Twilight looked skyward as she stepped off the train with Spike riding on her back. A tower of white and gold could be seen a few blocks away, its pointed roof poking the underside of a cloud. While touching the clouds didn’t take much for the mountain-high city of Canterlot, it still struck Twilight as an impressive feat of architecture. She walked towards it, following the curve of the road.

As she got closer, she was able to see more towers and a large marble slab that bore six all-too-familiar words: Princess Celestia's School for Gifted Unicorns. Young unicorns were spread across the green grass of the campus. Some sat at tables, others walked around, and still more practiced spells under the close supervision of their instructors. One filly managed to imprison herself inside a magic sphere; her limbs flailed helplessly as she floated upward, at least until her teacher popped the sphere like a soap bubble.

Twilight continued on, her destination being the research tower at the rear of the campus. She didn't know how she was going to track down the researcher that Filthy Rich had mentioned, but where better to start?

As Twilight entered, a mare sitting behind a horse-shoe snapped desk glanced up at her.

“Hi! I was hoping you could help me find the researcher here who developed Talos?”

The mare blinked twice. “Ah... I’m sorry, but I don’t know who you are referring to.”

“Oh…” Twilight mentally scrambled for another route to the information she was seeking. “Um, if someone here developed a spell that could make a machine think and speak, who would it be?”

The mare took a moment to ponder the question. “I couldn’t list you any names off the top of my head,” she said, lowering her hoof, “but that sounds like something that could come from the Department of Mental Magics. They’re on the fifth floor.”

“Great! Thank you very much!” Twilight made for the stairs and quickly reached the fifth floor: a white marble hallway with over a dozen wooden doors.

“Ah geez, are we seriously gonna try every single door?” Spike sighed.

“Looks like it,” Twilight said, also sighing. “And so begins the tedious leg of our investigation.” Twilight approached the closest door and knocked.

“Come in!” said someone from inside.

Twilight peered over her shoulder at Spike. “Okay, leave the talking to me, Spike.” After affirming his quick salute, Twilight entered the office. Sitting behind a desk was a bearded unicorn, hunched over a stack of papers. A quill dipped in red ink floated nearby.

Twilight recognized him instantly. “Professor Gray Matter!” she exclaimed.

Gray Matter glanced up. “Hmm? You’re not in any of my classes, are you?”

“Not for a long time. Twilight Sparkle?”

“Twilight Sparkle… Twilight Sparkle…” Gray Matter muttered. “Ah, yes! The filly who threw up during their final test!”

Twilight winced as the embarrassing memory resurfaced. "Um—” she coughed “—y-yes, that was me.”

“You never told me about that, Twilight,” Spike whispered into her ear.

“Anyway—!” Twilight coughed a few more times to clear her throat and regain her composure “—Professor, I’m currently seeking the creator of a spell that could make a machine think and talk. Would you happen to know anything about that? The machine is called Talos.”

“Waitaminit, back up—” Spike leap-frogged over Twilight’s head to land in front of her “—I wanna know more about the vomit incident. Did you hit anypony?”

“Spike!” Twilight protested. “Now is not the time for that!”

Gray Matter smirked. “Well, in regards to the spell you mentioned, I do know about that. In fact, its creator is speaking to you right now.”

Twilight had to resist the urge to cheer for joy. “Really? Could you tell me more about it? I’m trying to gather information for an incredibly important investigation.”

“Certainly. You mentioned Talos, so I imagine you are already aware of my employer’s identity?”

Twilight nodded. “Filthy Rich—Talos is his secret project. I wouldn’t normally pry into others’ private business, but…” She dragged a hoof along the carpet. “Well, I think there might be a connection between Talos and Equestria's crime wave.”

“Is that so?” Gray Matter looked up thoughtfully. “I can’t imagine how those two things could be connected. Though to be fair, I too have been following recent reports related to the crime wave, and it appears to have started not too long after I cast the spell on Filthy Rich’s machine to make it… intelligent.”

“How did you do it?” Twilight pressed. “A spell of such complexity has never been engineered before, has it?”

The ghost of a smug smile crossed Gray Matter’s face. “That’s difficult to say. After accepting the job from Filthy Rich, I tried as hard as I could to create such a spell. Animating lifeless objects is one thing, but Filthy Rich wanted more than that. He wanted an actual thinking, constantly evolving intelligence—something that could evaluate everyday problems and come up with solutions. His offer was, ah, generous to say the least. My specialty is magic that relates to the mind: Illusions, reading emotions, stuff like that. But for all my skills, I couldn’t create a sentient mind using magic.”

Twilight felt her heart drop. “Please tell me you didn't resort to dark magic.”

Gray Matter chuckled. “By Elysium, no. I wasn’t that desperate. But just when I was at the end of my rope, I caught a lucky break: the Crystal Empire reappeared.”

“The Crystal Empire?” Twilight tilted her head. “I don’t understand. How did that help you?”

