old are you now?" the princess asked, "Word on the stars was that you where about 900."
"920," he said in a 'Close enough' tone.

Twilight began to gag, she was sick of there talking about subjects she had no clue about. She was happy when they finally arrived. "Okay, here we are, thank you for escorting us, Luna." the Unicorn announced.
"But Twilight, I want to keep talking to Luna, she's quite interesting!" the Doctor tried to explain, but ended up sounding like a foal. Twilight took this advantage.

"Well, maybe we can set up a play-date for you, but for now isn't there something you just had to ask Celestia?" She said, the insult portion of it had made Luna laugh.

"Ugh, fine." the Doctor finally gave in. "But can we hurry this up? It is a matter of life or death."
Luna did a little fan-girl squeal, "You on one of your adventures right now? What is it? Can I help?"

The Doctor looked at Twilight in a sort of 'I know my way with the fillies' sort of cockiness, "I'm sorry but like Twilight said it is dangerous, But perhaps 'Mum' over hear," he motioned at Twilight, "Will let us hang out later."

The two departed Luna, much to the Doctor's displeasure, "I think your jealous that I'm famous to a princess, where as your the student of one," he said almost as boastfully as Rainbow Dash, "I'm just kidding, but you better set up that play-date!" he said in a humorous voice.
When they approached the throne room the doors opened, it was very tall and regal. At the end of the pathway was sitting the ruler of Equestria. "Oh, hello Twilight! Hello Doctor, so good to see you again." The Princess said elegantly.

"Greetings your Majesty," Twilight bowed, The Doctor however felt that something was wrong.
"You, y-your why I'm here." He said, confused by what he felt, ancient but young, so close yet so far off. The Doctor spoke on an angry tone, "You, are why my TARDIS brought me here, you've created something." He started looking behind all of the curtains. Twilight was infuriated.

"Stop embarrassing me!" she shouted at the Time Lord. But he turned around and shouted back.
"Your teacher is why the TARDIS is dead!" He was furious. But he was interrupted by Celestia.

"Doctor, what do you know? Who told you these things." She demanded. The Doctor turned around determined to strike fear in her heart.

"Did you not see me?" He asked, "When you stared into the Time Vortex, a being of unimaginable power, bathed in the blood of a billion galaxies, the oncoming storm, the scourge of Gallifrey?" He finished in success.

"No, your not real, they said you were dead!" Celestia said, "How do you know about me looking into the Time Vortex?
The Doctor just smiled, "I didn't, you just told me." Celestia sighed and looked at her student.

"He's correct Twilight, I looked into something that should never be seen, I opened the powers of the lords of time." The princess looked down and they all began to talk.

Secret passage
Luna loved to walk in the secret places of the castle. It was like a mini adventure, just for her. She had found every nook and cranny that the castle had to offer, secret passages, hidden rooms, and most importantly a door that only she could open. It was a door that only an alicorn could pass through. As she entered her secret place however, she saw something that hadn't been there before some sort of arch-way. She decided that the best thing to do was use her magic on it, It started to make a very strange noise, it produced a bright light that began to spin as if it were a hurricane. She looked into it, she suddenly felt something. Knowledge, more than she could bear. Power, greater than Nightmare Moon's. Fear, the fear of all possibilities. The Princess of the Night felt amazing, she decide that she wanted everyone to see her like this and began her march to the throne room.

Throne Room

"Look if you just tell me where it is I can fix all of this" the Doctor begged to Celestia.
"Absolutely not! I can use it to protect my subjects from any danger." The stubborn Princess declared.

"YOUR not even supposed to have it! By having it you've created a paradox, your people will die if I can't fix it soon!" He yelled.

"SHUT UP!" Twilight said, "Doctor explain what my teacher did wrong, Okay?" She pleaded.
"Yes, it must all be very confusing," he admitted. "Your teacher opened the Time Vortex, no creature but the Time Lords are meant to look into it. The Universe is collapsing through it because it's unstable, It was meant to be opened with Time Lord science not alicorn magic. If I don't close it, the TARDIS will die, and so will all of you." He finished with a sigh.

"All of us will die?" Celestia said, being the wise pony she was she noticed his choice of wording, "But you won't?"
He looked up, "Please just let me help!" he begged, "I don't want to watch you all die!"

Their conversation was interrupted by none other than Luna, who had a strange smile on her face. The group looked up but only the Doctor spoke.

"You've killed us all," he looked up at Celestia, "Now I have to save you, stand aside!" He walked over to Luna, "Luna, it's the Doctor, can you tell me what you see?" He asked, Luna responded in a voice that was not her own.

"I see what was and what will be," The voice grew louder, "I see the shattering of Gallefrey, and your precious blue box! I see what you fear Doctor!" She used her magic to lift him, and hurl him into a marble pillar, the pillar itself lost a chunk.

Twilight ran over to him, "Doctor! Please tell me your okay!" She shouted at him, nothing. She put her head to his muzzle, no breath.

