“Twilight, it’s time to get up,” Dr. Layne whispered gently into her ear.

Twilight stirred and slowly opened her eyes. Dr. Layne was standing over her, a small frown on his face. “Alright, I’m up,” she said, waving him away. She rolled off the bench and onto the floor, and immediately regretted that decision when she landed on her bad leg. Fighting back tears and gritting her teeth, Twilight got up and looked around. Fluttershy was still in the same spot where she had fallen asleep, but Pinkamena had somehow managed to end up beneath the bench she had been sleeping on.

After making sure that Twilight wouldn’t go back to sleep, Dr. Layne went to wake the others up.

“Are we there yet?” Pinkamena asked, rubbing her eyes as she crawled out from underneath the bench.

“Yeah, we’re there,” Dr. Layne answered while he gently nudged Fluttershy. “Wherever ‘there’ is.”

They took a minute to fully wake up and stretch, and then shuffled out of the shuttle. Dr. Layne carried Fluttershy on his back, and Twilight kept her satchel. They passed through a small waiting room. There wasn’t much in it, just a bench for ponies to sit on while they waited for their shuttle, and a few scattered papers. Twilight considered picking up one of the papers and reading it, but Dr. Layne ushered her along, and they entered a dark hallway.

The air smelled strongly of mildew, nearly making her gag when she entered. This hallway was different from the other hallways in Sleipnir. Most of the hallways Twilight had passed through had felt like the kind you might find in an abandoned office building or warehouse. This one on the other side of the coin felt like they had entered a decaying mansion. The hall was dimly lit by a few flicking lights that dotted the top of the walls, filling the air with a light buzz. The floor was carpeted with a soft, orangish material that had been trampled flat by an untold number of hooves. In what little light there was, Twilight could just make out the uneven pattern of vertical stripes on the wallpaper.

As they walked, Twilight thought about her talk with the Goodfellow, and what it told her. She wondered if she should tell Dr. Layne, but decided against it. Fluttershy had fallen asleep again quickly after Dr. Layne had put her on his back, and Twilight didn’t want to wake her up with a conversation about what she would for now think of as demons.

They had walked a little ways further when Twilight noticed some paintings hanging on the left wall. The first few weren’t particularly interesting, just a couple pictures of ponies in formal wear. It wasn’t until they passed the portrait of a stallion wearing an expensive looking suit that her curiosity was piqued. She had only seen the stallion once on a blurry screen, on her first day in Sleipnir, but there was no doubt in Twilight’s mind that the stallion in the portrait was the Administrator, or what he was using as a puppet at least.

“Dr. Layne!” Twilight called. The doctor turned around and grunted. “Do you know who this stallion is?” Twilight asked, gesturing towards the painting.

Dr. Layne glanced over at the portrait and said, “Oh, that’s just Pencil Pusher. He was the administrator of Sleipnir before everything went to hell.” Then he continued walking.

“Wait, what do you mean?” Twilight asked as she followed him.

Dr. Layne sighed, “Once upon a time, Sleipnir was like any other research facility, it had staff who had paper work they had to do, and we were barely paid for the risks we took. We also had the suits who watched over us, even though they didn’t know a damn… single thing about what we were working on. And he was the one who supposedly enforced regulations.” He paused to grumble a bit. “Anyway, I’d tell you more, but I don’t want to risk scaring Fluttershy. Let’s just say he didn’t have a happy end.”

“But isn’t he the one who showed up on the screen every time the Administrator said something?” Pinkamena asked, “I mean, I knew he was loco in the coco, but he seemed at least, you know, alive.”

Dr. Layne shrugged, “Your guess is as good as mine. I haven’t exactly been spending a lot of time around the television screens, so I wouldn’t know.”

“Do you know how he died?” Twilight asked.

Dr. Layne shrugged again, “I was hiding in a closet at the time. But my guess is that he was killed by the current adminstrator.”

“Alright then,” Twilight said, dropping the subject. She didn’t have any proof, but she wondered if the Administrator had possessed the stallion named Pencil Pusher, and that was how he exerted influence over the world. It made sense, kind of, at least going by the logic the Goodfellow had presented her with.

