Twilight appeared first at the secret factory again later that night. Applejack and Rarity trailed behind her. About a minute later, Spike appeared at the scene leading Fluttershy, Pinkie Pie, and Rainbow Dash. None of Twilight’s friends had been pleased about being woken up long after dark, but the walk to the factory had given them ample time for their minds to reawaken.

Six ponies and one dragon approached the triple-padlocked gate to stand before it.

Rainbow Dash snorted. “Whoever built this isn’t real smart,” she remarked, pointing atop the fence. “Three locks on the gate, but any pegasus could easily fly over that fence. Is this really the secret base of some kind of evil genius?”

“I guess the architect was banking on the idea that no pegasi would stumble upon this place by accident,” said Twilight. “Hence the treetops on the roof.”

“If it hadn’t been for my animal friends, I certainly never would have found this place,” said Fluttershy.

A thick silence hung over the group for a moment.

“It’s very drab, isn’t it?” Rarity said. “All different shades of gray—most unimaginative.”

“Don't even have no windows, neither,” Applejack added. “Not real homely at all.”

Another pause.

“You… got two bits to add about the building, Pinkie Pie?” said Twilight.

Pinkie Pie rubbed her chin with a hoof as she eyed the structure critically.

“Meh.”

After what felt like an eternity of maddening silence, Twilight heard the sound of many hooves approaching from behind. She turned around to see Shining Armor stride out from the trees with eight crystal pony guards, Detective Frosted Glass, Filthy Rich, and Talos. The guards were carrying a large golden chest on poles. Most of the new arrivals had grim expressions on their faces. Filthy Rich looked completely bewildered, while Talos was a blank slate; Twilight was unsurprised about Talos, but she dearly wished she could see what Filthy Rich was thinking.

Shining Armor’s horn lit up as he opened the golden chest and levitated each of the Elements of Harmony over to their respective owners. Twilight took comfort in feeling the Element of Magic settle on her head. The Elements of Harmony has vanquished many evils before; it seemed only fitting that they would do so again, once the pony in armor was found.

After he finished passing out the Elements, Shining Armor walked over to Twilight to whisper into her ear. “I’m going to have the guards form a defensive perimeter around you and your friends.”

“Sounds good,” Twilight whispered back. “How much did you tell Filthy Rich and Talos?”

“Only that they were required to come guide us around the factory. I followed all of your instructions to the letter.”

“Thank you. Hopefully this will all be over very soon.”

Shining Armor looked up and motioned with his head towards the guards. As one, they moved into position around the other five Element Bearers.

“Excuse me, but what exactly are we looking for that requires all this security?” asked Filthy Rich. Already, sweat was dripping down his face. Whether he was nervous about being exposed as a criminal or just nervous about entering the factory, Twilight couldn’t tell.

“That’s none of your concern,” Shining Armor said firmly. “Just focus on leading us through the building.”

Filthy Rich glanced at the factory’s entrance and gulped. “Talos, I want you by my side the entire time.”

Frosted Glass glanced at Shining Armor. “Is it wise to allow that?” she asked.

Shining frowned at the ground for a second. Raising his head, he looked again at Filthy and Talos. “Can you lead us through without Talos next to you, Mister Rich?”

“N—no! I mean, I don’t even know how! I put Talos in charge of building this place. I haven’t even been here before.”

“You mean your machine there is the only one who knows the layout of this factory?” asked Frosted Glass.

“He has a name, you know,” Filthy Rich said, turning his nose up slightly. “I would prefer you not refer to him as just a ‘machine’.”

Shining Armor looked over to Talos. “Are you really the only one who knows the layout?”

Talos gave a curt nod. “My boss speaks the truth,” he said in his usual monotone. “I alone can guide you.”

Twilight raised a brow at Filthy Rich. “‘Boss’?”

Filthy Rich shrugged. “Talos works for me. It seemed more appropriate than ‘master.’ He’s my assistant, not my slave.”

“So what, you pay him?” Spike said.

“Well, no, but he enjoys the work. Don’t you, Talos?”

“My primary function is maximizing efficiency. Mister Rich has already spent enough of his hard-earned bits on my construction.”

“Right. He has no need of money anyway. He literally sleeps standing up.”

“If I am to guide you, I will be most effective at the front,” said Talos.

“Fine, fine, lead us in then,” Shining Armor conceded. “Mister Rich, you can stay between myself and Detective Frosted Glass.”

Twilight joined her friends inside the circle of guards while Shining Armor, Filthy Rich, and Frosted Glass lined up in front of them. Spike hopped onto Twilight’s back. Talos walked up to the gate, his pistons hissing as he did so. His horn glowed blue; a compartment in his foreleg opened up to reveal three keys. All at once, the keys floated into their locks and turned.

The gate squeaked as it opened outward.

