It was late and Rose 'Big Scoop' Tailor trotted towards her office in the Canterlot News Agency office building. She flicked her blonde shoulder length mane out of her eyes, she was eager to organize her team for tomorrow and finalize their report on the Changeling Invasion. Despite its role as the single major news outlet in Canterlot, CNA had only been partaking in the bare minimum of live broadcast while the city was being rebuilt; dedicating whatever manpower it had to the citywide relief effort. But now that Canterlot was up and running again and its streets and hospitals were no longer filled with refugees, 'Big Scoop' and her news team could get their story to the public. It had everything a news agency could ask for, political intrigue, tales of survival, heroes, villains, and a storybook ending! It was the story that would win CNA awards for decades to come.

She approached the door to her office, her eyes widened slightly at what she saw. The door was open, only slightly but open nonetheless. 'Mop Up probably just forgot to lock up…after eight years of flawless service?'

She nudged the door open, internally surprised at how afraid she was. She had been in the streets around the royal wedding when the Changeling Invasion had commenced. She had watched the formerly impenetrable shield crumble under the onslaught of thousands of horrid insectoid equines. She could not put out of her mind their huge glowing eyes, their grotesque deteriorated bodies, their shiny black carapaces, their mouths full of sharp fangs, or the sickly green glow that surrounded them as they rained down from the sky. Worst of all was the buzzing; the hissing and the screeching and the mocking laughter filled with malice was bad enough, but the unending buzzing of their terrible insect wings as they thrummed through the air was enough to drive a pony to madness! Rose squeezed her blue eyes shut and opened the door; she opened her eyes and gasped in preemptive shock. The thirty-something year old earth pony known as Mop Up was idly cleaning the tile floor of her office waiting room, his head snapped up at the sound of the door opening.

"Oh!" the janitor said in surprise. "M-Miss Tailor, exc-c-cuse me! I thought I'd c-cl-clean up be-before the ruh-rush tomorrow."

Rose let out a quiet sigh of relief, feeling distinctly foolish for getting herself worked up like that. "Oh it's quite alright Mr. Up. I'm just in here to put together the game plan for the week; I'm going to have everypony give their reports and stories of the Invasion. You had a bad run-in with them if I've heard correctly, I'll probably have somepony interview you."

He smiled and nodded, visibly concentrating on minimizing his characteristic stammer, "A puh-p-pay-tient one I huh-hope."

She laughed and walked across the room to her workroom; he was a good-natured stallion but understandably withdrawn, so it was always endearing when he spoke enough to make a joke. A terrible buzzing filled the air; she spun around and gave an exclamation of alarm.

Mop Up turned off his electric tile-polisher and blinked, "Ma'am? Is suh-something ruh-wrong?"

Rose exhaled loudly, shaking her head, "Y-yes-oh, I'm sorry…those things really got to me…I was out in the open…you know…when it happened."

"Ohh," he said with an understanding look. "I uh-understand. Thuh-they cornered me a-a-and a bunch of others in a duh-duh-diner. But I c-cah-n't imagine being ow-outside w-w-ith 'em flying around."

"The sound of them…" she muttered.

"Eh-eh-excuse me?"

Rose sighed and made a dismissive gesture, "Nothing. Look, I'd better get to work. This whole week needs planning if it's going to be what I want it to be. In case I don't see you again, good night Mr. Up."

"G'night Muh-Ms. Tailor," he said as he turned the machine back on.

Rose Tailor tried to put the sound out of her mind and closed the door. 'I'll pay him extra to hoof polish the floor from now on…'

Mop up whistled a jaunty tune as he polished the floor; he had heard it sung at full volume over the speakers in the Canterlot plaza garden. He remembers some cute little purple unicorn cooing out the lyrics as she gestured at the happy couple, there had been a great many good-looking ladies at the celebration but she stood out to him as 'cute', especially in the eye-catching little number she was wearing. He chuckled to no one in particular, jovially scolding himself for his less-than-appropriate attentions towards a girl likely half his age. Not that he had any kind of luck with ladies of any age, talking like a maraca tended to curb one's social life. So he worked. He worked for years on end.