After another comment from Pinkie that Twilight didn’t really hear, they continued walking down the hall. The next couple of paintings seemed to depict several ponies constructing something out of steel, showing in detail the process of forming the object’s basic frame, which resembled a dragonfly. The paintings then shifted to presenting various redesigns of the dragonfly shaped object, shortening the wings, widening the body, and eventually contorting it into something that looked more like a whale than anything else. When the paintings ended, they showed the whale like thing flying away from Equestria, with a trail of fire following behind.

Twilight smiled. She liked the paintings, especially the final one. It reminded her of Rainbow Dash in a way, and she was curious as to what scientific or magical breakthroughs lead to such a creation, assuming the paintings depicted the actual construction of a device capable of escaping a planet’s gravity and not some fantasy created by a devoted artist. There were no plaques beneath the paintings to explain which.

Not long after they had passed the final painting, they ran into the only door in the entire passage. Bizarrely, the door wasn’t placed at the end of the hallway, but rather a few meters down on the right side wall. Like the rest of the hallway, the door seemed out of place compared to the other doors found in Sleipnir, looking like it belonged more to a house in Canterlot rather than a research facility. It was large and made of a dark, heavy wood, with an ornate knob that looked like it was made of bronze.

“Well, should we knock?” Pinkamena asked.

Dr. Layne shook his head. “No, let’s just go in. But we need to be careful. I’m sure I don’t need to remind you all that the Administrator probably wants us here.”

“At least it’s nicer here than the cells,” Pinkamena said, “And the hospital. And the vault. And the, actually, maybe not the café.” She gave a small laugh to let them know she was joking.

Dr. Layne groaned and laid a hoof on the door knob. After a moment’s hesitation he twisted it and slowly pushed the door open.

They were immediately hit by the overpowering aroma of wine, flowers, and sweat.

“Oh great,” Dr. Layne said in voice that was a mixture of irritation and disgust, “this place!”

Twilight poked her head in between Dr. Layne and the door frame to see what exactly was bothering him, and found herself staring at a poster of a large, muscular stallion with sparklingly blue eyes, a gorgeous golden mane, and a long, thick horn jutting from his forehead.

She quickly retreated back into the hallway, taking care not to look any of her friends in the eye. She could already feel the blood rushing to her cheeks as her heart beat in such a way as it hadn’t since she was a school filly.

“Well then,” Twilight said, suppressing a giggle.

“Are you alright?” Pinkamena asked .

“Oh, yeah, I’m fine.” Twilight said, smiling gaily.

Dr. Layne sighed, “Come on you two. The sooner we get through this lab, the sooner we can get it over with. Is Fluttershy still asleep?”

Twilight glanced at Fluttershy, who was using a fold in Dr. Layne’s lab coat as pillow, a gave him a curt nod.

Dr. Layne smiled slightly. “Good, I don’t want her seeing what’s in the next room.

Dr. Layne walked through the door first, followed by Twilight, then by Pinkamena. The room itself was large and divided by cubicle walls. Here and there were lab tables set up with equipment, but mostly there were piles of what Twilight assumed were more pictures. Aside from that, the first Twilight noticed about the room was the dripping water coming from spots in the ceiling, which was speckled black with mildew. The next thing she noticed was how every wall seemed to be plastered with the image of an absurdly beautiful mare or stallion in various poses and outfits. Twilight stared wide eyed at the pictures, unable to take her eyes away. Each pony on display seemed to have had their bodies molded by an artist, stallions with muscles rippling beneath their fur which seemed to softer than a normal pony’s.

After a several minutes, Twilight finally tore her eyes away from the incredibly beautiful stallion and looked around to make sure none of her friends saw her gawking. She was relieved to find Pinkamena staring at a picture of a well chiseled stallion with an anatomy similar to her own lying seductively on what looked like a birthday cake. Twilight was honestly amused by the stupid, if endearing, grin Pinkamena had on her face as her eyes eagerly devoured every last detail of the stallion.

“Twilight,” Pinkamena said softly.

“Yes, Pinkie?”

“This place is so awesome!” she said excitedly, her voice betraying a small squeal.