After passing through the gate, Talos pressed the button next to the doors. Machinery hummed as they, too, opened.

The keys floated back into Talos’ leg as he stepped into darkness. The others followed him in.

After the doors closed again, Twilight could hear the hum of other machines echoing throughout the building. They were all standing on a grated walkway with rails. Four horns glowed to life: Twilight’s, Rarity’s, Shining Armor’s, and Talos’. So far as Twilight could tell, the walkway was above an abyss. All around them were more walkways, conveyer belts, giant pistons, enormous gears, and mechanical legs that looked like oversized versions of Talos’ legs. Each and every one was in motion—clicking, whirring, and pivoting. Twilight watched as pony-shaped frames traveled past their walkway on a conveyor belt.

“This place is really scary,” Fluttershy murmured.

Twilight glanced over the edge of the railing, half-expecting to see the missing ponies below, although her hornlight revealed nothing but more machinery on the floor below. The armored pony had said the missing ponies were inside the factory. So where were they?

“I’m going to check for magic use,” she said. White light shot out from her horn. Once it had faded, Twilight looked around. The grating beneath their hooves was coated with a wide variety of colors, as were the rails. Applejack had green on the underside of her hat. Rainbow Dash’s wings were magenta, while Fluttershy’s were blue. The horns of Shining Armor, Rarity, and Talos were blue as well. Talos also had a spot of blue on his side. Frosted Glass, however, had no magicles on her at all.

“Looks like a lot of ponies came through here,” said Spike as his eyes traveled up and down the walkway.

“They might just belong to the ponies who built this place,” said Frosted Glass.

Twilight cast her spell again, this time focusing it into a cone of light. Every piece of machinery bore traces of residual magic; it was impossible to make out any patterns to the colors.

The group continued along the walkway until they reached a steel door, which Talos opened. Everypony gasped when they saw what was through it: three ponies were chained to bars sticking out of a large metal pillar in the center of the room. Sweating and grunting, they pushed against the bars in order to make the pillar rotate.

“Sakes alive!” exclaimed Applejack when she saw the closest one. “That there’s the fella who robbed my family’s farm!”

“That’s the guy who kidnapped me!” said Spike, pointing at the second closest.

“That crystal pony…” Shining Armor focused the light from his horn onto the last of the chained ponies. “Is that—”

“Indeed,” said Frosted Glass. “That would be our missing guard, Cyrus.”

The three chained ponies squinted against the light as they slowed to a stop. Everypony began talking at once, creating such a din that no one could understand each other.

“Quiet! Quiet!” barked Shining Armor. “Everypony quiet down! One at a time, starting with you.” He pointed at Cyrus. “What are you doing here? How did you get here?”

“What… I’m… doing here…” Cyrus said. His eyes had a glassy look to them, and it seemed that every word he used was mentally taxing. “I… I was at the museum… there was the broken wall… the armor, somepony took the armor, we fought… then I was here.” He glanced down at the metal bar he had been pushing.

“Hold still,” Twilight cut in. “I’ll break off your chains.” With two blasts from her horn, the chains were severed, leaving only a metal collar around the crystal pony’s neck.

“Okay, that’s confusing, but onto the next,” said Shining Armor. He glanced at the pony whom Spike had identified. “Who are you?”

“Silver Bells,” the pony replied. Unlike Cyrus, his eyes danced around erratically, speech coming out in quick little bursts. “My name is Silver Bells. Uh, like the scaly fellow said, I kidnapped him. Uh, but I was coerced into doing it. Wasn’t my idea.”

Spike folded his arms. “Really? You didn’t seem like you minded what you were doing at the time.”

Silver Bells shrugged. “Well, you know. If you’re gonna be forced to do something, you may as well have fun with what little artistic freedom you have.”

“How were you forced to kidnap Spike?” Shining Armor asked.

“Threat of life,” Silver Bells replied. “Some figure in armor said I would be done for if I didn’t. But after you were rescued, I was very unwillingly brought back here and—” Silver Bells choked up, his eyes watering “—Sorry, sorry, I’m just—just really happy to be rescued. This is a rescue, right?”

Twilight severed Silver Bells’ remaining chains with another two blasts of magic.

Silver Bells glanced at her in awe. “You’re my hero now,” he said softly.

Shining Armor turned his attention to the last remaining pony in chains. “And you are?”

“I’m Tough Break,” the stallion said. The fatigue in his voice was evident, in cahoots with the faraway look in his eyes. “I came home one day to find my wife and daughter gone, and I heard a voice say that I would never get to see them again unless I stole some apples—” he tilted his head toward Applejack “—from her farm. After that one there exposed me—” he nodded toward Twilight “—I was arrested. But then I heard the voice again, the prison ceiling came down on my head, and I woke up here.”

“We were all told that we wouldn’t get any food or water unless we turned this thing all day long,” chimed in Cyrus. “So we got to work.”

