The halls echoed the sounds of the steps. The steps that led to death. The curtains held an air of foreboding, only occasionally daring to move at the slightest provocation of the winds. When the steps passed them, the winds hushed. The steps leading to death. They took turns and curves, climbs and descensions until they stopped. The steps at the foot of death. The door creaked open, and the steps carried through.

Right into a frying pan. Pen dropped it immediately after and held down the writhing pony.

"I won't let you leave. There are things I need you for." It spat at him in a weird tongue, its words harsh and berating.

"Save it. My research is not yet complete." His horn glowed as he magically lifted the fearful-again foreigner. "I have to know if it's possible..."

"This is an insult!" Pen bellows.

"Keep your voice down," Celestia, Princess of Equestria, orders. "You have been at this for weeks. Forget about it. I refuse to tell you anything, and I've instructed anypony who knows anything about it to not divulge the information." As she finishes the statement, Pen notices Twilight Sparkle, apprentice to the princess, look away.

So she's one who knows, Pen decides. "Fine. You win, Celestia. I'll return to my lab and be your loyal servant. Expect me the next time I'm outraged."

"I can only look forward to it," the princess sighs.

She adjusts her seating and shakes her wings to keep the blood flowing. As Pen leaves, they both smile. Few can relive the past with an old friend.

"No, no, no. Magnesium goes second." Pen sighs, remembering how difficult it is to keep control of foals. Or foal, in this case. In the weeks that followed his arrival, he kept an eye on any parentless young pony he could find. This one was his choice, especially well since it had yet to receive a mark.

All the better to mold the young one's mind, Pen thinks. Such a young one, true enough, but much potential.

Were the foal not so insistent on applying sulfur first. Pen had trained the younger for some time before moving on to new lessons, but they were at a wall.

"Cease that, youngling. Charcoal, magnesium, then sulfur."

"Teacher? Isn't there a fourth you spoke about?" the young one asks.

Pen can't help but smile. "There is, but it is for a later lesson. This lesson is basic combustibles. Now, go to the hole under the rock. You remembered to dig it, yes?"

"Yes teacher." Pen's student dutifully goes to the hole, but the foal is bouncing with excitement upon return.

"And now?" Pen asks promptingly.

"Now I...light it?" the student asks, unsure.

"Yes. Be confident in your knowledge. I'm sure that horn on your head and that brain in your skull do something."

Pen taps the foal's horn, upsetting balance. The younger laughs as steadiness returns. "Thank you teacher."

"Well? Rocks don't blow up on their own. Not yet at least."

The sudden explosion startles Twilight, but she quickly gathers herself. She clops outside and yells at the two alchemists, "Excuse me, some of us are trying to study."

"Sorry, Miss Twilight," they say in unison, bowing their heads to the dead, scorched grass. She's fairly certain Pen taught his student to do that. She shakes her head and returns indoors. Pen winks at the foal and follows.

"Twilight, you seem tense."

"Of course I am. I've got dozens of spells to study and practice, I have you teaching colts-"

"Just one foal," he interjects.

"And on top of all that, my brother is coming down to visit so I have to clean-"

"Allow me to do it. It's the least I can, after all it is my mess." There's plenty truth to that, Twilight decides, looking at the pots, tubes, and beakers around. But still...

"You're a guest, I could never force you to clean my house."

"It's nothing. Besides, I'm offering. No one is forcing me." He begins to gather up his things.

"Oh, but it's no trouble for me, really. I'm just a little on edge. Here," she says, horn glowing. Things are lifted, stacked, and sent to cabinets. In a few short minutes, all is done.

"Thank you." There's a pause. "Twilight, I wanted to ask you about the Elements." Before she can deny him, Pen breaks into a vicious fit of coughing. He feels a great pressure in his lungs as they attempt to do their natural response to irritation. He can hardly take air in as the coughing racks his whole being. His tremors are heavy enough to bring his front to his knees. When they finally begin to ease, he rises again. When they stop, Twilight voices her concerns.