“Yeah, turpus equus has that affect on ponies,” Dr. Layne said gruffly from a way’s down the room, “by the way; when you two decide to stop gawking, make sure you don’t step in any puddles. There’s more than water on the floor.”

“Wait, what do…” Pinkamena started to say when her expression changed to a look of disgust and horror. “Eeeeeww!”

“What? What’s ‘eww’?” Twilight asked, suddenly worried that they might be in danger.

“Nothing!” Pinkamena said, forcing a grin. “Let’s just get out of here, and then everything will be just fine!”

They shuffled across the room as quickly as they could, avoiding any spot on the floor where water had formed into puddles. As she limped along, the hair on the back of Twilight’s neck stood up, and a sudden feeling of wrongness settled into her stomach like a stone. Before she exited the room, she looked back on all the pictures. Now that she was over the shock of the stunningly beautiful ponies had worn off, something about the images unnerved her, but she couldn’t place her hoof on what.

Shrugging, Twilight left the room behind and followed her friends into the next one. She immediately wished she hadn’t.

Like the one before it, this room was also wall papered with posters of ponies. Unlike the previous room however, Twilight was not enchanted by anything that she saw. The ponies depicted in these posters all seemed to be contorted, their anatomies twisted in to the point of being unrecognizable. Their spines twisted in unnatural ways, their limbs were elongated and gnarled to a sickening degree, and many of them had large, cancerous mounds of flesh protruding from random parts of their bodies.

And then there were their faces. Hundreds of horrid, pinched in faces sneered at Twilight as she entered the room, their squinty, yellow eyes staring lustily. Their teeth were jagged and uneven, their noses pointed and narrow, and their ears mangled. They looked more like faces that belonged on rats, not ponies.

Twilight looked at the floor so that she wouldn’t have to look at the wretched things. She limped as quickly as she could until she had caught up with Dr. Layne.

“Disgusting aren’t they?” Dr. Layne asked, noticing that Twilight was staring at the floor.

“Ye- Uh…” It dawned on Twilight that the ponies pictured couldn’t help how they looked, and her admitting that she was disgusted by them was unbecoming of some pony who was supposed to be the Princess of Friendship. She swallowed her thoughts on their appearance and said in as pleasant a voice as she could manage, “I’m sure they’re nice ponies, or whatever they are. I mean, don’t judge a book by its cover because it’s on the inside that counts, right?” Twilight forced herself to chuckle.

Dr. Layne shrugged. “That’s rather noble. Personally, these things give me the creeps. I used to have to run tests on them, and I can assure you that they’re not pleasant company.”

“From my experience, most things in Sleipnir aren’t, but Pinkie and I are alright,” Twilight said. She could feel an argument beginning to boil between them, one that could potentially tear their band apart, over something Twilight only half believed in.

To her surprise, Dr. Layne simply smiled sadly and said, “Well, I suppose you have a point there.”

“So,” Twilight said, searching for a way to change the subject, “you said something about turpus equus. That’s one of the diseases Dread told me about, right? Which one was it?”

They passed the image of a twisted parody of a pony wearing what looked like a corset made up entirely of belts. At first, Twilight assumed that it was just another freak that had been put on display, but whenshe realized that the thing was clawing its eyes out with fish hooks with mirthful grin, her stomach twisted. Dr. Layne stopped to look at the picture and said, “Turpus equus is that,” and then he continued walking.

“Okay, what does that mean?” Twilight asked, catching up. She did her best to put the image out of her mind, and focus on what Dr. Layne had to say.

Dr. Layne grumbled for a moment then answered, “Turpus equus, or ‘kinky horse syndrome’ as my colleagues were want to call it. It’s a disorder that plays with the nervous system, intensifying certain feelings and altering others. Most of the time this takes the form of a pony suddenly developing an odd interest in sexual intercourse, though occasionally it does bizarre things like making a pony want to mutilate themselves or-”

“Sticking fish hooks in their eyes?” Twilight guessed squeamishly.

