"Just a little farther, Doctor," Rose murmured gently. "See? There's the TARDIS. Right there." She stopped to point a hoof towards a large knot of brush, all a plethora of greens save for one small tint of hidden navy blue.

The stumbling brown stallion at her side seemed disinterested at first, his eyes halfway closed as they moved ever closer. "Not like it does any good, really..." he mumbled under his breath, tiredly.

Rose scanned the fields that lay about them, searching for any sort of pony that might be within earshot before she turned to him. "Did you hurt yourself?" she asked, nodding towards the thick bandage that had been so sloppily tied around the Doctor's waist.

"Oh, this?" He chuckled weakly. "You can take it off, if you want. I just couldn't show anyone that's already seen me." His light laughter turned into a brittle cough, and a small cloud of yellow dust expelled from his lips.

Rose watched as the cloud drifted about in the air, not dissipating into pieces, but rising higher and higher before it was lost in the sky, like a child's lost balloon. "What is that dust stuff, anyway?" she asked. "You kept coughing it up that one Christmas when you changed, well, regenerated."

The Doctor didn't respond at first, his attention locked onto the approaching thicket, a small little refuge apart from all the hubbub and plainly tilled fields. The walk had put him into a sort of trance, it seemed, his fur slowly darkening in a layer of sticky sweat. "It's energy, really. All little bunches of energy that I have to get rid of," he explained slowly, his tongue drunkenly stumbling over the words. "It wasn't as bad first, being a pony."

By now they had entered the little thicket. It wasn't much, just a few dots of trees and bushes here and there, but it was more than enough to conceal the ever looming presence of the TARDIS herself. It lay slightly askew in the ground, tilted to the right as the left corners had buried themselves into the ruddy dirt. The wooden finish was slightly chipped, though streaked with peppercorn black scorch marks. All plant life close beside the base had withered from being so mercilessly crushed.

It looked more like a falling, decaying relic than a time machine, a rotting husk that seemed ever desperate to tower over all else that flourished. It was almost eerie, and Rose couldn't suppress a small shudder at the sight of its broken form, a big, blue box that seemed so out of place from the rest of such a foreign world.

The Doctor shakily lowered himself onto his belly in front of the door, breathing a sigh of relief as the cool, dew-soaked grass pressed against his belly. "Nice shade here," he remarked casually, lips curling in a tired smile.

"Guess so." Rose dropped beside of him, ears laid back as she slumped next to him, her eyes locked to the curious bandages enveloping his torso. "Do you want me to take those off for you?"

"If you want. They're a little sore, though. Be careful." The Doctor slowly leaned himself to the right, exposing the loose knot towards her. It looked nearly undone as it was. Just one tug on the bow and it would have fallen apart.

Gingerly, Rose leaned over and took a loose ribbon in her teeth, pulling away at it. Occasionally she'd flinch as the Doctor would bite back a sharp intake of breath, stifling a hiss.

Eventually the bandages were stripped away, leaving not the expected gashes or bloody wounds that Rose had initially anticipated, but something much, much different.

Planted upon the stallion's back were two perfectly feathered wings, just as if he had been born with them. As the gauze was stripped away, the wings flinched, unraveling as they seemed to move with a mind of their own. Rose watched, completely transfixed as they twitched and flapped, their every movement eliciting a small pained gasp from the stallion.

For a long, uncomfortable pause there was silence between the pair, save for nothing but the occasional chirp of a bird or a rustle of leaves by some unknown creature. Every snap of a branch or crunch of a dead leaf would cause the stallion to startle, his darkly rimmed eyes wide as he would snap his head about, looking for their sources.

"So?" Rose reached out a hoof to gently poke at the stallion's side, or at least a part of him that didn't seem to be hurting him any. "You planning on explaining this to me or what?" She forced a short laugh, if only to add some light to what had become a particularly dismal mood.

"Oh, these?" The Doctor craned his neck around, observing as the feathery appendages flopped about against his matted sides. His face was twisted in a wry smile. "Call them a side effect, I guess. Nothing really more to it than that. Kinda useless though, don't you think? Not like I know how to fly or anything." He chuckled.