He polished the fine tile of the waiting room; there had been some general filth from a week's neglect mixed up with some Changeling gunk on the floor. Hardly surprising since those ugly bugs had gotten everywhere it seemed, not a problem now that they were gone but it was an unpleasant reminder of a week best forgotten. He turned around to admire his work; the floor was absolutely spotless save for a tiny spec of green near the middle of the room. Mop Up clicked his tongue in frustration and hauled the still-running polisher over to the spot. He looked down at the offending blemish, a perfectly round disc of translucent harlequin green.

"What the huh?" he leaned forward and dabbed his hoof in the spot, as he retracted the sticky substance formed a trail from his hoof to the floor. He blinked in confusion; unlike all the other puddles of the loathsome stuff he had cleaned this one wasn't an inky opaque gelatin. Instead it was clear and viscous and…fresh.

The lights cut out suddenly, "Oh cruh-cra-"

Rose Tailor looked up from her computer; she had heard something akin to a cry of alarm over the din of the polisher. She shook her head and thought to herself. 'That's enough of that Rose…those things are gone forever. You need to get on with your life!' She rubbed her hooves on the side of her head and shut down her computer, "Time to go to sleep Big Scoop…you're hearing things."

There was a loud clattering outside her door and possibly the sound of scuffling hooves over the ominous droning of the polisher. She shot to her hooves and quietly made her way to the door, tiptoeing towards the door and opening it with a creak. Out in the darkened waiting room was a scattered pile of mops and brooms, the spilled contents of a mop bucket, and a spinning floor polisher that had been left to its own devices.

"Mop Up?" she said, slowly walking out of her office.

She turned off the thrumming polisher and listened for an answer, "Are you here?"

After a minute of tense silence she clambered back into her office, slamming the door behind her and locking it. She scrambled for the phone and nervously dialed the service desk number when she noticed that her computer monitor was on again. Still holding the phone she approached the flickering screen, the only thing on the screen was an open document with two words in block capitol written in it:


Ponies walking outside looked up at the building, some had seen a flash, some had heard a terrible bloodcurdling scream, and some had witnessed both. But all of them, every single one, suddenly and abruptly felt that whatever was going on was either their imagination or none of their business. Each and every single one carried on with their lives as a high-powered perception filter silently encased the building.

(Dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da etc)


Episode 3

The Nightmare Engine: Part 1


The Doctor

Twilight Sparkle



Rose Tailor

Mop Up


Twilight Sparkle smiled in contentment as she lay in the sun. It had been a week since the marriage of her brother to Princess Cadence; she had stayed behind to help with the clean up while her friends had returned to Ponyville. After the Changeling attack much of Canterlot had been damaged, but a little magic here and there had fixed that right up. Twilight looked around at the city from her high-rise balcony, the city had once again regained its true beauty; while admirable in its scale and skill, the shield Shining Armor had projected around the city had cast it in an odd magenta hue during the day and had at night permeated the city with an unearthly glow. Twilight sipped her lemonade and looked up at the sky, this was a perfect day, not a cloud in the sky and not a worry to be had. In addition to her contentment there was the unmistakable feeling of exaltation exclusive to performing one's duty as a hero. Solving interpersonal problems and helping friends was great and all, but there was a special kind of rush to be had from partaking in a truly historical event; knowing the enormity of the events that had transpired and one's role in its outcome was sort of like the whole universe congratulating its hero. It didn't hurt one's ego, that's for sure. If nothing else it helped the world feel big again…

Twilight hadn't thought about The Doctor in almost a week, a surprising feat considering he had never been far from her thoughts in the month since he took off in his TARDIS. Things had been going well until then; The Doctor had actually stuck around in one spot for an extended period of time, a nearly unheard of occurrence. He'd been edgy at first, seemingly afraid of something, always looking over his shoulder for a sneaking enemy or an oncoming threat. Slowly but surely he seemed to settle and calm down somewhat. He'd been running from something before, something terrible, and his acclimatization to the world around him was similar to a jumpy beast settling in to a safe new home. The universe he had come from must have been terrifying to leave an impression like that on such a fearless being, to leave someone who could stare down gods and monsters alike searching for evil in even the smallest shadows. And then one day he and the TARDIS were gone, without so much as a fond farewell or tip of the hat. There were still so many mysteries surrounding The Doctor, so many questions. What was a Time Lord? Where is he from? What is he so afraid of?