“I was going to say something about over eating or obsessions with loud music, but you are correct.” Dr. Layne coughed, “What we’re seeing here is what happens when turpus equus combines with anthropomorphia, the disorder that give both Fluttershy and Pinkamena their unusual anatomies. For whatever reason, the two disorders don’t play nice together and, well you’ve seen the results.”

Twilight nodded, “Gotcha. Anything else?”

Dr. Layne thought for a moment. “Well, other than some interesting details about how the diseases could sometimes lead to bloated genitals or impossibly flexible spines, not much.”

“What’s going on?” said a soft, faint voice from just behind Dr. Layne’s neck. “Did some pony say something about bloated animals?”

Twilight’s heart skipped a beat as both she and Dr. Layne seemed to realize what was happening at the same time. They both started stammering out an incoherent mess of excuses and suggestions that she go back to sleep.

For all their efforts, Fluttershy merely frowned at them. “Guys,” she said in a stern voice, “I know that you mean well, but I’ve gotten enough sleep. I would like to look around for a little bit.”

Twilight smiled and forced herself not to say anything. She thought about trying to block Fluttershy’s vision, but she wasn’t sure that would help anything. Dr. Layne adopted the same forced grin Twilight wore and his ears began rapidly swiveling back and forth.

“If you say so, Fluttershy,” Dr. Layne said nervously, as expecting the mare on his back to explode, “you need to get used to staying up longer, after all. But, if I may suggest something-” Fluttershy grumbled something and Dr. Layne gritted his teeth.

As Fluttershy looked around at the grotesque imagery that surrounded them, Twilight felt her stomach twist into knots. To her surprise, Fluttershy didn’t seem at all fazed by the pictures. She must’ve seen them, the room was lit well enough, yet she gave no reaction to them.

“Fluttershy,” Twilight said calmly, “is everything alright?”

Fluttershy turned to look at Twilight, her lone eye drooping slightly. “I’m fine. I wish we’d move on though, these pictures are, well, um...” She started humming to the tune of a bird song.

Seconds later Pinkamena came walking through the room, stopping every couple of steps to look at one of the pictures, and make a face at them. Twilight watched in stunned silence as she pulled skin around her eyes and stuck out her tongue at the image of a scowling pony-thing with greased hair and clothes with zippers instead of seams. When she was done with the picture, Pinkamena let her face go back to normal and giggled a bit before moving on.

“Oh, there you guys are!” Pinkamena called out when she noticed her friends standing a couple of feet away. She tried running to meet them, but slipped on a puddle of water and fell flat on her face. Old instincts kicked in as Twilight rushed over to help her friend up as quickly as her bad leg would let her. Pinkamena grabbed onto one of Twilight’s good legs and pulled herself off of the floor, laughing as she got to her feet.

“Thanks Twilight, I need to watch were I’m going,” Pinkamena said, beaming.

“No problem,” Twilight said, “you seem happy.”

Pinkamena giggled, “Well, duh. First a bunch of cute stallions, now a bunch of funny pictures, why wouldn’t I be happy?”

Stunned, Twilight looked around at all of weird images of horribly mutated ponies. She had gotten used to them now that she at least understood what was wrong with them, but still looking at them made her skin crawl.

“You think these look silly?” Twilight asked, waving at the image of a ‘pony’ posing with their eyes so small that Twilight couldn’t even tell what color they were and arms so long that they looked like they need a third knee.

“Um, yeah!” Pinkamena said as she giggled.

Twilight took another look around at the images, and tried to picture how any pony could find such things silly. The closest she came to finding any of them silly was the picture of a fat changeling who was wearing a suit woven from obscenely bright colors. But even then the changeling had had the same grotesque features as the others, as well as a dark red substance dripping from its mandibles and oozing out of the chinks in its chitin hide.

“If you say so,” Twilight said, shuddering at the image.

“If it makes you feel better, Twilight,” Fluttershy said from a couple of feet away, “I really don’t find them all that silly either.”

At this, Pinkamena frowned. “You neither?” she asked, a perplexed look on her face.

Fluttershy closed her eye and shook her head. “No, I find them to be sad really. I can’t help but feel bad for these ponies. Just imagine having to live like this, the poor things are probably hurting. It must be horrible living in such a condition.”