"I'm sorry Twilight," Celestia said, "But we must leave now, my sister is not herself!" The alicorn princess lifted her pupil with magic, and flew past her sister out the door. Twilight's tears wouldn't allow her to see where they were headed. She trusted that Celestia would have a plan to defeat her possessed sister.

PonyVille
Rainbow Dash was at home, relaxing with a nap. It was the most peaceful sleep she had gotten in a while, considering she wasn't flying through a Time Vortex while she slept. Her comfort however came crashing down when she received a knock on her door. She grudgingly got up and went to answer it, Fluttershy was at the door. "Hey Fluttershy," Rainbow yawned, "What's up."

For the first time in her life Fluttershy spoke with a very serious tone, "The princess just carried Twilight into town, something terrible has happened." The two friends flew towards the library, Twilight sat next to the princess. Rainbow Dash saw that she was crying.

"What's wrong?" She asked bluntly, "Where's the Doctor?" Rainbow Dash wasn't worried, the Doctor could take care of himself.

"He's dead!" Twilight shrieked, "He's dead and now we're all doomed!" She gasped for air. But Rainbow Dash just snickered, slowly it turned into laughter.

"Oh, Twi," Rainbow took a breath, "You had me goin' there, seriously though were is he?" She found her response in a slap from Twilight.

"You're a terrible pony!" Twilight yelled, "How could think I'm lying about somepony's death!" Rainbow was pissed at her friend for slapping her, but then she remembered something.

"He didn't tell you?" The cyan mare asked, Looking around at their other friends who had joined them. "He only told me? What a stupid colt," she sighed. She looked at Twilight, "He's fine! He can't die, he just changes." Rainbow Dash said in a laid back tone. "He'll be fine in a jiff." And as if she could see into the future they heard somepony speak.

"Right you are Rainbow Dash!" The new Doctor said. He turned for them, "New body, nice isn't it? I feel like I know what I'm doing now!" The other ponies just stared at him, he was different alright. Light grey fur, a black mane(combed into a funny fashion), same cutie mark. "Now, on to business." he said, "Can I have something to eat?" The others just kept staring.

"Who are you?" Twilight asked.
"Twilight," He looked at her, "I'm the Doctor. The soul survivor of Gallefrey, the on-coming storm. And apparently I'm a gloater, nasty habit to fix." Twilight wasn't sure if he was talking to her or himself at this point. "Now can I get something to eat?"

"Keep those demon spawn away from me." The Doctor shouted at Pinkie Pie, "I HATE pears!"
The group had retreated to Sugar Cube Corner, where the Doctor was trying everything he could eat, the floor was a mess with the rejects. Meanwhile Twilight couldn't believe that this colt was the Doctor.

Twilight went up to him and poked him a few times, "Interesting," she said out loud.
"Twilight why are you bugging me this is a matter of great importance!" The Doctor said. "If I can't find something I like to eat then I might as well regenerate again!"

"I don't know Doc," Rainbow Dash said, "I think this one works for me." She put her hooves into a square shape.
The Doctor laughed, "Oh, Rainbow Dash, you are very funny. Why do I feel like I'm oblivious?" He asked himself.

Rarity spoke, "She was trying to flirt with you. Honestly how can you know so little about yourself?"
The Doctor looked up from his plate, "New body, new rules! The old me was so serious, I mean did you see how I handled the Dalecks? I shouted at them, But now I'm funny, brash and ridiculous!"

Pinkie Pie was certainly enjoying the new Doctor, "Yeah, your more ridiculous than me! And that's saying a lot." She ate half a cake in a single motion.

The Doctor looked up, "Sorry Rainbow I'll try to flirt back more often but right now I'm trying to learn who I-" he was interrupted when a spark of gold escaped his mouth. "Okay, it still hasn't been fifteen hours!" He continued to eat.

The Princess and Twilight were both very skeptical, between the two of them the princess finally made contact with him, "So, you just died? How does that feel?"

"I'm still angry at you," The colt replied, "And I don't know what I do when I'm angry yet." Twilight had a question that was actually relevant to the situation.

"How did you get here then?" She asked as the Doctor took a bite of an apple.
"Oh much better than last time!" He said to himself, "You see Twilight, when I regenerate I often give off a large explosion of pure energy, that stunned Luna and I ran as fast as I could!" Smiling he picked up another apple. "Okay I found my favorite food, now for a decent jacket!" He turned to Rarity, "Pockets please, I have a few gadgets I feel would suit be better." The Colt stood up, "But in the mean time, we have to stop Luna! I had a bit of enlightenment when I regenerated and I've found the best way to stop her while still letting her live."

"Well that's a relief," Celestia said, "But how?" The Doctor got a solemn look on his face and mumbled to himself.
"Bait," his voice got a tone of excitement, "We use something with an incredible amount of power as bait, that should get the time energy's attention!"