“History, Miss Sparkle. In addition to bringing all those crystal ponies back to our era, the Crystal Empire also brought us a wealth of information. Books that had been previously lost to time. Hoping to find something that might help me, I paid their library a visit.”

“I take it you found something helpful?”

Gray Matter nodded. An unmarked book appeared next to him, encased in green light; Twilight thought it looked ancient, all brown and faded. “Here’s the real kicker, though. The answer I was looking for wasn’t in a textbook or scholarly article. It was in this notebook. And the best part? It appears to be a student’s notebook.” He grinned. “Such irony—I’ve been teaching students for decades, and then some student from another time has something to teach me. Anyway, I used this student’s notes to create my spell, and it worked perfectly. Or at least—” Gray Matter frowned slightly “—it seemed to.”

“Could I trouble you for a quick look?” Twilight asked.

“Of course, go right ahead.” Gray Matter directed the book over toward Twilight.

Twilight opened it up and began reading. The first page contained numerous spells, some familiar to her, others not. The margins had annotations, such as questions about the spells and magic theory in general. She skimmed through a few pages, until one particular annotation caught her eye.

More testing is required, but it looks like the mind-maker spell is a success.

Twilight looked up. “This looks like some pretty high-level stuff in here.”

“You can keep that if you want. It is but a replica anyway—I returned the original to the library, to preserve its historical value.”

“Really? Thank you!” Twilight beamed. “I'll definitely be giving this a more thorough perusal later.”

“Well, knowledge is meant to be shared.” Gray Matter sat up a little straighter behind his desk. “Now, would you care to know anything more about Talos?”

Twilight hesitated and considered her position. Grey Matter knew who she was, her reputation, and that she had made herself involved. He had made a confidentiality agreement with Filthy Rich in good faith. And yet here he was, offering her more information. Could it be dangerous to know more, straight from the horse’s mouth?

She looked sidelong at Spike—who’d remained silent beyond the mention of Twilight’s past embarrassment—and shared a look with him, as if to ask, What do you think?

Spike raised an eyebrow, and then simply shrugged, returning a look that suggested, Beats me—go with your gut.

“Not at the moment,” Twilight said as she stood up. “I’ll analyze this book first, and if I have further questions that I can’t figure out for myself, I’ll return. Thank you so much for your time.”

“You are most welcome, Miss Sparkle.” Gray Matter stood from his desk and offered first her, and then Spike, a hoofshake, before leading them to his door. “I should check up on Talos soon, myself. See if he’s functioning as intended. Good luck with your investigation.”

It was dark by the time Twilight and Spike made it back home. Together they simultaneously collapsed into each of their beds, sighing with relief.

“Another full day investigating,” Spike said after a yawn. “Progress feels nice.”

“Nice, but e-exhausting,” Twilight said, suppressing a yawn of her own. “I’m not sure where to head next, though. But I should probably start reading this notebook before chasing any more wild cockatrices.”

“Guess there’s no point telling you not to stay up all night, huh?”

Twilight rolled onto her back and rested the book over her heart. “You’re right to worry about my health, Spike. I know I haven’t been taking good care of myself ever since I made my discovery. And then the crimes began, with ever-increasing frequency.” She sighed. “But I just don’t feel like I have any choice in the matter. I’ve been too busy to do any follow-up research on my bi-planar particles, let alone publish the results. Instead, I’ve been using them to run around Equestria and solve crimes. I’m the only pony who is really prepared to handle this.”

Twilight stared up at the ceiling. “It feels like every time I stop to take a breath, every time I stop to eat something, I allow more bad things to happen! Even now, while I’m lying here, somepony else out there might be getting kidnapped by Talos, or something worse… assuming he’s the one behind it all.”

Spike groaned and put his claws over his face. “Look, Twilight. I know you mean well, but you’re putting way too much pressure on yourself. You can’t be all over Equestria at once just ’cause somepony might be up to no good.” He lowered his claw and waved it around. “And besides, why would Talos start a crime wave anyway? Why all the kidnapping? Is he keeping them all locked up somewhere?”

Twilight shuddered. “Honestly, that all the missing ponies are even still alive is the best we can hope for. Locked up somewhere. Somewhere… big.”

Twilight put her face into her hooves. Somewhere in her tired brain, something was tickling her memory. Where would a machine hide a lot of ponies? Talos probably didn’t even own a house; the only place that Twilight had ever seen him was standing in Filthy Rich’s office.

Her train of thought shifted gears. Filthy Rich. As a business pony, he would own a lot of property: housing, stores, sheds and the like. But those would be places that anypony could find, be they employees, family, or friends… no, to keep the kidnapped ponies a secret, he would need a large place. A secluded place.

Something clicked.

That’s it!

“The factory!” The struggling memory burst into her conscious mind like water breaking through a dam as she shot up to a sitting position in her bed.

Spike flinched. “What?”

Twilight half-sprang, half-fell out of her bed and shook off a sheet clinging to her leg. “Filthy Rich’s secret factory in the woods! It’s the perfect place to hide all those ponies!”