"Where are you Doctor?" Twilight muttered aloud.

"Follow the sound of my voice," said The Doctor, lying on a sun chair next to her. "Do you have room service's number? I'm out of lemonade."

Twilight gasped in shock and shot to her feet, "Doctor?!"

"Hi!" he said cheerily, lifting his sunglasses up his face. "Long time no see!"

She rushed over and pulled him into a tight hug, "Doctor! You're back!"

"Seems to be the case," he said with a smirk. "How have you been keeping?"

Twilight gave him an annoyed look, "Peachy. I've just been fighting off Changelings and dragons and whatnot! Where have you been for the past month? Why did you leave and why didn't you tell us you were leaving?!"

The Doctor shrank away from the now-incensed unicorn and smiled in an ingratiating way, "Well…to answer all three questions at once, I was taking care of all that Tirac business five hundred thousand years ago. I figured I'd relax in Ponyville for a bit before tackling that menace again!"

"But…" Twilight said quietly. "But why didn't you take m-, er, us with you?"

The Doctor gestured dismissively, "Oh c'mon Twilight, don't be that way! Tirac probably didn't recognize you lot before because I didn't take you back when I fought him for the 'second' time. It was either that or I did take you and got you all killed. I…I just couldn't take that risk. I hope you understand."

Twilight smiled warmly and nodded, she couldn't stay mad at him, "I understand Doctor. Tell me, what was Equestria like back then?"

The Doctor's face darkened for an instant, "Familiar." His face lit up once more, "Dark, dingy, and grim. That old chestnut, you really weren't missing anything. Just think Tirac's attitude, but a planet."

"Really? Thanks for not inviting us," Twilight said with a shudder. "Anyway, we've been having a bit of a shindig here ourselves!"

"Yeah, I know," The Doctor said with a nod. "I arrived during the invasion. I wanted to get to the castle, but I kind of got sidetracked helping people…a mother and her little girl."

"Too bad you weren't at the wedding, my big brother and Princess Cadence were the ones who beat the Changelings in the end…actually, what have you been doing for the past week?"

"Made a couple friends, had a bit of an adventure between then and now, fought a monst-Your bro-what?!" The Doctor said, his eyes wide. "Wait, wait, wait, waitwaitwaitwait…wait. 'Big brother'? As in your big brother? You have a brother?"

"Yeah, Shining Armor," Twilight said, raising an eyebrow, "Didn't I ever tell you I had a brother?"

The Doctor's mouth stood agape, "Did you ever-No!"

"Pretty sure I did," she said with an uncertain lilt.

"Did not."

"Did too."



"Okay…" The Doctor said rolling his eyes. "When?"

"When? When what?" Twilight said in confusion.

"When did you tell me about Polished Chainmail or whatever."

Twilight's eyes darted back and forth. "O-oh…y'know…uuuh, off…screen?"

"That only works for Pinkie Pie," The Doctor said flatly.

"Shoot!" Twilight said. "Okay, I guess I didn't."

"You just casually forgot to mention that you have a sibling?" The Doctor said with a smirk. "One eligible to marry an Alicorn princess no less?"

"You never asked!" Twilight said defensively, "And you should talk! You barely answer direct questions on a good day!"

The Doctor smiled, "I missed you, did you know that?"

Twilight blushed and tried to stammer out a retort before relenting and shaking her head. "I missed you too Doctor."

The door to the balcony swung outward and Spike backed in with a towering stack of scrolls and books. "Hey Twilight, I got all the stuff you wanted along with some ancient Equestrian lore. If the Changelings don't show up directly in the documentation there might be some leads to pick up from the…" he turned around to see The Doctor beaming at him, "…Doctor?"

"Spike!" The Doctor said with a laugh. "Long time no see! Have you grown? Er, normally I mean?"

Spike smiled and carefully set down all the books and scrolls before running over to The Doctor, "I guess I have a bit, Twilight's been really cool with gems and stuff recently. But hey it's good to see you! Where'd you run off to for a month?"

"Plesippia," The Doctor said quickly. "Bit of war, bit of mayhem, terrible food and services, all in all I wouldn't recommend it. Two stars," he briefly examined the pile of tomes Spike had brought out. "Reading up on ancient and/or mythical creatures, hmmm?"