If there was one way that Rose could ever read any of the Doctor's emotions, it was through the open window of his expressions. It was funny how a creature of such experience could betray so much through a simple frown or a weakened smile; such was a man that desired nothing more than to keep a good bit of humor into even the most depressing of situations.

"And the dust?" The mare questioned, almost accusingly. "That's not good, is it?"

"Nah, not really," The Doctor rolled back his shoulders in a painful shrug, his uncontrollable wings spasming at the movement. "Well, actually, it is a little good. It makes it hurt less, you know? I've never even considered being a quadruped before! It's so different!"

Rose wasn't at all put at ease by such casual reassurances. If anything, the Doctor's attitude was more than enough cause for concern. Carrot had been right about his behavior. Even for him his eccentricities were completely off, and it was easy enough for her to see the underlying seriousness that lay in his tone. "You're dancing around the subject again, you know," she accused sharply. "It's not like I can be protected right now, right?"

"No, I guess not." The stallion strained his neck to look up to the TARDIS, all in her broken-down glory. The light that was situated up onto the apex was no longer lit, betraying its ineffectiveness.

Rose noticed this, and she looked up towards it as well. "Did you find out anything that can fix it?"

"Things that are dead can't be fixed, Rose," the Doctor whispered. "You can't bring her back to life, not when there isn't any spark left of it." He raised a trembling hoof and grazed it along the damaged wood paneling, almost as if he were stroking it. His wings neatly folded back to his sides, almost reverently. "The last of her kind."

He turned to her then, his own face expressionless as he gently pressed open the door. There was no need to lock it anymore, not when there was really nothing of value to take. "You want to go inside for a little while, maybe? We'll leave the door open for some light." His tone was desperate, nearly pleading.

In truth, Rose wasn't all that enthused with the idea, but how could she not fulfill such a simple wish? She knew very well how much the Doctor adored his magical flying machine. If anything, he probably cared far more about it than he did her. He and the TARDIS had been together for far, far longer than they had.

Reluctantly, Rose stumbled to her hooves and nudged the Doctor's side, gently lifting him to his hooves as his wings fluttered in protest. He held back a tired groan as they limped into the seemingly tiny police box.

The mare could often remember all of the happy memories that she had experience inside, with all of its dazzling lights and the plethora of switches all haphazardly pasted onto a circular console enveloping the centerpiece tube of the entire ship. It had always been such a breathtaking sight to watch as the Doctor would scurry about, his hands clutching at every little knob and lever that seemed to come into sight.

But now? To walk into the ship was much like walking into a dense coffin. The interior control room, what had once been warmly lit was now nothing but a lifeless black, with all the sweeping arches looking much more like skeleton limbs than decorations. The only source of light was the sun that seeped its rays through the open doorway, bleeding their rays only inches into the chamber.

Their hooves clacked loudly against the metal mesh wire that lay underneath them, its rickety surface a bare shield for all the precious wires and gears that resided below. Under normal circumstances, the floor would have been alight with life, grinding and clicking away. Now those very same mechanisms looked as if they were rotting away, their unused nooks and crannies slowly collecting dust.

The Doctor slumped to the hard ground, his wings draped down along at his sides as a makeshift blanket. The lone bar of light that pierced the ship's room bathed his left side in a gentle glow. The hourglass pasted onto his flank, with its goldenrod sand and brass tinted lining nearly sparkled in the glare.

"Rose?"

Rose snapped her head back up to face the Doctor's tired stare. "You alright, Doctor?"

"Here." He stumbled back to his hooves, gritting his teeth as he reached up towards a waving arch that was planted square above his head. Draped over it was a small jacket, carelessly thrown there at some point. Wincing, the Doctor took the fabric in his mouth and dragged it down. Grinning in triumph, he stepped back over to Rose's side and threw the garment onto her bare back. "Probably cold in here, eh?" He smiled and plopped down next to her

The mare blinked in surprise and looked down at the jacket's pitiably small form. No way would she ever be able to wear it again, and it made for a rather silly blanket as well, what with its long, noodly sleeves that uselessly flopped over her sides. "And what about you?"