"No," Twilight spoke suddenly, "You aren't the Doctor, Rainbow and the Doctor always argued. He never put us in danger by using us a bait!" The Doctor looked down.

"When I regenerate, I change my whole persona, some new colt goes sauntering away." A tear formed in his eye, "It's not the first time it's happened, and it won't be the last." He looked up, "Besides, nopony told me I was drop dead handsome! I mean Rainbow Dash is flirting with me, that has to say something!"

"Hey!" Rainbow Dash yelled, then blushed a tiny bit, "Yeah."
The Doctor walked out the door. "It's not that dangerous, I'll stop it before it flies into you!" He looked at Twilight. Twilight began to laugh.

"I don't even know you?" The unicorn looked at him with a look of 'your clearly an idiot.' "And you don't know yourself!"
The Doctor got angry now, a different kind than before, a sad angry. "I didn't want to go!" He yelled at her, "you abandoned me, that's why I told Rainbow Dash. I knew she would stay loyal! After this, we are done!" He looked at her only, "You think your so smart, I'm a Time Lord! I see all that has happened, all that will happen." He was crying. "You have your friends! I have nothing! Maybe I just wanted friendship, but no, I get no one!"

Everypony in the room looked down except Twilight who was stuck staring into his ancient eyes. "N-no one?" She said in shock.

"Not a single soul," He calmed down, "Now get out, and-" he swallowed, "Don't, don't come back to the TARDIS. I understand if you all can't stand to not have her but-" He looked down, "No, it's time. Even a Time Lord can live too long." He walked out the back door. Leaving his companions in shock.

Rainbow Dash got in Twilight's face, "You killed him! He's marching to his death, and you just can't get over yourself. Did you hear him? He killed his only friend to save your life, and this is how you repay him?" She turned around, "I'm going with him!" Before anypony could give chase she was gone.

Twilight began to cry, "I, I didn't know." Those words echoed in her head, 'I didn't want to go! You abandoned me.' It was true, she gave up on him. He was alive and she treated him like a warrior treats a dead foe. Celestia tried to comfort her, but that fueled her sad pain into rage. "No, you did this." she raised a hoof to her teacher, "You told me he was dead!" She didn't believe a word she was saying, she just felt like she needed someone to blame. Her teacher saw this and spoke.

"Twilight Sparkle," she boomed. "If you care so much for him then why don't you give chase?" She winked at her, Twilight got the message and followed her teacher's advice.

Canterlot Castle

Luna's head was being flooded by information. What shred of emotion she had left was in pain, she saw an image of the Doctor dead by her powers, but soon the image gave way to something to else. A beat of drums, 1-2-3-4, over and over again. At first she hated the sound, but as her emotions burned up in information, she learned to love the sound.

"Not easy, is it?" The Doctor stood behind her, "Seeing the whole of reality before you must drive you mad." The voice in Luna's head ignored this being. "Well it usually drives all lesser beings mad, but not me. Newly regenerated and all!" Luna's head turned.

"So a Time Lord?" An insane voice said. "This body is weak, yours is new and strong!" She took a step closer, lowered her head, and a golden blast of energy shot out of her horn.

The Doctor puffed out his chest, and took the blast directly into his first heart, "Good attempted!" He shouted. "But you can't harm me for at least another five hours!" He had a smug face.

"We've accounted for this!" Luna said, and the Doctor's face turned to a state of shock, "This being can kill you! And when your dead we shall use your corpse as our own!" A different type of energy leaped from her horn, it was black as death itself. The Doctor prepared to lose, thought of all of his friends form his different life, Donna, Martha, Wilfred, Jack, Rose. They were all still there, apart from Rose of course. After a while he wondered why he felt no pain, he opened his eyes and saw her their, Rainbow Dash. Slowly and painfully dying. "No," he whispered, "n-no."

Rainbow Dash looked up at him, "I c-couldn't let that pretty face go to waste!" She laughed but immediately regretted it.
"You can't do this!" He was panicking, "Why would you do this!" Rainbow Dash opened her eyes again.

"W-whats y-your name?" She was fading fast, the Doctor saw this. She trusted him, He leaned down and whispered something into her ear. But before he could finish, it was too late.

The Doctor looked at Luna, no, he looked into the face of evil itself. "After I free Luna, I'm going to absorb you just so you can feel my pain! Then I'm going to die, and take you with me!" He got up, and started a speech, "Look through time, to a war, a great war, a war of time. Who closed the rifts?"

Luna threw another blast of dark energy from her horn, the Doctor stuck out his chest again and took the blast, he used the remainder of his hours into one blast of golden energy, the light shimmered around Luna, it flew into her and freed her mind, the particles from the time vortex were forced out. They searched for the Doctor, sensing his life force, they flew at him. But before they reached him, a noise came between them. Following this noise was a blast of violet energy. The Doctor looked to where it had come from.