Spike’s eyes widened. “Oh! Where Talos is going to be mass produced, right?”

Twilight nodded vigorously. “Both Filthy Rich and Talos would know about it, as well as the ponies who built it. If any one of them were the mastermind, the missing ponies will all be there.”

“Well, what are we waiting for?” Spike leapt out of bed. “Let's go check it out!” A purple glow pinched his tail. “What?”

“Hold on, Spike. We need a plan.” Twilight exhaled as she released Spike’s stretched-out form. “I’ve had way too many close calls already from charging in without thinking.” She closed her eyes to think. A horrifying image of chained-up ponies crammed together in a dark space filled her mind. Every second’s delay would be another second of suffering.

She opened her eyes. “I have a plan. We’re going into the factory—reconnaissance only,” she stressed with the last word. “At the first sign of trouble, I’ll teleport us both out.”

Twilight’s horn glowed as she focused on the spot where she and Fluttershy had found the factory. A flash later, she and Spike were gone.

When Twilight opened her eyes again, she almost didn’t recognize the factory. Instead of wooden frames, the building now stood supported by steel walls. The fake treetops remained overhead, making it indistinguishable from the surrounding forest to anyone who might be flying above. From the surface up, it was three stories tall. Giant steel double-doors were visible: no handles or knobs, but a single button on the wall next to them.

Too easy, Twilight thought. Anypony could just reach out and press that button. There must be more to it.

Twilight glanced over her shoulder. A barbed wire fence encircled her and the entire property. There was only one gate, with three large padlocks on it. She looked up. What prevented pegasi from flying over the fence? Nothing, so far as she could tell. But since she was already past the gate, there wasn’t really any need to ponder the design. She turned her attention back to the factory doors.

“Remember, Twilight—first sign of trouble, we’re outta here,” Spike said. “You can't help anypony if… something bad happens to you.”

“I know, Spike. This was my idea, remem—”

The sound of machinery starting up cut Twilight off. Gears and pistons clicked and whirred as the double doors slowly opened. As if in a dream, fog rolled out from the opening, replacing the surrounding grass with a hazy mist.

A steel suit of armor stood in the entryway. For a moment, Twilight was too shocked to move.

“Twilight? I think this counts as ‘something bad’.”

Twilight stared at the suit of armor; it remained in place, regarding her through its slitted visor.

“Twilight?”

“It’s not doing anything,” Twilight whispered. “It’s just… standing there.”

“There's no horn,” Spike whispered back.

“What?”

Spike pointed at the armored figure. “Talos has a horn. There’s no room for a horn in the helmet. That's earth pony armor.”

Twilight scowled at the armored pony, hoping her expression would distract them from hearing her accelerating heartbeat. “Who are you?” she asked. “Filthy Rich?”

The armored figure tilted its helmet to the side. “No,” it said in an even tone that reverberated through the metal. The distortion made it impossible for Twilight to determine whether the armored pony was a female or a male.

Twilight waited for it to continue, but all it did was stay in place with its head tilted.

She decided to try another question. “That armor—is that the armor that was stolen from the Crystal Empire Museum?”

The armor didn't move in the slightest. “Yes.”

“So it was you that stole it.”

A hesitation. “Yes.”

“Why?”

The figure righted its head and looked at Twilight straight on. “If you seek answers, you may step inside. Your progress will not be hindered.”

Twilight snorted. “Yeah, right. This has ‘trap’ written all over it.”

“Your arrival was not predicted. No trap awaits you.”

“Twilight…” Spike said warningly.

“They're suffering, Twilight.”

Twilight felt her heart drop into her stomach. “Wh—who’s suffering?” she asked, though of course she already knew the answer.

“All of them. They’re here. They’re inside. Suffering.”

Twilight’s legs began to shake. “Why are you doing this?” she whispered.

“Words cannot adequately justify. You must see for yourself.”

“What are you doing to them?” Twilight screamed, hesitation giving way to rage.

The armored pony remained silent.

“He’s trying to bait you, Twilight!” Spike yelled. “Don’t go in there. Let’s get help. They’ll be there when we come back.”

Twilight's entire body shook and her eyes began to water. The idea of making those poor ponies wait any longer to be saved sickened to her. For a moment, she had to turn her gaze downward as her emotions waged war against the more rational part of her mind.

She lifted up her head and locked her sight onto the helmet’s slitted visor. “I—I’m going to come back soon,” she said. “I’m bringing all of my friends, and my brother. There’s no way you could move everypony in there somewhere else before I return. You act like you’re in control, but the truth is, this is the end for you. Whatever you’re up to, whatever your plans are, we’ll stop you together.”

Her quarry then did their most lifelike thing yet: they harrumphed. “Very well, Twilight Sparkle. We’ll be waiting. Don’t be late.”

An armored hoof pressed a button on the inside of the door frame. The door slid shut with a drawn-out hiss, leaving Twilight and Spike sweating and shaking alone.