"Ah, well. Thick pony hide and all that. I'm fine," the Doctor reassured, his bushy tail rhythmically swishing back and forth against the ground behind him, betraying his own ticking thoughts.

"And those?" Rose reached over and lightly brought the base of her hoof against one of the stallion's sporadically twitching wings. "And what about that yellow energy stuff?"

"The wings? Well..." The Doctor meditatively chewed his lower lip in thought, and Rose could tell that he was careful about the choice of his words. He hummed a show-tune to himself and tapped his hooves upon the metal grating. "Have you ever tried wrapping up leftovers for the fridge with plastic wrap?" he asked suddenly, turning to face her. Despite the peculiarity of his question, his expression was oddly serious.

"Uh-huh." Rose nodded, perplexed, but not one to interrupt an explanation.

With a short grunt, the Doctor shifted to sit up on his haunches and ran a hoof along the ground to trace a simple circle. "Right. Let's say that this little circle here is a plate of grilled pastrami that you want to save for tomorrow. So! You go in your kitchen drawer and pull out some saran wrap to bundle it all up in, but there's only a little bit left! Luckily..." The Doctor leaned forward and placed both of his hooves on both sides of the imaginary circle. "The square you have left is just enough to cover all the goop you've got lying there. Problem solved!"

The Doctor frowned, and scribbled his hoof along the floor as if he were erasing a picture. "That would have been your plate. From what I can gather, the ponies here are quite similar, if not identical to primitive humans apart from the obvious physical differences. Their mental gobbledygook goes around in the same way, they have morals, similar ethics, a monarch, and to top it all off advancing technology that looks identical to yours." He suddenly shook his head, catching himself in a ramble before he traced out the circle and larger square once more.

"Your brain, and everything about your genetic make-up is the grilled salami on this plate here, right? And this plastic wrap that encases around it is the disguise that makes up your pony form. All nice and snug! The two make a good match just because of how similar your species is to theirs on a mental level." He explained further, and Rose could almost hear the rising strength in his voice as he lectured, but there was still an unsettling sickliness about him, a sort of inner turmoil of which the sources too seemed somewhat clearer, and not for the better.

"Alright, I get it a bit more now." She nodded firmly, unable to hide back a little giddy smile at being able to understand something, for once. "Though I'm a little leery about you saying that I'm like a colorful little horse in the first place." She snorted.

"Really? I'd take it as a compliment. These ponies are absolutely fascinating little buggers, don't you think?" The Doctor didn't even wait for an answer before he sketched out another circle, this time nearly twice the size of the last. "While a human would be more than able to fit in a pony skin, it's different for a Time Lord. There's just so much to pack in that, well..." He brought his hooves down and traced out another box, one that much, much smaller than the previously sketched plate. "You get a few complications with it all."

He turned his neck around to look at his sprouted wings, their feathered tips seeming to unconsciously ruffle in response. "I can't adjust, and I end up getting physical mutations like these wings, all because of a bloody chemical imbalance." Pausing, the Doctor stiffened and reeled back, and another stream of particles spouted from his lips. They radiated their own soft illumination, casting it all around the broken-down ship like a flying nightlight.

The two watched as it lazily floated about the room, and Rose could only barely feel the slight pressure from where The Doctor had draped his left wing over her covered back, whether by his own control or not.

"It was bearable at first." The stallion kept his eyes locked to the stream, watching as it darted to and fro about the paneled walls and dangling wires. "I just thought that I could find a spark, a little speck of life still left in this old thing that I could charge up like before... guess we're not that lucky this time," he scoffed. "Old dear did what she was built to do though, or at least tried to. Turning bipedals into quadrupeds was just the straw that broke the camel's back, I suppose that I don't know." His eyes suddenly widened, and he snapped his head back to Rose with new-found panic. "Don't know? I don't know? How do I not know?"

His eyes darted around the room, eventually targeting onto the fleeting dust that still yet coiled itself about the air. His slender body broke out into a terrified shiver. He said nothing, and simply took care to lay his muzzle down in-between his forelegs, like a dejected dog.