The Doctor was astonished, "Twilight Sparkle." He said, "You came back!" He was happy to see his friend. However, Twilight ignored him and held Rainbow Dash in her arms.

Twilight sobbed into the Rainbow mane, "Is their anything you can do?" He looked at the particles, still floating from the blast.

"Of course!" He said, "But I need you to trust me!" Twilight didn't speak, she just nodded her head. "Fling her into those particles! Trust me, this will save her!" Twilight hesitated, but did as was instructed. Twilight was careful with her friend's body. Once immersed into the particles, Rainbow Dash started to disintegrate.

"You said it would save her!" Twilight screamed. Resenting her decision to trust him.
"Rainbow Dash!" The Doctor called, which seemed to get the attention of the time particles, "Remember how much you hat it when I fly the TARDIS during your naps? Or how you could 'easily out fly it'? Go show that box who's boss!" He demanded, the particles flew off back to PonyVille. The Doctor turned to Twilight, "Can you teleport us to PonyVille?"

"Of course! I'm on a huge adrenalin rush!" She said as he stepped closer. The two friends disappeared.

PonyVille
The two appeared outside the library, the Doctor looked at the sky, "I have to get to the TARDIS before she does!" he yelled as he ran off. He easily found the alley where he left it, "Please be done!" He opened the doors, it was complete. He didn't take the time to notice it. He ran to a hidden hatch, the only thing that was exactly the same. "Come on! OPEN!" He shouted, but was distracted when he heard a noise similar to a microwave being finished. "The Sonic!" he said in excitement. The Doctor picked up the chrome tube, pointed it's orange light at the hatch and suddenly it opened. "YEAH!" he said.

The Time Vortex particles flew through the doors, they felt the heart of the TARDIS. They streamed into the hatch, the TARDIS gave off an alarm. A hologram appeared, Amelia Pond, as a pony. "Filtering living cell matter, error. Template required."
"An equine, no a pegasus!" The Doctor shouted.

"Biological template required," Amelia Pond said in a 'duh' sort of way. The Doctor thought, It was dark out, nopony would be awake at this hour.

"Me, use me!" He shouted, and waited for something to tell him he wasn't compatible.
"Biological template accepted, TimeColt, pegasus." Amelia Pond's ghost disappeared, in her place golden particles gathered and formed together. They began to take shape, resulting in a cyan pegasus, with a rainbow colored mane. Once they had completed there reforming, Rainbow Dash stood in the TARDIS. After several seconds, she fainted.

PonyVille Hospital

Rainbow Dash awoke, her friends passed out in her hospital room. It was eleven o'clock at night, late for most ponies, but she had just woken up. Her silent thoughts were interrupted by the Doctor.

"Welcome back to the land of the living," he said. Rainbow Dash looked at him, remembering the sacrifice she had made to save him.
She spoke, "But I was dead." she whispered. "How am I alive?" She looked at the Doctor, who picked up a stethoscope. he put it one her and held it up to her heart, "Well its pretty obvious I'm breathin-" she was interrupted when he moved the stethoscope to the right side of her torso. She looked up at him, "I-I'm like you." She said.

"The TARDIS needed a template to rebuild your body," He said, "I chose myself." A tear built up in his eye.
"Your not alone anymore." She smiled at him, "You have somepony now." Rainbow Dash leaned in and whispered something in his ear.

His eyes widened, "You heard me?" He asked, she replied with a nod of her head.
"I heard you to the ends of the earth and beyond." she said, "I heard you between the mountains of solace and solitude, the echo of your existence. I WAS the time vortex!" She said, "I know so much about you!" He looked down.

"Is it too much?" He asked her, she shook her head.
"It's a warm feeling, like I see every good thing that could be." She put it simply.

"Rainbow Dash," the Doctor said. "When Twilight wakes up tell her I forgive her. I have to take the TARDIS for a quite run to Saturn and back. Just to break her in!" And with that he was gone.

Twilight walked out of her library in a huff, "I need room to study Twilight!" She mocked the pony who had just kicked her out. She wished that everything could just go back to normal. It all started after the Doctor saved Rainbow Dash, everything was weird now. 'the biggest problem is that Rainbow Dash can't seem to-' Her thoughts were interrupted when she heard that wonderful noise. The noise was followed by the appearance of a blue box, a colt emerged.

"Oh, hello Twilight!" The Doctor said, "How are you tod-aaaah" He screamed as Twilight got in face, lifted him up with her magic, and shook him about.

"WHAT HAVE YOU DONE!" Twilight was shrieking at him, when she finished she set him down.
"I don't know! What did I do?" The Doctor asked. But Twilight just got angrier.

"You changed Rainbow Dash," She yelled, "She is exactly like you! She kicked me out of MY library just so she could 'correct errors in the equestrian history books', she is driving everypony crazy! And then you left me with that for a month!" The Doctor looked shocked.

