The princesses barely managed to get away.

The three were afraid, this thing had enough power to defeat both princesses, so they ran, but not before they were noticed. 'Well well well, what have we here? The unnamed doctor, so helpful, and yet, unknown. He could be a problem'

They found the TARDIS floating on a small chunk of dirt.

"Oh come on! How are we supposed to reach the TARDIS all the way up there?"

"Doctor, we both have wings,"

"Derpy!" Midnight cried, alarmed, "We don't anymore!" The ponies panicked to see their wings had disappeared.

"Alright then, I'm going to find a ladder or something to help. If you girls want to help you can look over there while I search on that side of town," he trotted off sulkily, reminded that he didn't have wings in the first place.

He wove himself around buildings, up and down streets, until he was far away from his companions, all alone.

"Why hello, I don't believe I've seen you around before," called a voice. The Doctor turned to find the strange creature behind him.

"It's you! You defeated the princesses, you're causing all of this chaos, why?" The thing laughed cynically.

"Why? Because I'm Discord of course! Spirit of chaos! And I know who you are, Doctor. Traveling around, helping people, and you get no recognition, even from your 'companions'," his irritatingly cheerful banter paused, hoping for a response.

"Of course my companions recognize what I do, they help me, they do just as much as I do,"

"Ah yes, but do they always stay? Don't any of them leave you? When it gets hard does anyone let you get lonely?"

"Of course some leave, and sometimes I want them to go, to be safe,"

"Safe? Are they safe once they've left? Are they safe with you? Be honest now Doctor, I can tell you've seen death, how many have you lost?"

"I-I..."

"Yes, dispite all your efforts they still die. Sure you save a handful but what does that really matter. No one appreciates your work, and why should they? What have you really done?" His laugh faded, all the Doctor could see were scenes of those he had lost, those who he couldn't save. Humans, Timelords, and nearly every other species in the universe. The wars he had lost, the people he would never see again.

"Doctor! There you are! We've been looking all over for you," the TARDIS was back on the ground and the girls wings had magically reappeared. "What happened?" The doctors coat had turned grey and his mane was near black. He slipped silently into the TARDIS as a group of fish flew by. The mares glanced at each other then followed him. The stallion went half heartedly to the console and prepared to leave.

"Doctor? What are you doing, aren't we going to help get rid of Discord?" Derpy stared at him, hopefully.

"No,"

"No? Doctor we have to help, we always help," Midnight was confused, her friend had never acted like this before "Here, I'll get your sonic screwdriver from the back and then we can figure out a plan," Midnight was sure he wasn't serious about leaving ponies in danger, but she was wrong.

It took her awhile but eventually the alicorn found the sonic amongst the doctors clutter. She smiled to herself at his mess and headed down the many corridors to the main console room. It had taken her a while to learn how to find her way around the TARDIS but everyone had helped her out so she could do it easily now. Midnight thought that when she arrived at the console room Derpy would have talked some sense into the Doctor and he would be back to himself again, he was just in a mood. When she arrived, a very different scene awaited her. The Doctor was flying the TARDIS, properly, without the brakes on which was strange enough, and Derpy was sitting by the door, facing away from him. She trotted over to the mare first.

"What happened?"

"I'm going home," the pegasus sobbed. Midnight was taken aback. They had been through so much together. The Doctor couldn't make her go home and she said so. "He's not making me leave, I asked him to take me back,"

What was happening to her friends?

"Doctor, what happened? Why is Derpy leaving?"

"We had a fight while you were in the back," he seemed distant, uncaring.

"No," I stomped my hoof defiantly "Doctor, she's your friend! You would never want her to leave, and you would never leave those ponies while they're in danger, what's gotten into you?" There was a pause before the answer came, cold and restrained. Rising in volume until he was yelling.

"She wanted to leave Midnight, she wanted to, and I wanted her to. It is dangerous to travel with me. This is what I do! I'm running away! I've always been running because I won't turn back! Ditzy doesn't want to run, she thought I was brave, she though I was doing this to help people but I'm not! If you're looking for a hero then you're in the wrong place!" There was a break as he caught his breath. He spoke the next sentence nearly in a whisper "I'm taking you both home,"

She sat, stunned. The Doctor had never yelled at her, not once, not in anger. But there was something else wrong with his speech, Midnight noticed it as soon as it had happened. He had called her Ditzy. The Doctor had never called the pegasus by her real name, only Derpy. For some reason this stood out to her. More than his angry tone. More than his eyes, full of fire. More than his decision to take her back to the castle, to the parents she hardly knew. He had called her Derpy, and the alicorn knew something was wrong.

Hey everypony, it's been a while! sorry for the short chapter. Anyway, I'm really excited for the next one, It's one of my two original adventures I've been waiting to write. It will be in parts and continue for a while so hopefully you'll hang in there with me as we continue the story

Thank you to everyone who has followed and/or favorited my story, It really means a lot to me... er... us. Midnight, Derpy and the Doctor appreciate it too! You guys are great! Also, thank goodgirl275 for getting me to finally write a Discord Whooves chapter