"Doctor?" Rose unthinkingly wrapped her foreleg over the stallion's shoulders. "Come on, now. Look at me here, alright?" she slid her hoof away to gently guide his head back up, cupping it underneath his chin. "Are you in pain?"

His eyes were cast downwards, and he openly flinched away from her touch at the question, and the wing that had been so comfortingly lain across Rose's back was sharply withdrawn. "My head is what it is. It feels like it's all trying to squeeze through a tiny hole." He kept his eyes locked onto the glowing dust, where it had settled onto the ground near the crack of the open door, as if begging for its master to give it leave.

It wasn't that difficult for Rose to paste together the components of the situation. Still, she had to be sure. "You're becoming all-pony, in other words, right? This is a bit like regenerating?" She spoke with a low murmur, pausing only to slide the denim jacket from her back onto the Doctor's.

"I guess you could call it that, but it's more like a mutation than cheating death." The stallion allowed for himself to relax slightly as the jacket's fabric was set about his twitching wings. It was a comforting sensation after spending many a day with nothing but the skin on his back. He stared at it, as if hypnotized by his own lingering, fleeting thoughts.

Rose frowned and moved to stand up. "Do you need something? Like, water or food?"

"No, no! Don't go away!" The Doctor flashed another wide, plastic smile and ushered the mare back to his side with a hoof. "I'm fine, save for the new appendages and melting brain. It's just..." He shook his head, his chestnut mane falling limply to the sides of his skull. "It's a little scary, just thinking about it."

"I guess that we're not going home, then?" Rose asked. Of course she had already known the futility of their situation; there was still a small spark of naive hope left in her, even if that very hope was just waiting to be crushed.

The Doctor forced a small chuckle in reply and looked over at her. "It's funny, isn't it? Stranded on a planet with a slew of jolly little ponies. Ponies... I just can't wrap my head around it!" he rambled, more or less to drive away from the subject.

"So we're going to stay like this? Forever?" Rose didn't understand the gravity of what she had said at first, preferring to keep herself dunked in sweet denial. Thinking about her mother was a matter that could wait for another, less stressful time.

"Forever? Nah, we'll both be dead before that's all up," the Doctor replied, his tone laced with bitter humor. "I never thought that I would get to age," he mused. "Not quite sure how it feels yet, aging."

"You're not really supposed to 'feel' it, you know." Normally she would have smiled or laughed, but there was a lingering sort of uneasiness that snuck through. It was an emptiness, denial mixed with naive ignorance. She knew admittedly little about the Doctor's people, let alone the world from which he had come from. How was she to understand something as alien as a mutation from Time Lord to colorful equine?

In an absentminded gesture, she curled her long, burgundy tinted tail about the stallion's backside. Perhaps one would think that they'd feel awkward with such a seemingly primal movement, one that was so 'inhuman' to what was the norm from her own world. It would have to do though, as neither of them possessed hands to weave together.

Silence blanketed the couple once more, save for the occasional harsh gasp and cry of pain, followed by a gentle shush and light caress as the Doctor would lay there, reduced to a pile of matted fur and flapping wings.

Rose's ears pressed themselves against her scalp, though that wasn't enough to deafen how every one of the stallion's cries would reverberate against the curved walls. He struggled to press the flat bottoms of his hooves against the sides of his pounding skull, and he rolled to his left side, his legs thrashing outwards as his covered back pressed against Rose's side.

Rose didn't know how long they lay like that, with her curling about him like a mother nestling a child, and with the Doctor scrunching up his brow and shifting about. Occasionally the mare would say something trivial, like a comment on the good weather or some of Carrot's useless gossip. She talked for the sake of talking, a futile attempt to sooth both him and her from it all.

Eventually, the Doctor fell still, falling limp as he exhaled another batch of dust. His eyes were half-closed, glazed over with a milky cloudiness that seemed to threaten to fizzle out. As he lay on his side, his chest heaved and rattled with every breath.

Rose noticed this, and she leaned down to press her furry cheek against the top of his sopping scalp. "Doctor?"