“Well now you’re all free,” said Shining Armor. Copying Twilight, he broke Tough Break’s chains with magic. “We’ll get those collars off later—I’d rather not risk shooting at your neck.”

“I’ll escort the three of you out,” said Frosted Glass. She glanced at Shining Armor. “With permission, sir, these stallions most definitely have important information in their heads. I’d like the chance to question them more thoroughly outside.”

“Permission granted,” Shining Armor said with a nod. “Try not to hold them too long. I’m sure they’re eager to get back to their lives.”

“Right. Off we go then.” Frosted Glass gave the group a curt nod, turned about, and departed. The three newly-freed stallions hesitated for a moment, exchanged a glance, and then followed after her.

“I can’t believe this. Ponies being held against the will—and on my property!” said Filthy Rich.

“There could very well be more,” said Twilight. “Let’s not relax. We should keep going.”

“Right, right, of course. Lead on, Talos,” said Filthy Rich. “Good grief. This whole time…”

Talos used magic to open another door, revealing a small platform that appeared to be suspended in midair. It had railings on three sides and a gate right in front of the door.

“What’s this?” asked Rarity. “It doesn’t seem to go anywhere.”

“Elevating platform,” explained Talos. “This factory goes down several floors from the surface. A large piston beneath the platform raises it up and down, allowing transportation to any level.”

“Looks like only four will fit at a time,” said Shining Armor. He motioned toward four of the eight guards. “You four first.”

The four guards got on. Machinery hummed as the platform descended. After a few moments it came back up empty.

“Everypony else ready?” Twilight asked.

Rarity, Applejack, Pinkie Pie, and one guard stepped onto the platform; Fluttershy and Rainbow Dash glided down after it. A short while later, it came up with just Rainbow Dash.

“Twilight!” she exclaimed. “You were right! The lower floors have ponies everywhere. There must be hundreds of them!”

“I knew it!” Twilight stomped a hoof on the floor. “Are they all okay?”

Rainbow Dash nodded. “Far as I can tell. They’re all chained up to machines down there. Turning and pulling stuff. From the looks of it, they’re powering the entire factory.”

Filthy Rich shot an accusatory glare at Talos. “What is the meaning of this?”

“I do not know the meaning,” Talos said matter-of-factly. “The only ponies with authorized access are the workers you employed.”

“Let’s just focus on getting them all out of here for now,” Twilight said. “We’ll obtain testimonies later.”

Twilight, Shining Armor, Filthy Rich, and Talos stepped onto the platform. As it descended, the sound of wrenching metal suddenly rose up from below.

“Uh-oh,” was all Twilight had time to say before piston and platform started to keel over like a chopped tree.

Twilight’s hooves lifted off the platform as she entered a freefall. Screaming, she fumbled in her mind to prepare a levitation spell—

Her scream caught in her throat as Rainbow Dash caught her.

“Oof! Thanks, Rainbow. That was—oh no!” Twilight watched in horror as Shining Armor, Filthy Rich, and Talos were left to grip the railings for dear life.

Shining Armor and Filthy Rich yelled as they descended into the darkness. Still holding onto Twilight, Rainbow Dash flew down after them. Just before impact, Shining Armor cast a forcefield around himself and the others.

The platform smashed into the floor with a resounding crash. Shining Armor's forcefield shattered from the impact, but it had absorbed most of the blow—Both Talos and Filthy Rich shuddered as they began rising unsteadily to their hooves.

“Are you all okay?” Twilight asked once she was at the same level. “Answer me!”

Talos said nothing, letting the pistons in his legs do the talking as he regained a standing position first.

“A little shaken, but otherwise good,” said Filthy Rich as he too picked himself up. He glanced at Shining Armor, who was lying on the floor with his eyes closed. “Ah, I’m not sure about him.”

Twilight rushed over to her brother and pressed her head against his chest. Relief flooded through her as she felt him breathing. “Hey, Shining Armor?” she said gently. “Come on, BBBFF, get up.”

Shining didn't respond.

“Um, Twilight?” Spike tapped her on the shoulder.

Twilight glanced up. The machinery had quietened down. Chained ponies filled the room, watching Twilight and company expectantly. The eight guards were standing nearby, as were Rainbow Dash, Applejack, Rarity, Fluttershy, and Pinkie Pie. A far-too-familiar fog obscured the floor.

Twilight glanced at the platform’s piston—it was missing a chunk from its base. “Our mastermind is close by,” said Twilight. “Keep your eyes peeled.”

“No need for that. I’m right here.”

Every ear in the vicinity perked up as the voice’s owner stepped out from behind a machine. Multiple heads turned to follow the voice. Every set of eyes that could see the new arrival stared in shock. Silence reigned for a few seconds—

“What,” Pinkie Pie deadpanned.