"Are you alright, Pen? That was pretty bad. Are you sick?"

"No no, worry not on me. About the..."

"I'm really sorry, but I can't tell you."

"Celestia. Constantly blocking my research. I suppose she's told you I'll cause some great harm, right?"

The purple mare shakes her head. "She only told me not to tell you."

"Then perhaps it's time to be outraged again."

On the day of Shining Armor's, Twilight's brother, arrival, the purple mare set out to find Pen. Feeling the tree-bound house was crowded enough with his supplies, he had built a small shack for him and his student.

"Pen? Are you in there?"

There's a clanging of metal, and a grunt. "Who's asking?" comes the reply.

"It's me, Twilight. I wanted to tell you that-"

"Who? I don't know a Twilight. Look, if you want wares, speak to one of my... Okay. Who is this foal?" Pen steps outside, blinking in the light. "And where am... How did I end up here? Where's the sand?" The apprentice alchemist scoots outside.

"Pen, what are you talking about?"

"I want to know what you're talking about."

"Do you...don't you remember me?" She steps back, unsure and confused.

"Of course not. Never met you in my-" He stops suddenly, and looks around. "It...it happened again? Where am I?"

"Ponyville," the foal answers him.

"That little run down apple town? This can't be... All I remember is my exile, the colony...my research is probably all gone." Pen slams his head into the shack, causing it to shudder. "Why? Why won't my mind work?" He closes his eyes tight and grits his teeth.

"Pen, what's going on?"

"Miss...Twilight, was it? Miss Twilight, since you seem to know me, you should know that my memory isn't...the best. I have blackout periods. Sometimes the memories never come back. Oh god, if I'm this far north, what of the colony?"

"I think I can answer that..." Twilight bites her lip. "They, uh...they all died."

"What!?" He whirls to confront her, eyes full of malice. "What...happened?" he commands through bared teeth.

"I'm really sorry, I don't know. You didn't like talking about it."

"I can see why." He stamps a hoof hard, the dry dirt cracking beneath him. "I just need to...to be alone... With my thoughts." He sulks off, his student bewildered and his friend saddened. The princess' apprentice shrugs, deciding that it's very unlikely to get worse. She turns and heads inside, promising the foal something to eat. And then realizes she doesn't have anything.

Due to missing breakfast, Twilight is happy to join her friends for a picnic brunch. She wants to find Pen, but he's nowhere. It isn't until the six friends have settled down that they see Pen far off, atop a hill. By himself as he is, and hunched low, he seems so small. Rarity encourages Twilight to offer some food to him, but it's Rainbow Dash who brings it up.

"Myoo wrant shumph ood?" she asks. When he doesn't respond, she sets it down. "Hey, you want some food?"

Still no response. She raises her eyebrow, but doesn't prod more. "I heard you had lost your memory and-"

"It's...back." While happy he finally replied, Rainbow Dash remains upset.

"Then what's wrong? Shouldn't you be teaching that colt-"

"Foal."

"What? Never mind, shouldn't you be blowing something up?"

"I... I know you mean well, Miss Dash, but there are some things one must deal with alone."

She rolls her eyes and gestures her head to show she's unconvinced. "Come oooon. You've been like this all day. Surely you-"

"I killed them. I know I did. And I fled. Whatever I do, I can't hide from that fact. Perhaps it's best if I'd forgotten."

"What are you talking about?"

He didn't hear her. Her screams were high in pitch, but Pen's deafness was psychological. He simply saw to it that morals did not come into play. He added the gas to the room, and the young mare went silent. Her body started to warp, as her skin stretched and bone shifted. She stood stock still as the appendages broke free from her spine and shoulders. She stood and stared at him.

"Pen," Rainbow asks, staring at him confused.

"Huh?" Pen shakes his head, confused. "I'm sorry...it's just... I would love some food, thank you." He stands to better get at the food and brings it towards himself. After some time, he stops eating. "Rainbow Dash, if you knew that I had...had hurt ponies, would I still be your-"

"Don't even say it. 'Course you would. I didn't know you back then, and I've only ever seen you help ponies. I mean, except those weird ash ones, but you still helped us, and it was awesome."

