I don't own MLP:FiM, Dr. Whooves and Assistant, or . Original idea co-written with BayHawk. Enjoy!

"Okay, Derpy...you can do this. Just go out there and say hi to him." It was a typical day in the TARDIS. The Doctor had decided today, however, to stay home in the wintery Ponyville and enjoy the view. Derpy had been staring out the window at the Doctor prancing outside in the snow.

Taking a deep breath, she walked casually out the front door, only to trip and fall face first in freshly fallen snow. Her cheeks turned rosy red as the Doctor trotted over.

"Derpy, are you alright?" he asked, concern in his eyes. Derpy nodded and stood up. To her dismay her wings suddenly pomfed out. Her face became an even darker red as she tried to push them down.

"Derpy... your wings are doing that thing again," pointed out the Doctor.

Derpy quickly racked her mind for an excuse. "Ah- I- I- I'm air drying them! I just took a bath and they're all wet, so I came outside to air dry them! Only, I tripped and well..."

"Are you sure?" he questioned. "They seem rather dry to me. Besides,it's cold out here! Why on Earth are you trying to dry your wings outside in the winter?"

"U-uh... Oh look! A distraction!" Derpy said, pointing behind the Doctor. He looked eagerly behind him.

"Where?!" he exclaimed.

While he was being distracted, Derpy ran into the TARDIS. Tears pricked at her eyes as she closed her bedroom door.

"I'm such an idiot..." she muttered to herself. "Really? First tripping, then saying drying my wings out in the winter? Darnit...I wish he didn't make me act so stupid around him!" She sniffled and buried herself under the blankets of her bed.

Outside, the Doctor finally turned back around.

"Derpy, there's no dist- Derpy? Derpy?" He frowned. "Blast. Where could she gone?"

He entered the TARDIS and looked around. He heard sniffles coming from Derpy's room, and his eyes softened.

"Derpy?" asked the Doctor. Derpy drooped her ears at the sound of his voice, and burrowed herself even deeper into the covers.

"What...?" She mumbled.

The Doctor opened up the door and trotted over to her bed.

"Derpy, may I ask what's really going on?"

"...I don't wanna talk about it." came the muffled response. He sighed and pulled back the covers just enough to reveal Derpy's head. A blush fluttered across his cheeks as he pushed back her messed up hair and kissed her forehead gently. Derpy's face turned a deep shade of red, and to her dismay she pomfed again. The Doctor quickly turned around, his face turning redder by the second, and he began to trot out of the room.

"Derpy, you can talk to me about anything. I'll be out fixing the TARDIS." He said smoothly, though he was feeling quite the oppisite. He left her room, leaving Derpy's heart beating fast.

"O-okay..." She whispered in response. She unraveled herself from the covers. Derpy cautiously walked out of her bedroom, only to find the Doctor tinkering with the TARDIS's internal frame.

"D-doctor?" She asked quietly. The Doctor looked up from his work and pushed down his glasses.

"Ah, Derpy! Always a pleasure to see you. Now... Come, over here. We need to have a talk."

Derpy gulped as she trotted over to where the Doctor was sitting. He pushed back up his glasses and sighed.

"I researched what was going on with your wings awhile ago... Though I could have guessed the primary reason it was happening anyways. I know you love me, Derpy."

Derpy's heart dropped. Oh no, she thought. I knew it. The Doctor-

"...but I- I always end up losing the ones I love." he choked out, a sudden tear running down his face. "Derpy, I love you, but I- I'll lose you! I always lose the ones I love... Always..." By this time tears were streaming down his face.

Derpy froze. He loved her? Forcing her wings to stay down, although barely ,she hugged the Doctor and tried to soothe him.

"It's okay, Doctor. I'm here now,see?"

The Doctor silently sobbed onto her shoulder. She had never seen him this broken... Maybe...

Maybe it was for all the time that he hid it from her. A mask that had finally been broken.

But she'd be darned if she didn't try to fix it.

