My first FF. Please, only constructive criticism. This chapter is the exposition so bear with me until chapter two. I love Doctor Who, Rainbow Dash, and Fluttershy so this series is centered around them. Special thanks to Sarah A.K.A. Way2Cute4That for staying up late to finish proof reading and revising this for me. She is great to work with and this would have taken forever to get up on this sight if it wasn't for her. So pick up your forks and enjoy! :)

There is one man in this universe that stands alone, against time, against space, against friendship. He has tried time and time again to find his place in the universe. But now he is left alone. No Rose, no Donna, no Martha, and now, just like all the others, no Amy. Hell, he'd even be glad just to see Jacks stupid grin again. But he's not there either.

"I go through friends like I go through faces!" He shouted into the silence.

The Doctor lay strewn across the floor of the Tardis, a bottle of grape juice in one hand, and his sonic screw driver in the other. His jacket was torn, and his normally gorgeous brown hair splayed out around his head like a false halo. He contemplated his newest mask, still a stranger to his eleventh face. He turned his head, only to find his bow tie floating in his glass.

"Just another sign of my ruin" he thought. He could go to any place in the universe, at any time, yet he couldn't keep a friend that could stay with him. Was that really so much to ask?

The Doctor slowly started to stand up. His back was aching like he was a weeping angel having a staring contest, the pounding in his head beat his consciousness in fours, and the ringing in his ears, that would bring any normal man to his knees, made him groggy and unbalanced, causing him to stumble as he headed towards the controls. He didn't know what he was doing, but he knew it was going to change something, and boy did he need change...

"Well here goes everything!"

I began to press every button that I had never pressed, every switch left unswitched, and every weird looking knobby screw thing that had never been knobby screwed! I never expected anything to happen. At best I thought the Tardis might end up exploding, or I'll be dropped off in a random inescapable void in the darkness between dimensions.

"And, flip! GERONIMO!"

The Tardis started going insane, leaping and twitching like an animal in pain. Lots and lots and lots of noise! Space was bending around time, time was looping around space, and I felt that at last I was heading in the right direction.

I could hear the Tardis screaming as she started to tear through dimensions, and I felt a weird sensation that started at my toes, and moved swiftly up my finely toned runners. I dismissed it of course, I was going through dimensions, I would expect weird sensations. But then everything started jumping and jerking about, and I was tossed like a rag doll through my own Tardis. I suddenly started having doubts about this. I was worried, so worried that I would be gone forever, never to see the marvels of the wonderful universe again.

Suddenly I felt a strong pressure on my skull, even worse than before. It felt like a Dallek was using one of its toilet plunger/suction thingies to pull my brain through the rest of my head. Things started to go dark. I had visions of colors and rainbows and stars started popping in front of my eyes. My last thought was of Rose, and then I blacked out.

"H-hey Twilight, not that I care or nothing, but can I ask you a question about Fluttershy?"

"Sure Dash. So long as it's not too personal, fire away!"

'Maybe I shouldn't ask Twilight…why should she know anyway? No! C'mon Dash, pull yourself together! You're not scared of nothing! Surely not just some question! But… what if Twilight finds out about me and tells everyone else and I'm left all alone. Even worse, what if Fluttershy found out and became angry? Dash! Get it together! You wont know until you ask! So ask!'

"You OK, Dash? You're looking a little pale. Are you sick?"

"No, no. I'm all right, of course! Why wouldn't I be all right?"

"You had a question?"

"Yes! I did indeed have a question! But I'd say it needs to be about 20% cooler first!"

"Just ask the question already! I have studies to get to."

"Do you know how Fluttershy is ummm…oriented?"

"Well she's really nice, and very kind to animals-"

"Not like that! I meant like…how does her cloud fly?" I could feel myself turning red as I asked the question and worried I would give myself away.

"Dash? Do you have a crush on Fluttershy?"

I rammed the silly filly into the wall in an instant, my hoof over her mouth.

"Not so loud!" I whispered harshly.

"So you do like her?"

"I never said that…just answer the question" I was burning up, and I knew Twilight knew. But she didn't look like she would tell anyone, she might actually be able to help me.

"Dash… I honestly don't know. She's so quiet I doubt even she knows. From what I've read your best bet is to get her alone and tell her you're feelings. And really Dash, it's nothing to be ashamed about."