Twilight nodded and patted Spike on the head before turning to The Doctor, "Thank you for getting all of this, Spike. Ever since the invasion I've been trying to find out just where the Changelings came from, who they are, how many of them there are. So far all I've been able to scrape together is that they feed on the psychic event caused by feelings of love and happiness and they follow a queen, beyond that no one seems to know much about them as a species. What's strange is that while the invasion involved thousands of them almost every account or story regarding Changelings involves one or two beings at the most! I find it troubling that a race with a biological predisposition to subterfuge would try to stage a large assault like they did. It just doesn't add up."

The Doctor nodded and put his hoof to his chin, "Yes, they certainly know how to lay low. Out of all of Tirac's creations they were the least aggressive, but then I suppose compulsive murder isn't a valuable attribute for a spy."

"That makes sense," Twilight said before spinning around to face The Doctor. "Wait, what?! Tirac made the Changelings?"

"Well duh!" Spike said with a scoff. "Who else would create a race of shape-shifting bug monsters that eat love?"

"Well said!" The Doctor laughed as he turned to Twilight. "Yes, the Changelings were one of his first creations, back when he was a small-time demon attacking border cities. He'd send a queen to a city or country to establish an intelligence network for a future invasion whilst slowly siphoning the love out of the population. The effect was two-fold; he could destabilize infiltrated areas whilst simultaneously instilling an atmosphere of fear and paranoia in surrounding populations, emotions on which he could feed."

Twilight shook her head in disgust, "It must have been an awful world to live in. Everybody being afraid and angry, knowing that the very fear and anger they felt just made that monster stronger! I'm just glad Tirac's back where he belongs."

The Doctor nodded, "You didn't even see him at his worst, or the lengths the ancient Plesippians went to just to stop him. Which brings me back to something that's been bothering me, near the end of the war all the Changeling queens had been destroyed by the dragons, or at least I thought they were."

"Obviously not. I expected better results from my people," Spike said before blinking and turning to the pile. "Looks like I lugged all that stuff up here for no reason then, huh?"

"I wouldn't say that," Twilight said, hoisting a book into the air with her magic. "I've been meaning to read this book a second time."

"She hasn't changed at all in the past month, has she?" The Doctor laughed.

"Not one bit!" Spike said with a sigh.

"Hey Spike…" The Doctor said with a mischievous smirk, pulling out his sonic screwdriver and quickly buzzing it over the small dragon, "…gesundheit."

"What're you tal-tah-ahhh-aaaaah…" Spike said as face contorted, an itch had suddenly developed deep in his nostrils.

The Doctor swiftly slid the dragon towards the pile of books, "Step back, Ms. Sparkle."

Twilight turned her head and dove out of the way as gouts of green flame engulfed the tomes and scrolls, "…AHHHCHOOOOOO!"

"Doctor!" Twilight exclaimed as the pile dematerialized. "Those were one of a kind Canterlot books! Original prints!"

"And they still are," The Doctor said with a shrug. "Just, y'know, somewhere else."

"The last time you combined Spike and books a certain someone sent a certain something to the heart of the sun," Twilight said with a playful flick of her mane. "So yeah, I reserve the right to assume the worst."

The Doctor laughed as they walked out of the room, "If I recall correctly it was you who ended up destroying the 'certain something'."

Before Twilight could retort Spike raced up between them, "Now that all those books are somewhere else, what say we all go get ice cream?"

The Doctor looked over at Twilight and smiled, "There was this once ice cream place I saw during the invasion, the sign said it had a frogurt bar! Granted it was on fire at the time, but it should be fixed by now."

Twilight mulled it over for a moment, "Choice of topping?"

"Most likely."

"Let's roll."

