Cold steel grating pressed up against her side and her vision swam with bright stars. The room spun in one direction as her head remained stock still. A sharp all-consuming shrill whistle filled her world. Her heart was trying to explode through her ribcage in rebellion at pumping the molten lead searing through her veins.

Twilight no longer worried she was about to die. Now she worried that she wasn’t going to die after all.

Soft brown limbs wrapped around her and she no longer felt the prodding cold in her side. Twilight nuzzled against the soft fur and heard a quiet grunt of surprise.

Suddenly the stars swam back as a horrendous clanking boomed towards her.

“Hey Twilight,” several pink blurs screamed in an ungodly din at her. “This is the normal, usual, perfectly safe reaction to everypony’s first time,” Twilight chose to fixate on the word ‘safe’ and groaned through her traitorous dry throat which had chosen to become a horrendous slab of sandpaper at a time like this.

‘Oh, Blueblood’s miniscule horseapples, so I’m not going to die then?’

The stars swirled one final time leaving Twilight with blissful nothingness.

*-*-*

Twilight was completely drained of energy both physically and emotionally.

The last time she had felt so helpless she was overflowing with power and the mighty Princess Celestia herself had to step in and intervene. Not now, though.

Now Twilight had the exact opposite problem: She had never felt so completely powerless before in her entire life, so weak, so unequipped to face a world she had just learnt doesn’t actually exist.

Celestia couldn’t help her ever again. As her entire world fell away from her she felt a calming soft hoof wrap around her neck. The strong stench of greases and crude oils filled her sinuses. Twilight dully turned and a beige blur was leaning next to her.

A gruff voice grunted sympathetically from her side.

Twilight blinked away the tear she hadn’t even noticed to get an unobstructed view.

Sepia stood beside her with a furrowed brow and a deep frown carved into a face that could have been anywhere from young to middle aged and his eyes sparkled brightly with intelligence, wisdom, far beyond his years. Twilight impassively realized those eyes were watching her.

“Welcome back to the waking world, in more ways than one I should add. Cap’n needed to talk with the Number One Mate, so I thought I’d wait I might wait ‘till you woke up. Can’t imagine what it must be like learning this for somepony like you. I wasn’t even sure you’d wake up, to be honest with you, miss.”

Twilight’s head exploded as her endless search for answers combatted the firm new belief that maybe not all answers were worth seeking.

The stars swam back as Twilight’s brain power focused on the internal debate and less on such trivial things as staying upright, as once again she felt the room spin.

Her express delivery to the ground was interrupted with a layover to Tock Junction. Sepia caught her with a firm, but gentle grip. Sepia’s frown tightened into a small smile.

“Well honestly, missy, you’re the first lady ‘sides the captain herself I’ve seen in an alicorns age. I hadn’t figured I’d be sweepin’ you off’a your feet this soon,” Sepia’s amused grin irked Twilight.

“And here I was wondering how I could resist the charms of a stallion I just met; one who smells like a used oil-rag."

‘ Ah, sarcasm, the mightiest of my powers. You would never think to leave me in my time of need.’

“Nothing wrong with a little hard work, Ma’am, it just gives you a little pride and a little purpose. ‘Sides, I only just fixed the ships showers and I haven’t had the chance to use ‘em yet. Sickly unicorn mare we were all worried, about needed somepony to look after her for a while, completely depended on me, you hadn’t heard?”

‘Ouch. Point, Sepia.’

“I wasn’t around for any good gossip. Too busy learning that my entire life was a lie and that everything I know and love is gone. No points for guessing why you were still here when I got back, though.”

Meanwhile in Twilights brain Sarcasm had teamed up with The Truth Hurts against Friendship and Curiosity for dominance. The clashing brought forth another dizzy spell.

“Err… Ma’am… You’re, er, eye’s twitching pretty badly. Are you sure you don’t want me to stick around?”

Friendship let out a bloodcurdling battlecry sending Sarcasm fleeing into the dark safety of the subconscious. Curiosity bucked Truth Hurts hard in the confusion as the dust settled.

“I’m not sure… I mean, I am sure, but I don’t… Eugh,” Twilight facehoofed. “Please stay. I do really appreciate you looking out for me whilst Spike can’t, really.”