"You know, maybe that grilled pastrami wasn't such a good metaphor," the Doctor murmured, his head lying against the mesh flooring. His voice had taken on a faraway tone, though accepting. "Brains aren't like pastrami, really. They're more like computers." He grit his teeth as he struggled to sit back up, and Rose hurried to help him up and tuck his hooves underneath his belly.

He couldn't support himself in such a position, so he leaned against the mare's creamy white body, his cheek practically pressed against her own. Rose didn't mind, and neither did he.

"It's like, ah," The stallion paused and stiffened, evidently confused with his own words. "Sorry, I'm a bit fuzzy right now, trying to gather up what's left and what's going." He chewed on the corner of his lip contemplatively, his gaze staring off into nothing.

"It's like getting a Mac to run Windows?" Rose helpfully offered, in risk of sounding foolish.

"That sounds about right, I suppose."

"But you'll be okay soon, right? You'll just be a pony?" As much as she didn't want to pester him with questions, Rose couldn't hold that one back. The words had been scraping at the back of her head, making her nauseous to even think of the consequences.

The Doctor knew this, and he once more allowed for his wing to rest across her back, the broad feathers lightly brushing against her wiry coat. The action seemed mindless, almost, like an unconscious plea for any type of comfort.

It had happened before where the Doctor would become so childlike in his neediness for emotional attention, though such moments would only last for mere seconds before he would withdraw behind a well-worn shell of calm indifference.

The fact that the Doctor was practically begging for contact was a surprise for Rose, as it was usually her who would have to elicit such behavior from him. With that in mind, she tilted her head around and lightly grazed her lips upon the stallion's fuzzed cheek.

Immediately the Doctor stiffened and jerked his head away, almost as if on an impulse.

"Rose..." He was shivering again, though not from the physical pain so much as it was his own confusion. Embarrassed, he turned his face away from hers. "I don't know what will happen. I don't even think that I could fly the TARDIS anymore even if she were still alive," he rambled, stopping only to grind a hoof against his forehead as another contraction of pain struck his skull. Another puff of dust gushed from his mouth, and he helplessly watched as the cloud drifted off to join the others.

The interior of the late TARDIS was all alight now, like a dank cave lit with fireflies. The glow was dim, but it gave the ship a warmer sort of feeling apart from ghastly darkness.

"I'm sorry." Rose looked down to her hooves. They had taken so long to getting used to, after being so spoiled by fingers and a way to grip at things. She rotated one around to examine it, admiring the smooth way that her hide so skillfully wrapped about the base. Childish as it was, examining herself was a method to escape the guilt she felt.

"Sorry for what?" The Doctor looked back at Rose with a blank stare. "You didn't do anything wrong, Rose." There was a comforting tone in his voice, but firm all the same.

The two said nothing more for a good bit of the next hour, and Rose watched as the light of the sun slowly faded off as if made its skyward arch. With the glow of the dust, though, the lack of sunlight no longer mattered to make the TARDIS look lively, even if said liveliness was nothing more than an illusion, a fabrication of a souled being that no longer existed.

At some point the Doctor drifted off into a fitful slumber, exhausted and still yet suffering from headaches. He had laid his head between the mare's shoulder-blades, too tired to either ask or apologize to make the whole situation less awkward.

A few hours later he woke, and Rose gently urged him back onto hooves, though she was surprised to see that the stallion was perfectly capable of moving about on his own. Apart from his ruffled mane and sweaty coat, he looked, by all appearances, completely normal.

It had taken some time, but she managed to convince the stallion to not sleep in the TARDIS and to come with her to Carrot's cottage. It was almost like arguing with a belligerent child that wanted his own way. Still, after much gentle prodding, the Doctor soon found himself dogging the mare's heels, every so often looking back behind him to look at the machine that had become a rotting relic.

Carrot had been more than accepting to let Rose's peculiar friend live along with her, provided that she pay extra rent. She never bothered to question the curious bandage that had been so hastily wrapped around his torso.

Because there were only two beds, Rose and the Doctor slept together, tightly mashed on a tiny sliver of mattress only meant for one. The lack of beds was a good enough excuse though, if only to let Carrot feel a little less awkward about the whole situation.