It watched them from afar. The purple unicorn chatted idly with the brown stallion, the dragon on her back occasionally chipping in and causing a small bout of laughter. The unicorn and the stallion fit the psychic profiles of two of the eight equines it had been warned about. It didn't know why they were dangerous, only that they were and that was enough. There was definitely something between the two ponies, the makings of a significant infatuation on the part of the unicorn and some strange muddle of emotions on the part of the earth pony. It could see the auras of these emotions as they surged from the ponies; when the unicorn laughed at the myriad bleats of the stallion she surrounded herself with the appetizing aura of affection and admiration, a soft pink glow that elicited a deep longing in it's leathery carapace. The sensation was not unlike hunger, a powerful instinctive desire to ingest the attractive glow, but unlike hunger the desire was accompanied by a horrid withering sensation, as though one was shrinking inside one's own shell. It instantly formulated a plan to cocoon the stallion, take his place, foster and harvest the love of the mare, and…


No. It had a mission. There could be no feeding beyond passive absorption. It had a mission.

It had a title.

'You're the winner then?' 'she' had said. 'I have a mission for you, a mission and a title. I will call you…The Victor.'

The Victor had a title. A title!

Not a name; to the Changelings a name meant nothing; names were for those of static form, for those who could only be one thing and thus needed a name, names were a food thing. But a title, a title was something altogether different. A title was an honor, something that could not change along with a new shape; a title was an anchor of self. To a Changeling a title meant everything. It was the winner of 'her' challenge. It was The Victor.

The Victor smirked; it was now in the perfect position to complete its mission. From this beacon of information known as the Canterlot News Agency it could broadcast 'her' agenda to the unsuspecting ponies.

"Oh hey! Mop Up!" a voice said from behind, it turned around to see a brown haired donkey mare roughly the same age as the shape The Victor was wearing. She was somewhat rounder than most with a slightly disproportioned face, not attractive but not quite homely. "Hi! I didn't know you came to this diner."

It stared at her for a moment, her aura shifted through a spectrum of emotions at an alarming pace; uncertainty, self-loathing, insecurity, confusion, and worry all within the span of a second. It saw through this maelstrom of conflict and latched onto a specific color, the same soft pink hue that it was instinctively drawn to. She was infatuated with the shape it wore, tints of red within of the pink aura suggested a longstanding physical attraction too.

"Oh…" it said, quickly accessing the memories of the cocooned pony in the CNA building's basement. "Hello…Dolores. Good to see you."

Dolores smiled and blushed brightly, "O-oh…it's good to see you too! Anyway, I didn't know you came here."

Mop Up didn't come here for the simple reason that she was here. The Victor sensed no ill will toward the donkey mare. On the contrary, he found her infatuation very flattering, but for some reason Mop Up was very shy and her attention made him uncomfortable. "I do not…don't usually, but my regular diner was destroyed by the Changelings. So I have come here."

Dolores' eyes lit up, a wide smile spread across her face, "Hey! You're not stuttering! Have you been taking speech therapy or something?"

"Or something," it said bluntly turning to look for the potentially dangerous duo, they had stopped at an ice cream shop on the street corner and were safely within sight. It quietly cursed at itself; that had been a potentially fatal blunder, had the interloper not been distractingly infatuated with this shape there could have been trouble.

Dolores cleared her throat and shifted uncomfortably after a silence. The Victor turned to her, "Yes?"

"Ummm…" she said quietly. "Well, um, I was wondering…wanna have a coffee… together? Like, now?"

"…" The Victor blinked, it had a mission and this 'Dolores' could be a distraction.

Dolores' aura shifted wildly, waves of insecurity and self-chiding frustration radiated out of her, "W-well, y'know, if you don't want to that's fine…"

"Dolores," it said with a perfectly crafted smile. "Coffee sounds great."

Her aura exploded into deep pink as she barely kept a huge smile off her face, "Okay! What do you like?"

"…" The Victor watched her appetizing infatuation; the withering sensation was nearly unbearable, making it somewhat hard to think straight. "I like…coffee."

Dolores smiled uncertainly and sat down at its table, "Uhh…me too!"

The waiter had brought them both 'coffee'. Loathsome stuff, but it was part of the local bonding rituals. It still had its mission in the forefront of its mind, but this Dolores was blood in the water and it had been without a good meal for far too long. Dolores was so desperate for love that it would take the minimum of effort and concentration to prepare her for feeding. Her romantic aura was a deep pink color; it was a color other Changelings jokingly referred to as 'well aged'. Besides, the mission and the meal could both be worked on in the same building.
"Mop Up?" Dolores asked. "What's with the smile?"
The Victor became aware of the somewhat goofy smile on its face, "Oh, uuh, I guess I'm just excited. Three days after my 'correction' and I'm already making friends!"
Dolores blushed furiously, "O-oh yeah! You sound great by the way! If I didn't know any better I wouldn't be able to tell that you ever had a stutter!"
They laughed and went back to drinking their coffee. The Victor kept a watchful eye on the two threats; yet another reason to pursue Dolores, her energy would make it strong enough to repel any equine threat. It had a mission, it had a title, and now it had a meal. The Victor smiled to itself.