“Well, uh…” Pinkamena said as her ears fell flat, “I guess I never really thought of it that way.”

There was a brief silence where they all stood around uncomfortably, none of them having anything to add. The silence was only broken when Dr. Layne coughed and said, “Well, if we’re done here, I’d like to move on.”

Both Twilight and Pinkamena nodded, and they once more started walking. Pinkamena kept a slow pace to match Twilight’s limp. Dr. Layne walked ahead of them, chatting about something with Fluttershy.

“So how’s your leg?” Pinkamena asked.

Twilight took a moment to put a little weight on her bad leg and winced as a sharp pain spread through it. “It could be better,” she said when the pain died down.

“I’m sorry about that,” Pinkamena said tentatively. “Do you think we need to change the bandage?”

Twilight shook her head. “No, I just had it changed.” Then, realizing that her bandage was made up of a torn bed sheet added, “Well, maybe if we can find some better material.”

“I’ll keep an eye out,” Pinkamena said, then taking a deep breath, asked, “Do you think I hurt Fluttershy’s feeling when I said I thought the ponies looked silly?”

“Why do you ask?”

Pinkamena took another deep breath. “I’m worried that I might’ve hurt her back there. You know how sensitive she can be! I’m just trying to decide if I should apologize or not.”

Twilight looked ahead to see how Fluttershy was doing. Whatever she and Dr. Layne were talking about, Fluttershy seemed to be enjoying the conversation, at least going by the smile she wore.

“She seems fine to me,” Twilight said, “and if she was hurt, I’m sure she would’ve told us.”

Pinkamena breathed a sigh of relief. “That’s good. I’m sorry I had to ask you, it’s just, I’ve been trying to figure out how to apologize to her for, well everything, and I don’t want to hurt her anymore than I already have. You understand, right?”

“I suppose,” Twilight answered. “Are you still sure you want to tell her though? You can probably go back to your old life. I mean, your teeth aren’t that noticeable.”

Pinkamena shook her head. “Twilight, my old life ended the moment I acted on my itch. I can’t go back, even if I wanted to. Can you imagine trying to live a normal life in Ponyville, looking so many ponies in the eye, knowing that you’ve killed and eaten ponies before, or that you might do it again? I’d rather them know the truth."

Twilight didn’t have anything to say to that, so instead she tried to shift the conversation back to Fluttershy. “Well, maybe you should apologize to her. For hurting her feelings, I mean.” Twilight forced a chuckle, “But wait until later, when you’ve had enough to time to think about what you’re going to say. Alright?”

“Alright, I’ll wait until we stop for, whatever night is now,” Pinkamena said, smiling.

The conversation shifted to the various pictures that decorated the previous three rooms. Pinkamena described her favorites to Twilight, skewing the details so that the images sounded sillier than they actually were. Despite herself, Twilight couldn’t help but laughing when Pinkamena described one of the pictures as ‘a drunken changeling on a pogo stick’.

Before long, they had all reached the far side of the room, where a small, simple door stood, almost hidden among a mosaic of posters. After making sure that every pony was present, Dr. Layne opened the door and they entered another dark hallway. As they entered, an icy chill traveled down Twilight’s spine, causing her fur to stand on end. There was only just enough light for Twilight to have a vague idea of where the walls stood, and nothing more.

Something made a noise from down the hall, the sound reverberating and distorting against the walls. It was a cold, hard noise, not unlike a lead chain stricking the ground. Twilight’s ears swiveled back and forth wildly, trying to find the source of the disturbance.

A second noise came, then a third not long after. Soon the heavy sound formed into a rhythm, with each noise louder, closer than the last. Faster and faster it became, until Twilight could no longer detect any spaces between them. Twilight felt her heart turn to lead as she realized that it wouldn’t be long before whatever was making the noise found them.

“Should we run?” Twilight asked, her voice caught in her throat.

Dr. Layne’s answer came almost immediately. “Yes.”

Author's Notes:

The room this chapter took place in was originally going to be used much sooner, back when Pinkie and Twilight were wandering Sleipnir on their own, but I discarded it in favor of the monster prison thing that I regret introducing. Anyway, I hope everyone's still enjoying the story.