"A month?" The Time Lord questioned, but quickly went back to the main subject, "Well, how bad can it be? I'm sure it's just a side effect of her being a Time Lord now so it shouldn't last to long!" He reassured her, but she just opened her mouth in shock.

"She's a," she started hyperventilating, "With two heaaarr-" she fainted. The Doctor grunted as he pulled her onto his back, cursing under his breath, as he entered the library he called out.

"Rainbow Dash!" he set Twilight down by the door, a pile of books moved about as the cyan pegasus flew out from them.
"Hello sweetie!" She embraced him, "How was the trip? Figured you'd be a month or so late type forty TARDIS and all." The Doctor was instantly impressed, a felling that is hard for him to come by.

"Yes well," he coughed, "You've made quite an adaptation to your new mind." He awkwardly put his forelegs around her. She snuggled into him, then she spoke with enthusiasm.

"Oh, your suits been ready for a few weeks now!" Rainbow turned back to the books, "Go visit Rarity and come back when your ready!"

The Doctor was confused, "For what? Ready for what?" he got out his sonic and scanned Twilight, she was fine.
"Our date of course!" Rainbow said, "I was thinking we see that super nova happening in a few decades." The Doctor had a estranged look on his face.

"H-how did you know about that?" He said, but was ushered out by his potential date.
"Go on, I have a lot of work to do!" she pushed him with her head, "Get that suit, get back here, I'll pack a picnic!"

The door shut behind him, he tried to sonic it open. "Made of wood, of course." he figured he might as well get his clothing. He walked down the street to the boutique, everything was completely normal, even by his standards. He entered the boutique, cloth was strewn about everywhere. The unicorn who ran this fancy shop was none other than Rarity.

"Welcome to the Carousel Boutique," said an exhausted voice, "How may I help you-" She stopped when she saw the Doctor. "Well, you've been gone for quite some time, leaving us here with a hyper active version of yourself!" She calmed down, "But you must be here for your suit, its just in the back I'll fetch it." She turned around and left for the other room.

'Is she really as bad as me?' The Doctor thought to himself, 'I mean, I've had monsters to fight. Imagine if I was constantly bored and nothing to do!' His thoughts were interrupted when a blue coat was shoved in his face.

"There," Rarity said, "I even added pockets for you, and don't even think about wearing that atrocious fez with-" It was too late, the Doctor already had the fez perched upon his mane. Rarity tried to pull it off with her magic, but the Doctor's sonic cancelled it out.

"Oh, come on!" He said with a shrug, "It's cool and you know it." Rarity just let out a sigh.
"Don't you have a date?" She said, "Its all she's been able to talk about for weeks!" She rolled her eyes.

"Oh, right," he said with no enthusiasm, He hoped Rainbow had retained most of her personality, or else he may end up talking to himself all night. He thanked Rarity and left the boutique, but was stopped by his muzzle slamming into a blue box. 'The TARDIS can't move on its own! whats going on here!' Rainbow Dash opened the door.

"Well don't you look fancy!" She said in her usual way, "Love the hat!"
The Doctor realized that Rainbow still had the same personality and was, of course, relieved. But that feeling was replaced by intimidation, "Y-you flew the TARDIS?"

Rainbow Dash laughed, "Of course I did, I know everything you do, silly." This had the Doctor a bit scared.
"E-everything? Even about Amy and Rory-" He was interrupted.

"The girl who waited and the last Centurion, oh yes." she smiled, she pulled him by the coat into the TARDIS.
The TARDIS made the legendary noise, Rainbow Dash didn't know it but the Doctor had something to show her. They twisted and turned through time and space, Rainbow let out a "WEEE" in the process. She was expecting a super nova, but the truth would be all the better. They stopped, Rainbow Dash ran to the doors, getting ready to see the most amazing sight in her life. She was right of course, it was brilliant. The orange sky, the fields of red grass, the twin mountains, solace and solitude.

"It would be a shame if a Time Lord never saw there planet." The Doctor said, "Like a pegasus never seeing CloudsDale."

Rainbow Dash was awestruck Gallefrey, the Doctor's home. She almost took a step out of the twin doors.
"No!" he said, "If you step out there the Time Lock will be destroyed." He warned her, they just sat by the doors for their picnic. The Doctor pointing out certain places of interest, "That's where the Master and I would play when we were foals." he pointed to the largest field of red grass.

Rainbow Dash thought she knew everything the Doctor did, but this place was a mystery to her. She knew the name of course, but the emotion behind it was never felt by her. "I love it here, its beautiful." She said simply.

"I did too once," the Doctor stared through one of the mountains, "but I never imagined I would ever bring anypony here." He looked at her, making sure that she still had her personality behind all that knowledge. "Do you still have dreams?"

Rainbow Dash thought for a moment, "Of course, I had this one last night where I finally joined the WonderBolts!"
The Doctor smiled, "Good, that means your still you, the last time someone had made such a drastic change, I had to-"

"Donna?" Rainbow asked, to which the Doctor replied with a nod.