"Doctor... It's... It's going to be okay." She whispered. She shakily gave him a kiss on his head and began to sing a lullaby.

"Stars and moons ,and air balloons, fluffy coulds to the horizon...I'll wrap you in rainbows, and rock you to sleep again..." she continued to sing softly to the Doctor, eventually calming him down.

He nuzzled away from her and looked down, not willing to meet her gaze. He was obviously embarrased. Derpy let out a smile as she stepped closer to him.

"Doctor... It's okay to show emotion. It helps the pain go away. Crying helps. It may sound mean, but it's the truth..." She whispered.

He shuffled his hooves nervously on the floor,blushing lightly. He didn't know what to say.

Derpy looked at him.

"You don't need to feel embarrased. And... I..." Tears fell down her face. "I'm so glad you love me. I thought you didn't feel the same way..."

Derpy didn't want to think back to when she thought he didn't like her,and tried to focus on the fact that DID like -no, love- her.

Doctor frowned upon the sight of tears streaking down her face,and hugged her to help prevent it from getting worse.

Derpy then cried on his shoulder. She couldn't help herself- it was too good to be true, it seemed.

Doctor didn't know any lullabies right off,so he just settled for lightly kissing her forehead and holding her close.

A lullaby popped in his head, however, and he began to sing in a soothing voice.

"Wrapping and binding your broken wings, teaching you how to fly again without strings; attached to this earthly world below, take a breath and let it go. Drifting apart into another world, where you learn how to heal and to love once more."

Derpy's already red face heated up a bit more when she heard his voice. Her sobs died down enough that,eventually,she could hear him a bit better.

He finished singing and nuzzled her.

"Shhh... Derpy. It's okay. It's okay..."

She sniffled and cuddled into his shoulder again,beginning to quiet down.

"Well... Since know we know the feeling's mutual... I would've had a lot of pomf moments around you too if I had wings," whispered the Doctor teasingly, trying to lighten the mood.

Derpy giggled,her wings trying to do excactly what was being spoken of.

She blushed, but she wasn't embarrased anymore.

The Doctor, feeling that her wings were trying to escape from his hold, pulled away and laughed when her wings poofed out.

"N-not a word." She muttered in laughter.

He grinned. "Not a word about what, eh?" he chimed in a sing-song voice.

She frowned, but it was hard for her not to laugh.

"M-my pomfs," she mumbled while giggling.

She forcefully pushed her wings down,with much difficulty,however. The Doctor laughed again and helped to keep her wings from pomfing,but only made it harder to do.

"D-doctor! You're only making it worse!" She snorted.

He smiled sheepishly and backed away. "S-sorry! It's not MY fault that I have the ability to make Derpys everywhere pomf!" he snickered. Derpy snorted.

"Y-yes it is! You're too cute for your own good!"

He blushed at this remark. "W-well,so are you!"

Her face turned cherry red.

Realizing what he had said,Doctor's face slowly heated up to the temperature that Derpy's was. "I-I-w-well,you-" he stuttered,then slammed his jaws shut in fear of making an idiot of himself.

Derpy let out a huge grin.

"You're even cuter when you stutter." She whispered as she kissed him on the nose. His face turned a dark red at this,stuttering even worse than before.

"I-I-" he gulped.

"You're stuttering again," she said with a tease in her voice.

The Doctor didn't even attempt to speak this time.

He was at an utter loss for words. What he was about to do was scarier than a hundred Darleks, scarier than the time he saw Derpy angry-

He kissed her.

Derpy's eyes widened,face heating up. The Doctor...was kissing her!?

She was frozen for a few moments,then slowly melted into the kiss.

Her wings pomfed, and she didnt bother to put them down.

Eventually,they broke apart for air,panting,but with a content grin apon both of their faces.

"Hey, Derpy..."


"Your wings are doing that thing agai-"

"Oh, shut up!"

I hope you guys enjoyed reading! Please review! I always love hearing your feedback.