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The word doctor normally meant physician or healer... But to the changelings that had been connected to Ardith's mind when she had first met Dr. Whooves the word meant something different.

Those changelings, through Ardith, had gotten a glimpse of his soul; ancient and aflame. To them the word doctor meant fearsome warrior.

Lilith was a terrifying mix of the two species. Changeling and Time Lord, she would not be ignored!

Lilith rushed the guard captain, allowing her twin hearts to flare up...

He wouldn't be laughing much longer at her proposal to join the ranks.

Before he could even react Lilith had delivered a cheap blow to his jaw, dislocating it. She allowed time to return to normal as she kicked a leg out from under him. The colt fell to the ground with a solid thump, temporarily stunned.

Lilith's body thrummed with the energy she had gotten from Celestia, it would be able to sustain her for quite some time.

"Anyone else want to laugh at a mare training with the guard?"

There was silence.

"Good, let's start over then. I'm Lilith and I'll be joining your training sessions."

~ Dr. W

"Perhaps I should go see her?" The Doctor paced back and forth at the window overlooking the courtyard where Lilith had just knocked some pony flat. "I have a daughter..." He nervously laughed and ran a hoof through his mane, part of it sticking up awkwardly afterwards.

"Go to her, she needs family and guidance." Celestia reassured him, having followed him around the castle as he frantically paced about.

Celestia could lightly hear the sound of the Tardis, the Doctor's blue time traveling box. "Doctor? If you are here, why do I hear the Tardis?"

As I don't remember this it seems future me is saving past me from an awkward confrontation with Lilith. He looked out the window seeing himself poke his head out of the Tardis.

~ Future Dr. W and Lilith

Dr. Whooves walked into the courtyard, sonic screwdriver whirring as he held it between his teeth. "I really do need to find a better way of using this." He mumbled to himself as he grabbed the device in his hoof to look at the reading given.

The guards who had been paying full attention to Lilith turned to see what was going on.

"I'm getting some strange readings on time distortion. Has anypony seen of heard anything stra..." He paused as he noticed Lilith standing there staring at him.

"Umm.. Nevermind, I'll just be going now." The Doctor turned and quickly began walking away.

Lilith walked after him, sprinting when she was out of the sights of the guards.

She rounded a corner to find the Tardis doors closing right in her face.

The Doctor sagged against the center console, "How do you approach the child that you never knew of?" It had been several weeks of jumping through time since he found out, but he hadn't had the courage. This meeting was accidental.

He nearly jumped from his bones when he heard a voice behind him.

"Mother told me where you hide the spare key."

The Doctor's hourglass flipped, stoping time. It was a unique ability that came with his cutie mark while in pony form.

"What to say... What to do." He paced back and forth, mumbling lines to himself while not once looking over at Lilith.

"I know I haven't been around...

Your mother never told me that..."

A few other partial lines were spoken and dropped, the Doctor unable to decide what to say.

"I loved Ardith dearly. I can only hope Lilith knows... Despite the fact that she was a secret for all these years I love her as my own... I don't have some magic line I can say to make up for everything."

He sighed, the sand in his cutie mark hourglass just a few grains away from drained. "It seems my minute is almost u-" He looked over to Lilith and his pacing stopped dead.

She stood there, tears welling up in her eyes, having been completely unaffected by his ability to pause time due to her lineage.

"I love you too father."

"Come here you." The Doctor braced himself as Lilith rushed forward, practically diving into the hug.

Suddenly the Tardis shook as sparks flew from one of the wall conduits. The Doctor pulled away, grabbing his sonic screwdriver and waving it about in all directions.

"The time distortions are effecting her negatively..." He referred to the living machine."It's like the past and future are all being jammed into one space."

"Would that have anything to do wit-" Lilith stopped as the Doctor continued.

"Maybe it won't cause as much stain on the Tardis if I reversed the polari-"

"Father!" Lilith shouted to get his attention. Her twin hearts pumped strongly as she used her power several times in rapid succession, seemingly changing location at lightning speeds.

He aimed the sonic screwdriver towards Lilith, it sparked and fizzled out as he dropped it. The Tardis let out a single clock like chime and came to life.

"Time is unstable around you. The future especially is in massive flux. You may see visions or- The Doctor continued to speak but was drowned out as the Tardis continued to violently react to Lilith's presence. The floor faded away from under her as the machine began to leave without her.

"Whatever you do, don't-" The Doctor's yell was drowned out by anther chime.

"-can be changed."

And please, for me. Be carefu-"

The Tardis finished its disappearing act and Lilith was left standing on the square of grass it had occupied, the spare key still in hoof. It wasn't the drawn out reunion full of explanations from her father that she had wanted, and It had left her more confused than ever, but Lilith was glad she was able to at least see his face and know that he cared.

~ Dr. W

"Well, that creates some dread about the occasion..." The past version of the Doctor looked down at Lilith from the tower window. "I might just have to put that meeting off for a while."

~ Lilith

Lilith turned back around the corner, going to rejoin the guards she had earlier harassed. The captain was nowhere in sight, probably off getting his jaw looked at. A single earth pony male walked over to her.

"Hey, the whole gang wants to submit a formal apology."

"Ok." Lilith absentmindedly spoke, trying to piece together things that would fit with the partial lines she had heard the doctor speak.

"Too bad I missed it all, I showed up a little late."

"If you weren't here then why are you the one apologizing?"

"I'm the new guy, haven't been here quite a month yet. They were worried you might get punchy?"

"Well, new guy. You can tell them that as long as they don't interfere with my training they won't have to worry about their jawbones coming loose."

"Its Elric." He chuckled at her statement.

"Hmm?"

"My name."