The two finished their picnic and returned home, the subtle night of PonyVille just outside of Rainbow's home.
"Goodnight," he called out.

She pecked him on the cheek, "Thank you." and she entered her home.

PonyVille library

The Doctor had gathered his friends, "Well then," he clapped his hooves together, "Let's see what the old girls got shall we?" The doors of the TARDIS flew open, and he heard gasps one by one as his friends entered the box.

Rainbow Dash laughed, "Isn't it amazing!" Her friends nodded in agreement.
The TARDIS retained it's orange hue, but the desktop was absolutely different, It consisted of three pillars, each with a bobbing time engine in them, a giant view screen was on the wall on the opposite side of the doors, with a smaller one on the console. geometric circles flashed off and on the smaller.

The Doctor walked up to the console, "Geronimo," He pulled a lever and the dimension shook, "Next stop, Everything!"

Space port 135 Planet Exidium

Two security guards were on their daily patrol.
"I'm telling you, the only difference between the .04 and the .40, is the beam splitter!" He gestured at his blaster.

"And I'm telling you, I don't care!" The other shouted.
One of them began to speak, when they were interrupted by a wheezing noise.

"Did you forget your inhaler?" one of the two guards remarked to the other.
"Don't be a smart ass, look!" The second guard snapped.

The two turned there heads to see a blue box materializing before them. When it had come into full focus, a colt opened the door.

"Oh," The Doctor said as he noticed the guards, "I don't like guns." He pointed his sonic screwdriver at the weapons and they were jammed.

The two guards looked at each other, then back at the Doctor, "He's a TimeLord! Get him."

"Oh dear," the Doctor was thrown to the ground and tied up. He saw Rainbow Dash poke her head out of the TARDIS. "Run, get out of here!"

Rainbow Dash pulled her head back inside as told to do. "Uh, we have a problem!" She walked to the control panel.
"Rainbow, what in tar-nation are you doing?" AppleJack asked her as her friend pulled levers and twisted nobs.

"Putting us in orbit," The TARDIS rocked as Rainbow finished her sentence.

Her friends looked at her in amazement, Twilight was the first one to speak. "You mean you can actually fly it? I knew you were a TimeLord but you can fly the TARDIS too?"

"What?" the other passengers shrieked at the same time, questions began popping up, 'Can you change, are you smarter than Twilight, How'd this happen?' Rainbow Dash laughed.

Once she finished telling her tale of how she died and was reborn, she booted up the large screen. The group saw the Doctor brought into a large hallway, chained up. A figure stood before him, a pony with a menacing scar across his face. He walked up to the Doctor.

"You've picked a bad time to travel here, TimeLord." His voice sounded of gravel.
"Well, let me go and I'll come back later," the Doctor said in a fearless way.

"I am Scrake, and I'll let you go." Scrake had a smile on his face, "You see, I was a mercenary for the Halldons in theTime War."

The Doctor laughed, "You think I'm impressed?"
"Oh you should be," Scrake announced. "My missions where simple, hunt down and eliminate any TimeLords."

The Doctors smile faded, he began to feel nervous.

"So I'll let you go, but you better be a fast runner." Scrake tossed the sonic screwdriver at his captive. "If you can get off planet without me finding you, you win."

"Well then that shouldn't be to hard." The Doctor said regaining his confidence.
Scrake lifted his wrist to his face, "Activate the planetary deadlock."

"Oh dear." the Doctor undid the lock as fast as he could, and began running.

The TARDIS

"This is really bad!" Rainbow Dash said. She was fumbling with the controls.
Twilight giggled to herself as she approached her friend with a calming tone, "Rainbow, it's a time machine, can't you just go back and stop the Doctor from bringing us here?"

"Nope," was Rainbow's reply. She fumbled around in a crate beneath the main platform. "Ah-ha!" She pulled out a silver tube with a blue light on the end. She began shining it against the TARDIS console. The mini screen popped up with a bunch of geometric circles. "This isn't good."

Her friends were, for the most part, watching her as they would the Doctor. She mimicked many of the same motions he did, as well as understood what everything meant. Rarity couldn't stand it any longer she stopped her hyper active friend.

"Can't we just, I don't know, fly down there?" She thought she had produced a simple answer.
"The entire planet is deadlocked! We can't go near it, the Doctor is stuck down there with a maniac who will kill us both if he catches us." She was remarkably calm about the situation.

Pinkie pointed something out, "Can't you two just change your faces? I mean, we would still love you Dashie!"

Rainbow Dash stopped all movement, she began to cry, "If we're killed before regeneration, we die. And even then it feels like dying, my emotions would be changed, I would think differently, I might not even be a pegasus anymore."

Fluttershy spoke up with a hint of rage in her voice, "We can't let the Doctor be hunted, if that's okay, but well, he can take care of himself, he is a TimeLord, right?"

"That's just a name," Rainbow Dash said, "It doesn't mean he knows what he's doing."