She looked sincere, so I decided to trust her for now, but not without a warning of what I'd do to her if she told anyone. I thanked her and left. I half hurried towards Fluttershy's house as soon as I got out the door. I didn't rush though. I was worried. What if she didn't like me? It didn't matter, I had to do this. I flew gently over the hill in front of her yard and there she was. It was a moonlit night. Clear air and bright stars, but all the beauty of the night did was make her seem all the more breathtaking. The moon beams seemed to dance on her beautiful pale/gold skin, her pink hair flowing soft and inviting. I just wanted to zoom up and squeeze her and kiss her right then not caring about what came next. I just wanted to hold her soft, plush, gentle form in my arms and never let go. I would be gentle with her though. Careful, cautious, gently nuzzle her mane, breath softly in her ear. But I contained myself, my heart beating faster than me doing a sonic rainboom.

I lowered to the ground, and walked the rest of the way up to her. She saw me as I entered the garden where she was lazily flying around like an angel would in a golden trimmed cloud.

"Hey, Dash" she smiled at me with that beautiful, sweet, tender smile of hers.

"Why are you out here so late?" she asked as she landed in front of me.

She landed so gently, like a leaf from a tree in the fall, not one of her hooves making a sound as she touched the ground.

"Well Shy… I have a sorta personal question…" I couldn't believe she couldn't hear the sound of my heart beating as it nearly burst out of my chest. It was like a bass drum getting louder and faster in my ears. I thought for sure she would feel the heat rising off of my body, emanating from me like the sun. My skin was prickling from the heat and I had to fight the urge not to scratch at every point on my body as fast as I could.

"Go ahead and ask, Dash. We can trust each other. We've known each other for long enough to ask personal questions." She smiled and my knees almost gave out right then. The way she said my name. And her eyes! Oh what gorgeous, wonderful, sparkling blue eyes! I felt like I was drowning in an ocean of calm and peace and bliss, every time I looked into her eyes.

I took one last look in her eyes and I knew words wouldn't be, no! Even more than that, couldn't ever be enough to tell her how I feel. So I looked right into the bluest depths of her eyes and tried to use my own eyes to let her know she could trust me, and that I loved her. Oh I loved her more than I'd ever loved anything in my entire life, including flying! I leaned closer to her slowly, never lowering my gaze. I knew this was the moment, it was all decided now. Her eyes became quizzical, and her head turned slightly. She didn't understand what was happening yet. As softly as I could I nuzzled her cheek. I started to turn my head towards her lips when she realized what was happening.

"Dash, are you maybe trying to…"

"Shy, I love you! I love you more than all my hopes and dreams and I want to spend my life with you. I tried, I really did try to hide it, but I just cant, Shy! I can't! I love you and I don't not want to love you no matter what anyone else would say! Please, Shy! Please say you love me too!" I let it all out, the flood gates where open, and the water was replaced with the blood of my heart, the strength in my love.

"Dash… I… I'm sorry.."

"W-Wha?" I couldn't believe my ears, my worst fears where actually coming true.

"I-I just don't know if I'm ready to be in a relationship…I might do something wrong and-"

"You could never do anything wrong, Shy. There is no wrong answer from your lips unless you say now that you don't love me!"

"I.. I love you… but..I cant. Not right now. Please, Dash, understand? We can still be friends until I'm ready…"

The darkness enveloping me was worse than anything I'd ever felt before There was a crushing solid pain around my heart and it squeezed harder every second like a vice. I turned and flew as fast and as far as I could fly. I was sad. So terrified of what the future held now that I had told my secret to Fluttershy and been rejected that I didn't hear the loud sound of an object falling through the air. It slammed right into me, and immediately, I blacked out…

"Aww my head. What happened? I've never been knocked out in the Tardis before… I wonder where I am."

The doctor stood up in a weird way, but was too dazed to notice that his body had changed.

"Well no time like the present to see what's out that door! Well… I shouldn't say that. There's billions of times actually."

The doctor opened the door and walked out unto a planet much like earth, but something was different. It was a nice clear night but...

"Ah! The stars are in the wrong place? Where am I now?"

The doctor reached for his sonic screwdriver and finally realized what exactly was so different about himself and this planet.

"Oh! Well! I'm a pony now…ponies are cool."