"Oh, sorry. I'm Lilith." She looked at his face, memorizing it so she could put it with the name later. Something danced at the edge of her consciousness. As they accidentally locked eyes Lilith could almost swear she had seen them before. They were a silvery grey, but something other than the color drew her in. She felt like she could stare into those eyes for an eternity and never be quite aware of the mystery hidden behind them.

She shook her head to clear it, not knowing how long she had stared. Elric gave a subtle grin. "This way if you please."

"Scoring points with the lady already?" Another one of the Guards joked.

With an unchecked impulse and flare up of her powers the mouthy guard received a hoof to his jaw. But this time Elric was there too, both blows hitting nearly simultaneously. The unfortunate pony was bounced from one hoof to the next, landing on the ground unconscious.

"Aww great. She has the same bad temper and just as short a fuse as Elric..." Another pony from a safe distance away mumbled.

Lilith shot Elric a smile and continued to follow him. They might just get along perfectly...

"You're fast, even by Pegasus standards."

"And you still manage to keep up. How is that?"

"I may be the new guy, but I had some training before this."

The majority of the other guards had made up their minds to steer clear for a while, leaving the two alone at one of the stations.

Elric picked up a blunted knife and faced Lilith. "Since nobody else seems willing to have a go. It looks like I'll be showing you the ropes around here. A guard's duty it to always vigilant." He took a swipe at Lilith she took a step back. "To protect those you care for." He took another slash and Lilith dodged to the side.

"And to expect every move an opponent might use against you."

He took a step back and threw the knife at her, forcing her to use her powers to be able to dodge in time.

Lilith grabbed another blunted knife from the table beside her and rushed Elric. Her first slash was a complete miss, and as she performed the second her knife disappeared into thin air.

Lilith shook the numbness from her hoof, looking in surprise at the dagger he had somehow snatched away in less time than it took her to blink.

Elric grinned, a twinkle in his eye yet again. "Care for a dance?" He spoke, tossing the knife back.

Lilith removed the bags she nearly always carried, facing off against Elric. He was good... Even with her powers she doubted she could match him. Lilith needed to learn those skills if she were to survive her mission for vengeance.

She went in close thrusting the blunted metal towards his ribs, he redirected the path of the blade with a push on her limb. She slowed down time to test his reaction speed, swinging the blade back in his direction. Seeming to move at normal speeds, even with her powers active, he moved just out of range.

Lilith dropped her hold on time, not wanting to exhaust herself by using it for anything more than a short burst. But as she blinked Elric appeared beside her grappling the knife away once more.

She dove away as he attempted to land a blow. He closed the distance slashing at lightning speeds. Lilith's powers flared up on instinct, allowing her to dodge the blunted edge by centimeters. Elric didn't let up though, he continued to make obscenely fast swipes.

Lilith dodged every blow, being forced to maintain her hold on her powers. Three seconds... Six seconds... Elric relentlessly cut at her a concentrated glare over his face.

"Stop" Lilith cried after the ninth second, her hold on time fell as she tried to leap back to avoid one final slash. She felt a light nick on her foreleg as the blunted blade still managed to cut into her, drawing a thin line of red.

Again in less time then she could blink Elric was examining the minor wound. "I'm sorry, I tend to get carried away..." He frowned at the crimson drop that started to flow down her leg. "I could have sworn," He mumbled to himself before stopping and shaking his head. "Oh well, let's get something on this cut."

Lilith sat down to the side as Elric went to grab a bandage, glad for once that her blood looked nearly like any other pony's. It was a bit lighter shade, more of a crimson than blood red, but it allowed her to avoid suspicion on this occasion.

She looked around, seeing that most of the attention was on her. Thank goodness her blood didn't run green or she would have been exposed to everyone.

Elric returned with a cloth bandage, starting to wipe away the excess blood with a rag.

"It's fine, I can handle it myself." Lilith took the bandage from him and turned away as she wrapped it around her leg. A well fed changeling had minor regenerative properties, such a small cut would be partially healed by now, no use in letting anyone see.

Lilith still had a decent amount of energy left, the nine seconds of straight power use had taken tons from her reserves but the energy she had gleaned from Celestia was quite plentiful.

"Maybe we should try something different?" Elric spoke, still wanting to test her natural ability.

Lilith looked into his eyes, becoming briefly consumed with thought. What was going on in that head of his? She so badly wanted to reach out and check... But if there were any other changelings nearby they would likely be able to sense her if she tried.

Lilith shook her head I clear her thoughts. "No, I think I'm done for today."

"Whatever suits you, same time tomorrow?"

"Sure."

~~

Lilith paid for a room at the Bed and Bridle, an inn of low repute on the edge of the town. It was a decent place to hide out in. Unassuming and... well, a brothel of sorts.

Lilith looked upon the scantily dressed mares and colts who awaited call in the lobby.

Her mind drifted to how easily she could make a meal off of their energy. Her gaze was returned with a wink from one of the mares.

On second thought this was probably the worst place to be. If there were any of Drauth's spies in the area they were likely to be using the services...

It was too late to back out now, as leaving so soon would likely draw the wrong sort of attention.

Lilith went to the counter and spilled out a few bits. "I need a room for the night, and possibly for a few days more until I find a house in town."

The unamused mare swiped the bits from the counter and slid a room key her way.

"The spare key too." Lilith placed another two bits down which were exchanged for her utmost privacy.

"Will you be requiring any of the special services this evening?"

Lilith shook her head, her last sexual interaction fresh in her mind... "No."

She headed off to her room, surprised that such a place was allowed to exist. Well, actually, Celestia's apathy and lack of leadership for four straight years after Luna's banishment explained it perfectly.

When she arrived she could hear the headboard from the opposing room rhythmically tap against the wall as the neighboring patron made full use of the amenities. Lilith sighed, it would be a long evening and an even longer night...

Author's Note:

Thanks for reading!