Exidium Jungles

"Here is where we say goodbye, TimeLord." Scrake began, "I will give you one hour, then I will hunt you down and end you."

The Doctor laughed mockingly, "I'm not sure you know who your dealing with."
"Fine then, TimeLord, amuse me." Scrake said.

"I'm the Doctor, the oncoming storm, closer of the time rifts, bathed in the blood of a billion galaxies, any of this ringing a bell?" The Doctor looked at Scrake's bored glare.

"Get walking," Scrake said, the Doctor complied.

The TARDIS

Rainbow Dash was pushing buttons at random, screens were popping up that made her shout.
"I know I'm not the Doctor," She said to the machine, "Don't be so picky!"

Twilight thought her friend was going crazy and tried to calm her down, "Rainbow Dash, why don't you tell us who this 'Scrake' is?"

Rainbow Dash thought for a moment, "Well, when the Doctor was younger there was a war, the Halldons had control over the Time Vortex. They began opening Rifts and ruining time, until the TimeLords came. This colt, Scrake, was trained to kill TimeLords, he knows their weaknesses and will abuse them." She turned back to the console.

Twilight knew why her friend was afraid, if Scrake found Rainbow Dash, she would be put through the same thing the Doctor was going through right now. 'She may be a TimeLord but she doesn't have the Doctor's experience.'

Rarity sighed, "I need some tea, anypony else?"
Fluttershy raised a hoof, "Yes please, if its okay with you Rarity."

Rainbow Dash stopped, "Tea? Tea, a collection of enzymes, enzymes that can cure colds, that can help the rebirth of a TimeLord." She backed away from the console, "Interface!"

Amelia Pond as a filly popped up, "Yes Rainbow Dash?" She asked in a bland voice.
"Who's that?" AppleJack asked.

"I would like to regenerate please." Rainbow Dash asked politely.
"Are you sure? Effect of a hybrid regeneration are undocumented." Amelia warned.

"Yes." Rainbow Dash said.
A bolt of electricity sprung from the ceiling, hitting Rainbow Dash.

"What, NO!" Twilight shouted as a golden energy engulfed her friend.

Rainbow Dash pointed her make shift sonic at the hatch on one side of the console, it opened. Rainbow pointed her hooves at the time particles within, the golden light flew from her into the heart of the TARDIS. When the light completely faded, Rainbow was completely the same. "It worked!"

Twilight slapped her friend, "Are you crazy?"
"Yep," Rainbow Dash answered, "The TARDIS still holds some of my DNA, so I just filtered my regeneration energy into its heart."

"What was the point of that?" Twilight asked.
Amelia Pond spoke, "Maximum Power achieved, Reversing planetary deadlock."

Rainbow Dash smiled, "I didn't tell you because I knew you would freak out."

As the TARDIS materialized on the planet below Rainbow Dash felt as though something inside her had just left, she began to feel pain all over her body; when relief finally arrived it was swept away by a brief flash of blinding pain. Her friends saw the look of fear in her eyes as she collapsed to the floor.

"Dashie?" Pinkie asked, "Whats wrong?"
"H-H-he's dead, really dead," She cried out in pain, clutching her head, "I-it burns!"

Twilight spoke, "W-what do you mean he's dead? Why didn't he change?"
Rainbow Dash managed to say one word before fainting, "Rose."

Several hours earlier
The Doctor was cutting through vines in the jungle, his mind was lost in the large undergrowth. It was dark and he was wary, Scrake could have hidden Vashta Narade, or Silence, or the Angels. Every noise terrified the Doctor, all but one; he heard a voice, the most amazing voice he could ever remember. It filled him with happiness, but fueled his rage.

"Scrake!" The Doctor called out, "If you have her, I will kill you!"

He moved toward the direction of the voice, constantly thinking it was a stupid idea, but he had too. Rose meant too much to him to be bait. He entered a clearing and saw her.

"Rose Tyler," He said faintly.
Rose looked up, "D-Doctor, is that really you?"

As the Doctor reached out to touch her, she disappeared. Her voice was replaced by sinister laughter.
"Fooled you didn't I?" Scrake said, "Pity, I prefer using live bait but-"

"I'm going to send you into the void!" The Doctor was furious, "Where you will be hunted by all the things that go bump in the night! And when you ask your hunters what possible hell could be worse, you'll see fear in there eyes at the thought of my name!"

For the first time, Scrake felt fear from a TimeLord, "Y-you know I've killed thousands of TimeLords, why should you be so special?"

"I've killed all of them!" The Doctor shouted, "I am the thing that monsters fear, and you have hunted your last prey!" He raised the knife to Scrake, "When a TimeLord regenerates, they have no clue who they are; I've figured out who I will always be!"

Scrake was trembling, he through his spear.
"Death!" The Doctor said, he was cut off when the spear collided with his chest. The last thing he saw was the glow appear from his hands, and Scrake pressing a button.