“Think nothing of it. Heck, Everypony needs a friend now and again, and we seem to have an awful shortage of those around here.” Twilight smiled sheepishly. Friendship saluted, job complete. Curiosity filled the void.

“What did you mean earlier,” Twilights voice was little more than a whisper, “By ‘somepony like me?’”. Curiosity coughed expectantly. “And don’t you mean ‘First mate’?” Curiosity nodded with satisfaction. Truth Hurts stirred, only to be stared down.

Twilight had no idea why she got dizzy again all of a sudden; she just wished it would stop.

“Firstly, Spike got promoted to First Mate in account of the fact that I already do everything else around here it seems,” Sepia grimaced. “But for some reason he liked the idea of ‘Number One Mate’ better for some reason.” At this news Friendship started to celebrate old victories as Curiosity celebrated current ones. Sarcasm lurked, waiting for a chance to strike.

“And a mare your age? A unicorn at that? It’s an awful lot to take in, for anypony, but for those two reasons alone Pinkie should never have been able to pull you out. You’re old, too, no offense,” Sarcasm took a leap but was swiftly intercepted by Curiosity, “Which gives you a lot less flexibility in the mental gymnastics that allows your brain to accept, truly accept, that you were living a lie.”

“But what does being a unicorn have to do with getting out? Shouldn’t it make it easier to detect… Whatever it is?”

“ Unicorns have their own magic, that much is true, but it makes them less in tune with the Flow. They can’t notice when the world stops making sense because in their own mind they fill in the blanks with ‘Because magic’ and that’s that. Pegasus are almost as bad, they shake off everything and ignore whatever isn’t immediately affecting them, whether it be muffins or mach speed, Pegasii don’t notice the little problems. Noticing the fine details don’t add up? That right there is an Earth Pony trait.”

“I think in your case though, Ma’am, from what Pinkie has told me, you’re the only one who didn’t just take Pinkie Sense for granted, that knew she could hide anywhere she wanted no matter how closely you looked. That ‘Doozy’ at Froggy Bottom Bog a while back, seems a little less anticlimactic now don’t it? If it weren’t for that, that trust in Pinkie and the sense that things don’t make sense in that world? Well, that’s why you’re here and, say, Fluttershy isn’t”.

“Yay…”

*-*-*

It’s amazing what purpose can give you. As Twilight started walking back into That Room again to meet up with Spike and Pinkie she was supported by a-

‘Oh come one, really.’

-Still goofily grinning Mr Tock.

“Mr Tock, I demand a full apology”

“For what, exactly, Ma’am?”

“You cheated, of course!”

“And now how did I do that?”

“How was I supposed to know you’d have a wrench, a wad of gum, some duct tape AND a rubber band on you. That was unfair!”

“The trick, little missy, was in knowing how to use them. Now I won the bet, fair and square, and you know what that means,” That evil, smug, malicious, malevolent, diabolical downright dastardly grin.

“But I can’t even stand up by myself!” “The good doctor here just reckons you’ve been leaning on me because I’m just that cuddly. Here, I’ll prove it,” Tock winked and quickly stepped away.

As soon as Sepia stepped away Twilight’s side let out a shrill squeal that hurt her ears until Twilight came to a rest at a forty five degree angle resting on the chrome wall. ‘The good doctor’ meanwhile had four legs sticking up in the air waggling about as his tight, evil grin became a full-on laugh riot.

Twilight’s death glare was cranked up to 11. The air grew colder and light itself fled from the cold, dark reaches of her piercing gaze. Unfortunately the concentration involved in staying precariously balanced was lost and Twilight slipped to the floor.

As Pinkie and Spike came to see what was taking the pair so long they arrived to find Twilight on her side furiously scrabbling her now-horizontal hooves murderously as Sepia flicked rubber bands at Twilight from a few feet away, deeply amused. They silently watched for a minute before their laughter gave the two away.

“Alright, that’s it, I’m doing it!” Twilight turned her ineffectual death glare over to Pinkie Pie.

“Teach me the Japonese art of Buck Choy so I can whoop the ‘Good Doctor’ here!”