The Doctor, Spike, and Twilight sat around a table, the melted remains of frogurt attracting flies.
"And then the Malum Avis Rex screams 'The stars are in the pudding!'" The Doctor said with a suppressed chuckle. "A-and Discord, still covered in stella-apis honey, just roars and punches him to the moon!"

The Doctor burst out laughing, Spike and Twilight laughed along with him.

Twilight wiped tears away from her eyes and willed herself to calm down, "Oh…oh, that's terrible! That explains so much about Discord, though!"

"His sense of humor hasn't changed in half a million years, even if his appearance has," The Doctor said. "The terrible thing was that, compared to the rest of his world, that chuckling sociopath was the comic relief! It's so good to be back here!"
Twilight looked across the table at The Doctor; there was something about him now, something familiar. It was the same look she had seen on his face midway through their trip through the Pitar Galaxy. The Doctor had come from a terrible place full of horrors and wonders, and his acclimatization to their universe had been a slow but rewarding process. The Doctor had always been a kind and generous soul but his time in their universe had taken the edge off that cold dark creature that had fought The S'Müz and its accomplices. By the time he had fought with Tirac beneath Dragon Valley there was barely anything left of the destructive wrathful being that had lurked in his soul. There was no doubt in Twilight's mind that The Doctor could have wiped that sick monster from the face of the multiverse if he had truly wanted to, but chose not to despite Tirac's unquestionable evil. Whatever world The Doctor had returned from was similar enough to his home to make him undergo a small regression, and it was up to her to bring him back. The Doctor noticed her watching him and returned the gaze, for a moment a small charge electrified the air between them, those ancient blue eyes locking with hers. Twilight found herself at a loss for words, what could she possibly have to offer such being?
'The world,' a voice said in her head. 'The world from your perspective; he travels the universe to make it seem big, to make things matter, a new perspective would open it up for him again…'
"Hey, look at this!" Spike abruptly slammed a CNA newspaper down between them, breaking the moment. "There's something like eleven pages covering the invasion! It's pretty much the only thing CNA has reported on for the past three days."
The Doctor looked down at the paper, there was a huge picture of a snarling Changeling terrorizing ponies, the title read 'Canterlot Catastrophe: Could it Happen Again?' in alarming red block capitol letters.

"This is…odd. This doesn't seem like normal Equestrian style of reporting. It seems a mite too sensationalist to me. Here Twilight, what do you think?"

Twilight examined the article, there was a certain something about how it was written that set off her alarms. "You're right. The way these articles are written it's almost like they're glorifying the event, and look here: 'as the vicious Changeling Horde descended on Canterlot, the Royal Guard scattered before the onslaught, leaving the citizens of Canterlot helpless.' How dare they! The Royal Guard was just as surprised as everypony else! Not to mention they were outnumbered a hundred to one!"
The Doctor's eyebrow rose on his face, "Look here: 'tune into channel four at six PM tonight for potentially lifesaving information regarding the Changelings'! Clever! Whip up some fear amongst the populace then promise some answers at six and watch your rating soar! I expected better from Equestrians…"
"I say we speculate on motives later," Twilight said excitedly. "Keep in mind that this'll be the first comprehensive news transmission regarding the Changelings since the invasion. Let's have a look at what information they've gathered and cross-examine it with what you know. That way I can give Princess Celestia a comprehensive and factual report to give to the news agency and put an end to all this sensationalist tripe!"
The Doctor nodded and locked his gaze on the newspaper. 'Something about this just doesn't feel right. For this sort of thing to just suddenly appear, and in the wake of an invasion no less!' The Doctor looked up from the paper and stared across the city to the Canterlot News Agency, something about it raised his hackles. 'Well, I guess I'll just have pay you lot a visit then. See you at six.'