Hello everypony! Blaze here with my second pony fic!

This was thought up after watching Episode 16 of MLP:FiM, Sonic Rainboom, as it featured both Doctor Whooves and Ditzy-Doo/Derpy Hooves in non-speaking roles. It's a three parter. Yeah :D

The chronology of this one-shot differs from what you might be used to. For the sake of the sense of the plot, I made the first part take place during Fall Weather Friends and the second during Sonic Rainboom. Seeing as the two episodes aren't related in any big ways, this shouldn't cause too much of a rift.

I don't know what else I need to explain, so I guess all that's left to say is, enjoy!

Love,

Blaze x

Part 1: The Race

"Doctor? Doctor, wake up!"

Ditzy-Doo giggled at the light brown earth pony that was asleep on the bed of her treehouse, snoring lightly.

She nudged him, and he stirred.

"Whatwhatwhat?" Doctor Whooves asked nopony in particular, slowly opening his eyes. "Oh, good morning Ditzy."

"Morning Doctor." Ditzy answered. "I made you some muffins with butter." She held up a tray full of her homemade food.

"Oh, good.", he said with a hint of a smile. "But, one question- did you bring the jam? Everypony..."

He chuckled, like he always did when having to use pony terminology, before resuming.

"Everypony knows you can't have buttered muffins without jam."

"Oh yes, of course!" answered Ditzy, opening up one of the muffins to reveal a layer of red sticky goop, some of which was dripping down the side.

The Doctor took two glances to either side of the bed, before licking the stray streams of jam and commenting; "Hmm, fruity. Is it raspberry?"

"Yes it is." replied Ditzy, laughing. "Besides, you're gonna need all the strength you can get if you're gonna win the Running of the Leaves."

The Doctor's eyes went wide. "Oh no, ohnonononono!" he said, jumping out of the bed and rushing downstairs.

"Doctor," Ditzy called. "You forgot your..."

She stopped, and looked to her left. The tray, and the muffins that were on it, were scattered across the floor.

"...muffins." she finished sadly.

"I'll save them for later!" he called back.

She sighed, and flew off after him.

When she reached the main room, she found the Doctor pacing up and down the length of the room quickly, with a worried expression on his face.

"Uh, Doctor? Are you OK?" she asked.

"No, of course I'm not OK!" he replied. "I mean, I haven't even prepared for this Running of the Leaves. You've been in Ponyville longer than me, Ditzy. What are the rules of the competition? Do you have any cheats?"

Ditzy's crossed yellow eyes went wide. "Cheats?" she echoed. "Doctor, think this through! You don't need cheats!"

"Explain." instructed the Doctor.

"Well," explained Ditzy as she'd been told to do, "if I can tell you one thing about the Running of the Leaves, it's that it involves..."

The Doctor waited patiently.

"...Running. Lots and lots of running."

He chuckled. "Ditzy..." he began.

"No, hear me out..." she interrupted. "I'll say it again- the Running of the Leaves involves lots of running."

It took the Doctor only a few moments to realize what she meant.

"And I can run REALLY fast! 712 years of chasing after big ugly evil monsters means I can run REALLY fast!" he said, galloping around the room and smiling.

"Wait, what?" Ditzy asked.

"Oh Ditzy, you're a genius!" The Doctor continued, seeming not to hear her.

"I...I am?" she asked, feeling slightly surprised that anyone would think of her that highly.

"Yes, you are!" he replied.

"Not that being a genius will help me in the Running of the Leaves..." she added sadly.

"Wait, you're participating too? he asked.

"Like I do every year." she answered. "But I always come second-to-last, no matter how hard I try."

"Oh, Ditzy." The Doctor began, walking to her side. "If you're so nervous about the race, I'll make sure that I stay close to you for as much of it as I can."

"Hm, okay." replied Ditzy.

At that moment, she caught something out of the corner of her eye. It was the clock. Striking half past twelve. The start of the race.

"Oh, no!" she said, dashing for the door.

"Ditzy, what are you-"

"Doctor, come on! HURRY!" she said, grabbing his hoof and bolting out of the door.

"Ditzy, please tell me why you're-"

"WE'RE GONNA MISS THE RACE!" she interrupted, now almost dragging him along the ground.

"Well, if that's how you're going to treat me..." He yanked his hoof out of hers, and began running as he'd done for years.

"Catch me if you can, Ditzy-Doo!" he called back with a laugh.

Ditzy willingly accepted his challenge, and began to lift off the ground, but was stopped by a warning shout- "Not yet!"