Sepia’s giggling paused for a few seconds.

“If you think that making me learn this was funny a few minutes ago, just imagine how hilarious it will be when I get some practice it on somepony.”

There was a soft ‘pock’ as Sepia’s last rubber band flung and hit directly between Twilight’s eyes. Sepia’s grin just doubled.

“Pinkie, you were definitely right about this one. Now, er... I’m going to go have a shower. A long one. Might not be out for a few hours, you know, gotta get alllllll this grease outta my mane and stuff. Door will be locked and barricaded ‘cause you know just how I like my privacy…”

“Privacy,” Spike gawped, “Pinkie was just telling me about that time you and Pinkie had a “’Who had the better plot’” competition and you got all wet just to cheat!”

“Well, she never said we couldn’t, so I won that fair and square”

Twilight and Pinkie shared a look that spoke volumes.

Pinkie went over and nudged Twilight to her feet, carrying her to the same contraption from earlier that had dissolved her insides and destroyed her entire perception of reality. Glancing back at Sepia, who was still laughing and had now gathered the rest of his rubber bands, Twilight decided this was the preferable alternative.

Twilight’s ear prickled and tickled as Pinkie leaned in close and whispered softly in her ear;

“As Captain I have the ability to unlock any room I want on the ship. Don’t tell Sepia, he doesn’t know yet… But IF I unlocked the door to his room and IF I heard some screams of… delight… coming from aforementioned room: I didn’t know how it happened. Kick that damn gorgeous plot for me, okay?” Pinkie giggled innocently and winked.

“And never, ever tell him I admitted it…”

*-*-*

It wasn’t nearly as bad as last time. The searing, all-consuming nova of agony that seemed to last hours last time only seemed to last… Okay, it still seemed to drag on for hours as her insides drained through her hooves, but it didn’t seem like as many hours, which was a vast improvement.

As Sepia cowered in his room, no doubt still giggling like a foal, Spike ran the systems. Apparently the learning programs were simple enough for Spike to practice on solo. Pinkie had told Twilight that Spike wouldn’t be able to enter the system like ponies could, but his nimble practiced hands and his years of study had made him an amazing natural at working the various machines. Twilight had called him her ‘Number One Hacker’ and Pinkie had jumped on the word, literally jumping up and down with excitement.

“Ooh, I SO have to start calling ‘Dr’ Sepia My Little Hacker! He’s going to looooovvvvvve it!”

Whilst Twilight laughed Pinkie slammed the headpiece down before Twilight could tense up.

*-*-*

Brain took over from Twilight as soon as the device clicked and turned on. Twilight was bombarded with a realm of pure, raw, electrical information cascading over her in ways she wouldn’t be able to gather. Her brain, however, was in complete blissful nirvana as knowledge coursed and flooded through it.

No longer held back from it’s learning from how fast her eyes could take in the words from pages but merely the speed of light itself her Brain took up what Twilight herself couldn’t and absorbed every bit and byte of information ceaselessly thrown at it with the vigour of a professional eater at a five star all-you-can-eat buffet.

*-*-*

“Yo, Pinkie Pie, you gotta see this!”

“What is it Spike?”

“Look at Twilight GO! She’s kicking FLANK!”

“Don’t be silly Spike she’s only been in there for five minutes, it takes at least a few hours before- WHOAH LOOK AT HER GO!”

Pinkie had truly underestimated Twilight’s pure embodiment of the pursuit of knowledge.

What she had thought she was giving Twilight was a million piece jigsaw puzzle of a clear blue sky Twilight was disassembling as if it were a 50 piece jigsaw for children. Pinkie made up her mind right then and there; She had underestimated her friends for far too long.

After about 30 minutes Spike shut down the machine. She had completely devoured the entire library bank of Buck-Choy, Artsy-Choking, JuDitzy and Thai-Khan-Doe.

Twilight’s eye’s exploded open, flying every across the room. Her limbs felt stronger from her muscles emulating the key motions in the WarHorse arts.

“Pinkie,” Twilight grinned evilly “I know Buck Choy.”