Though he refused to admit it the following morning, the Doctor broke down on several occasions that night, snuggled tightly against Rose's chest with tears threatening to spill from his bloodshot eyes. He never really cried, but he did ramble. All throughout the night he never slept, preferring to blubber on and on to Rose about the little he remembered of his childhood, of romping about the deep crimson grass underneath the pale orange sky of Gallifrey. Save for small snippets and snapshots, he remembered nothing else.

All of their nights together were composed of such one-sided conversations, with the Doctor telling and retelling everything that his wasted memory could conjure up. He talked of living on the mountains at the young age of ninety, nimbly picking his way through the cracked rocks to their snow-capped peaks to watch the two suns rise up.

Rose would listen, ever eager to listen in on what had been such a mystery to her, but there was no satisfaction in watching such a man crumble beneath her forelegs.

As the nights passed, so did the rambling and nostalgia, but the Doctor's need for physical contact never really left. There was never anything truly intimate between the two that would go on the bedroom, save for an occasional kiss or a word of guarded affection from the Doctor, ever reluctant as he was.

It was because of the stallion's sprouted wings that they both decided to travel to another city, Canterlot, to be exact. The Doctor had wanted to go to study up on the world's history, and Rose had been in no position to argue with him, not when he seemed so constantly lost and desperate to his hooves to work.

Thinking about her mother had only made everything even harder to bear, though she was more than able to put on a happy face and give in to the Doctor's occasional demands. Her mother had known that the risk of traveling with a strange alien in a box had its consequences. Rose would often find herself wondering about her, about what was doing and whether or not her old ex-boyfriend would be taking care of her.

Weeks turned into months, and during all those days Rose could see change in the Doctor. He remained as childlike and optimistic as ever, and yet there was always that same lingering sadness that basked over his worn face. He became antsy, ever insistent on exploring every little nook and cranny that could be found hidden amongst Canterlot's towering walls. Still, their new life had transitioned as well as it could have given the circumstances.

That was until the Doctor learned how to fly.

Flight tends to make one adventurous, particularly for a pony with the broken mind of a Time Lord. It was his nature to explore and unearth any and every secret that he could discover, and no amount of pony DNA would have been able to mask his embedded instinct for risk-taking and adventuring.

At first he had managed to find the strength to take Rose with him on some small flights, his wings more than powerful enough so that he could carry her upon his back. They were always a frequent treat, those flights, and they'd always end with the stallion drenched in sweat. He'd land on a cloud, and turn himself about so that he could hold her against his underbelly, forelegs locked square about her lean torso.

With all the physical affection, it was only a matter of time before Rose had asked for a more stable relationship, something more substantial and concrete. While the Doctor did enthusiastically accept her offer, nothing really changed apart from an occasional sinful night, and even then the Doctor just acted as if he were fulfilling an obligation, a duty in order to keep the mare close to him.

Months melded into years, and it didn't take long for Rose or the Doctor to realize how short a pony's lifespan really was. Everyday Rose would tend to her little cart and nurture her flowers, all while the Doctor would either attempt to 'help' her with his clumsy hooves or fly about the city on his own. Rose didn't mind though. How could she when the Doctor had essentially lost the very reasoning behind the hourglass stamped onto his flank?

As they grew older, so did the length of the solo expeditions that he would put himself through. He'd fly off without warning, with no real indication on when he would come back and to where he would go.

He always came back, though, even if it took him a month or three before he did so. Rose didn't mind, even if being alone in such a world had never ceased to lose its unsettling surreality.

Every time he came back there was always piece of him that seemed to be missing, a fragment of that cheery, chaotic personality just chipped away in favor of bitter regret.

Rose could never tell if he feared the death that was creeping along behind him, as he still yet retained the notion that he was essentially immortal.

She found out the answer one night, when their bodies had long since shriveled up and the Doctor could no longer go on his expeditions. They clung to each other in their usual desperation, and it was then that Rose asked him:

"Does death scare you, Doctor?"

What was eerie was that the stallion never really answered her, as all he offered in a meager reply was a feather-light kiss on her cheek and a gentle urge to go back to sleep.