"Why not?" she asked.

The Doctor said nothing, but turned to Ditzy and winked, before charging to the edge of the hill and seemingly jumping off the end, giving a confident cry of "GERONIMO!"

Ditzy didn't quite know how to feel. A very small part of her was worrying about the Doctor's motives for doing what he'd just done, but a much larger part of her wanted desperately to try it out for herself.

"Hey Doctor, do we have catchphrases now? Is that how it works?" she asked loudly, "'Cause if we do..."

She charged towards the edge of the hill.

"MU-FFINS A-WAAAAAAY!" she cried, flinging herself off the edge of the hill and soaring into the air.

Seconds later, she was zooming down the hillside.

"Don't tire yourself out!" she warned him. "You'll need your energy for the race!"

But, luckily, energy preservation didn't seem to be a problem, as, albeit a little too soon, they were at the racetrack.

The Doctor looked around, awestruck. "Wow, I've never seen so many ponies in one place!" he exclaimed.

"This looks to be the biggest turnout in it's history!" Ditzy replied.

She then stopped and turned her head to the side.

"What's up, Ditzy?" The Doctor asked.

"Doctor, I think I see one of my friends!" she answered happily.

"Oh, good. Er, which pony are you on about again?" he asked, unsure of where this friend was.

"The one with the cutie mark of three carrots." replied Ditzy.

It didn't take him long to find the said pony.

"Hehe, ginger..." he chuckled.

"What?" Ditzy asked.

"Oh, erm, nothing." The Doctor replied hastily. "Anyway, shouldn't we, erm, be at the starting line?"

"I guess..." Ditzy answered, before flying off towards her friend.

"Hey, Carrot Top!" she called. "Hi there!"

A light orange earth mare with a darker orange mane turned around. She had big green eyes, and a particularly strange accent that the Doctor only just understood.

"Derpy!" Carrot Top called back, running to hug her pegasus friend. The only colt in the conversation couldn't help but go a little bit soft as he watched the two embrace.

Carrot broke from the hug and immediately saw the Doctor. "Um, Ditzy, who's your new coltfriend?" she asked.

"Ugh, he is NOT my coltfriend!" Ditzy answered. "He just happens to be a close friend... who just happens to be a colt."

The Doctor could sense that both he and Carrot Top were simultaneously trying to keep from doing a facehoof. Plus, Carrot had called her Derpy... why was that?

"So, anyway, what's his name?" Carrot asked.

"Oh, he's called The Doctor." Ditzy answered.

"The Doctor?" Carrot echoed. "But, Doctor..."

"Whooves." he interrupted. "Doctor Whooves." He took her hoof and began shaking it vigorously. "Pleased to meet you, Miss Carrot."

"Uh, pleased to meet you too, Mr Whooves." Carrot Top answered slowly.

So, you're a doctor, huh?" she continued.

"Yes, Miss Carrot, surely the clue's in the name?" The Doctor answered.

"Well, yes." replied Carrot, "But, if you really are a Doctor, then why in the wide world of Equestria is your cutie mark a..."

She looked to Ditzy for help.

"An hourglass." said Ditzy.

"Yeah, that." Carrot finished. "And, shouldn't you be, like, at the hospital right now, and not taking part in a race?"

She giggled. The Doctor rolled his eyes.

"To answer your first question," he said, "I'm not your average doctor. To answer your second question, well, refer back to the answer for the first."

Carrot looked utterly dumbfounded. "Anyway, have you guys got your race numbers yet? Mine's 00." She said.

"Double zero?" repeated the Doctor. "Wow, you're very lucky. We haven't even been given ours yet."

At that moment, a pink mare with a poofy pink mane and tail came bouncing by. The Doctor was sure he recognized her from somewhere, but he couldn't quite put his hoof on it. "Hi!" she said in a cheery voice.

"Oh, hello." replied the Doctor. "Have you got our race numbers?"

"Our?" echoed the mare. "Our is a plural word, right?"

"Well, yes." replied the Doctor, feeling confused.

"Well then, your brain must be in a scramble if you're saying that, because I only have one number sheet!" she replied, giggling.

She held up a piece of paper with the number 26 on it.

"Oh, that's alright." said the Doctor rather calmly, taking it from her.

He turned to Ditzy. "Ditzy, would you care to stick this onto my flank?" he said, handing it to her.

"Oh, um, of course, Doctor." she answered glumly.

The Doctor immediately realized how ignorant he'd been. "Oh, Ditzy," he began, "I'm so sorry, I really didn't mean to..."