Pinkie grinned and pressed a button on Spike’s console. Far away a door could be heard to slide open with a whir.

“Take a left, then your second right and the open door halfway down the corridor is where Sepia is hiding… So you know what that means Twi Pie?”

“What’s that Pinkie?” Twilight spoke slowy, carefully.

“I want you to show me…” Pinkie’s simple statement caused Twilight’s head to explode with possibilities.

On that note, Pinkie and ‘Brain’ cackled with evil possibilities.

*-*-*

Sepia nursed his sore flank. The rubber wrapped around his hooves dug into his soft fur. Every time he tried and failed to remove them Twilight gave him a soft smile whilst he fumbled with his impromptu handcuffs. All was apparently forgiven from earlier; it’s hard to hold a grudge when you had just bucked the flank out of someone. Sepia grudgingly admitted teasing the unicorn earlier was still totally worth it though.

Twilight was levitating both her own and Sepia’s spoon for him as they ate the latest batch of Pinkie’s concoction. Sepia couldn’t move his hooves after all. Spike was running the everyday

functions of the ship from the console whilst Sepia was, for lack of other descriptions, out of commission.

“So Pinkie,” Twilight began cheerfully, “What do we do next, Captain”

“Well, first Sepia’s going to teach Spike the more complicated bits of hacking the system whilst we’re inside. The best way for him to practice is for us to be in there, so I’m going to take you through a few more training programs so you know exactly what we’re going to do for our first mission together.” “What do you mean our first mission together, Pinkie?”

“I’ve been underestimating my friends too long,” Pinkie turned her attention back to Sepia, “The biggest reason I’m getting you to teach Spike is because he’s going to be your replacement, Dr. Tock. I want you with us sometimes, and I can’t run the console as well as you can. If you try to run an experiment, like making one of us a Pegasus, it doesn’t matter how well you work it. I can’t help you from the outside. That Pegasus thing was a GREAT idea by the way,” Pinkie clopped her hoofs together enthusiastically. “But whilst I was running the console I couldn’t fix your voice. You go through all the effort to make yourself lighter to help you fly and I can’t even fix something as simple as keeping your lungs the same weight so you don’t sound all squeaky.”

Twilight snapped round to Sepia.

“That WAS you flying in the Equestria’s Young Flyers contest! I remember you! You did nearly ten barrel rolls in a row!”

Twilight snapped back to Pinkie.

“And you were sitting next to me in the audience!”

Sepia grinned with pride and Pinkie nodded enthusiastically.

“Oh no, after I tasted the rainbow I got right the heck out of there. I soo wanted to see Dashie perform but… Sepia had worked so hard on his wings, I couldn’t ask him not to try them out.” “Pinkie, you DID see Dash perform… You were sitting right next to me in the audience?!”

“Well… Yes and no. I wasn’t in the Maretrix with you, but I can’t disappear ALL the time can I? I’ve got to be back here sometimes, or else Sepia gets really lonely. Everypony needs a friend sometimes!”

Twilight noticed Sepia’s smile falter for the smallest fraction of a second but Twilight noticed it just the same.

‘Everypony needs a friend sometimes’…

He had said the exact same thing earlier.

“So Sepia here made a program that puts a Pinkie Pie in the maretrix that runs around for me whilst I can’t be Pinkie Pie for our friends when I’m in here!”

“Sepia, do you have one for me?” Twilight frowned as Sepia shook his head.

“Sorry Twilight, it takes time for me to make one, and I need more data on you before I can program it anyway.”. Pinkie bounced and waved her hooves above her head trying to get Twilight’s attention.

“It’s okay though Twilight, I told everypony you and Spike were working on a really important project and that you needed complete privacy for a few days. Nopony will be worried about you for a while at least!”

Twilight let out a deep sigh as she was both simultaneously disappointed and relieved from this revelation.

“So what next, Pinkie, after Sepia teaches Spike and you teach me for a while?”

“Then, my friends… We’re going in and getting Rainbow and Applejack.”

*-*-*

Authors note:

http://i2.kym-cdn.com/photos/images/newsfeed/000/169/897/52639%20-%20animated%20rainbow_dash%20the_matrix.gif

Plot just got real people.