The button sent a wave of electricity throughout the TimeLord's body, his victory was cut off when the TARDIS materialized in front of him, and a cyan pegasus opened the door.

"Where is he?" Rainbow Dash asked.
Scrake was so shocked that he just lifted his hand to the direction of the Doctor's corpse.

Rainbow began limping toward the TimeLord, followed by her friends, tears were flowing from all of their eyes. Rainbow Dash gripped her head as pain began to sink in.

"Without him, I-I-I can't take it all, the mind of a TimeLord." She leaned down to him, "I love you." She whispered as she kissed him.

Her friends watched as golden particles began to form around Rainbow's body, they surrounded the two and then began to flee from Rainbow Dash to the Doctor. Slowly, the particles faded into him. His eyes opened slowly; as they did Rainbow Dash collapsed.

"N-no!" The Doctor shouted, "Rainbow Dash!" He looked up at Twilight, "What did she say?"
Twilight snapped to it and gave the answer, "That her mind couldn't take it."

The Doctor picked her up and carried her into the TARDIS, he placed his hooves on her forehead and closed his eyes. After about a minute he stood up, he threw his jacket over Rainbow Dash to keep her warm and turned to the TARDIS console.

Twilight was very confused by all of this, "What happened?"
The Doctor sniffed, "She gave up her immortality for me, and then she lost her mind." For once he took the brakes off and put the stabilizers on. "So I removed her memories of me, if she ever remembers then she'll die."

Twilight and her friends were shocked, "But she loved you!"
The Doctor groaned, "Grow up! She knew I was t-too old to feel those things, and she payed the price."

Spike walked up to him, "What will you do know?"
"Take you lot home," The Doctor said, "The I leave forever."

"So your done with us?" Rarity asked angrily.
"Its better this way," he said. "I shouldn't have gotten any of you involved, I should travel alone, always a-a-lone."

"C-can't you stay?" Fluttershy asked.
"And do what?" He sobbed, "Look at her everyday and not even be able to say hello?"

They all stood there, frozen by his behavior.
"I do so much!" He broke something on the console, "and I always end up with the same thing, nothing!"

PonyVille library.
Rainbow Dash was asleep in Twilight's guest bed, while the rest were standing outside saying there goodbyes.

"Where will you go?" Pinkie asked.
"Maybe back to my own universe," He hugged her.

Rarity was up next, "You tacky, selfish, impossible colt!"
"I'll miss you too," He said as he hugged her.

Fluttershy was crying, "promise that you'll write!"
The Doctor smiled, "As soon as they develop inter-dimensional mail."

AppleJack took her hat off, "You keep it."
"Thanks partner," He put it on.

Twilight hugged him, "We all love you."
"Your all too good to me." He slipped something into her saddle bag when she wasn't looking.

Spike tried to be brave, "G-good riddance."
"Your telling me," The Doctor took out his sonic, "Just point and think." He gave it to Spike.

He turned back to the TARDIS, its door was open for him, entering was the hardest possible thing for him to do. "Just you and me again, eh old girl?" He walked to the console, "I-I don't want to go!" He forced his hand to pull the lever.

Twilight watched as the box disappeared, as soon as it was gone they all had a group hug, Spike noticed something hanging out of Twilight's bag. "What's that?"

Twilight looked at the piece of paper, "Its a letter to the princess."

Dear Princess Celestia,

I learned that the hardest part of life, isn't goodbye, but hello. That one word opens up a world of opportunity, friendship, love, it changes life. Unfortunately I've lost too many people in my life to be able to say "hello" anymore, and all of the goodbyes broke my hearts. If there is one lesson to be learned from my travels its this: Don't slow down, or else the bad things will catch up with you.

Yours eternally,

The Doctor

The Doctor, what was he? A TimeLord, a hero, a villian, a friend; The Doctor was all these things and more and his adventure isn't quite done yet....

"Oh you stupid box!" He shouted as he hit the floor of the TARDIS. "I said I wanted to go back to our universe! But here we are, ponies and all." He went to the console, "And know we're back in PonyVille, brilliant." He looked on the screen, a bunch of twelves popped up, "Oh that isn't good, not good at all."

He stepped outside the box, "Huh, all seems normal." He smelled the air, "This was when I was travelling with them, Good chance I wont run into to any of them." He looked around, he was in the alleyway that he usually parked in, ponies looked at him as he walked through the market, whispering.

A blonde mare walked up to him, "Doctor?"
"Y-yes?" He asked, "Do I know you?"

"Its me Doctor, Ditzy!" She hugged him, "Only took you ten years to find me!"

authors note: this very short piece of garbage will start off the new series Doctor Whooves: Geronimo. Yes I call her Ditzy because I just like that name more, and that whole bit from the previous adventures about the TARDIS being inside itself will be answered. So I'm going to go work on that now, I half arsed this paragraph because I was in an uncomfortable position.