"It's OK, Doctor." Ditzy interrupted just as glumly as before. "Anyway, the race is about to start."

"Wait, no!" he said, desperately scanning the area for the pink mare. "Hello? Miss, um, Pinkie Mare?"

No answer. "Uh, Mr Whooves?" Carrot Top asked him suddenly.

He sighed. "Yes, Miss Carrot?" He secretly wished they'd stop calling each other using those titles.

"Is that the pony you're looking for?" she asked, pointing skywards.

He looked up to see the pink mare in a purple hot air balloon, with what looked like a small purple dragon. He'd seen him somewhere before too, but he still couldn't figure out where.

"Yes, that is the pony I'm looking for." he replied, "But, I don't need her now. Ditzy will be..."

He looked over to her.

"...just fine, without a number." he finished, looking back.

The pink mare held up a megaphone and spoke. "All right, ponies," she said, "are you ready?"

The racers cheered.

"Get set..." said the purple dragon.

The racers all got into their starting positions. The Doctor looked behind. He was behind Carrot Top and in front of Ditzy. Just where he needed to be. And, two other ponies too- a rainbow haired pegasus and an orange earth pony. They both seemed familar, but he still couldn't work out why...

A loud bell snapped him out of his thoughts. The Running Of The Leaves had officially begun.

In a matter of seconds, there was one solid sound. The thundering of two dozen hooves, maybe even more, all pounding the ground. Everypony had their eyes on the prize. What the prize was, well, none of them really knew, but all of them still wanted to win it.

Without thinking, The Doctor charged.

"Doctor!" came a voice from behind, "Slow down!"

He hardly heard. Ditzy was trying her hardest to keep up with him, but he didn't seem to be taking notice.

"I'm... I'm already tired..." she said to Carrot Top, who had swerved to the left side.

"Don't worry, Derpy." Carrot replied. "Just keep going. Keep going, and don't you dare look back!"

A smile spread across both their faces. Ditzy didn't worry about whether The Doctor was looking out for her or not. Because she knew he was looking out for her. He'd always be looking out for her. Always...

Sadly, he was doing anything but. He was far too caught up in the race to care about anyone else. Besides, why should he care about anyone else? If his previous regenerations into things other than timelords were anything to go by, then this whole pony thing wouldn't last long, and this was the only chance he was going to get at the Running of The Leaves. He might as well try his best to win it.

He had powered ahead, in front of both Carrot and Ditzy, and was now in touching distance of the two front runners, Miss Rainbow Haired Pegasus and Miss Orange Earth Pony.

He felt a sudden shove in hit ribs. "Hey, watch it!" he told her.

"Uh, hello?" she said, "Can't you see I'm too busy to care?"

At that moment, it hit him. The rainbow hair, the voice, the speed! The Elements Of Harmony, Nightmare Moon, it's all coming back!

"Wait!" he called, running towards them. "Applejack, Rainbow Dash, please, wait! I have something very important to tell both of you!"

"A few apples short of a bushel?" said Applejack.

"Uhuh." replied Rainbow Dash, as the two galloped away.

"No, please, wait!" called The Doctor. But it was no use. The two leaders were now out of reach.

Well, for everypony else, at least... he thought. I can still catch up with them. That is, if I'm able to run.

And then he ran. Faster and with more passion than he'd ever ran before.

But, that turned out to be more of a curse than a blessing. As he was so focussed on running, he didn't see what was right in front of him- a log.

It only took a second for him to trip over it and fall. "Oh, how inconvinient." he said to himself. "No matter, I'll just get back up, dust myself down and start running again!"

But that wasn't the case.

Because he never heard what was creeping up behind him.

Before he knew what was happening, a horde of hooves were racing over him, trampling him, and there was nothing he could do about it.

But he didn't care. He'd been in situations like this many times before, where he'd been caught up in a stampede of feet and guns and garbled words and death and pain and sorrow.

And he'd always survived.

But this time was different.

It took a split second for everything to change.

BAM!

He felt a terrible pain at the pack of his head. Somepony must have kicked me, he thought.

Then he saw the blood, the endless stream of red, red blood. He didn't know ponies could bleed.

"Oh no." he said aloud. "Not here. Not now."

He was pleading to the emptiness.

Ditzy was feeling ecstatic. She was doing better than she'd ever done in the Running, and The Doctor was still looking out for her!

Or so she thought.

She came to a standstill when she saw a single, lifeless, light brown body lying in the dust.

"No!" she screamed, running towards him. "DOCTOR!"