"Thank you. You show the true loyalty of an ace flier." Pen thanks her for the meal and walks away, feeling much better than he had.

When Twilight's brother finally came around, Pen sat in the front room. He stared into the bowl before him, desperately attempting to remember what he was supposed to be doing with the contents.

"Teacher? The seeds," his student urged. Pen nodded, and continued to grind them with his hoof. His apprentice had the luxury of using a pestle. It was the occasional moment Pen regretted forgoing magic.

The knock came abruptly, and Twilight rushes to the door. She flings it open wide, and makes what Pen assumes is a happy noise. A white stallion, rightfully called so, enters, smiling.

"Hey, sis," he says, voice sure. Twilight throws her forelegs around him and returns the greeting.

"Your brother?" Pen asks, soon realizing the redundancy. He looks back down, forgetting what he was doing.

"Yeah," Twilight replies anyway. "Pen, this is Shining Armor."

"Pleased to meet you, Pen," the other colt offers.

GET AWAY, it screamed in its harsh language. Pen snarled at it, lunging to the side as it ran at him. He chased it down, and it whipped about to bite at him. He easily forced a hoof to its throat, forcing it onto it's back from midair. It snarled at him, but more were coming. A large one, for their size, careened into his side, pinning him down.

"Brother, get off of him! He didn't mean it!"

"He attacked you! Who the hay is this guy?"

Pen forced himself to his feet, blooding dripping profusely from his hindquarters, where a tail used to sway. There was much more than his own blood on him, including other ponies'. As he collapsed, his students ran to his side.

"Teacher? Where are you going? It seems like Ms. Sparkle and her brother were calling for you."

Visions of trees and cacti, grass and sand. Pen remembered little of the journey. The plains couldn't have been far. It had to be real.

Water wades up to his thighs, the cool lake soothing to his bruises.

The hot air was thick, like forcing oneself through water.

Faint mumbling.

Less faint, "Pen? Please wake up."

Very clearly, Pen hears "Hey, uh, Pen. Sorry for attacking you. But you kinda started choking my sister."

"Strangle," he replies.

"What?" the siblings echo.

"It's called strangulation. And I apologize. I don't..." He falls silent. Long enough that they leave and he can rest. Peacefully, he's thankful for.

Eventually, Pen is made to speak for what happened. Unsure of how to begin, he breathes deeply. Sitting up in the bed, he passes his gaze over the purple mare, her older brother, the small dragonling, and his own apprentice.

"I really don't know what I can say. I'm not...healthy. In my mind. I'm convinced that it comes from years of experiments and tests. My memory fails me quite often, though I'm glad it's been happening less. But this...this has been a new experience. Memories have come back, so vivid they replace reality. I...I lose myself in them. It doesn't excuse my actions, but..."

"Pen, it's okay." Twilight gives a caring smile, eyes sad. "I know you didn't mean to hurt me."

"But I did hurt them."

"Them?" she asks.

Pen sighs. "There were... I've learned so much about pony physiology and such through...experience. At first, it was only ever donated cadavers. But then, I needed more. We unearthed old graves for skeletons, and...fresher graves for the rest. And even after that, I wanted more. Far in the west, a war was happening between two nations. I don't remember who lost, I merely remember not caring. We took prisoners...and...practiced on them."

"It means he went against orders and got involved in foreign affairs." Princess Celestia clops her way into the medical room, head high. Royal Guard can be seen from the door.

"Celestia, we must stop meeting like this."

"If you stop falling from the sky and attempting to drown yourself, perhaps."

Twilight remains quiet, expecting tension. She quickly notes the half smile on Pen and the air of calm from the Princess, and thus reaches the conclusion the two are still on friendly terms.

"Princess, if I may, what order did he ignore?"

"There were, like he said, two warring nations. They were not ponykind, but they were similar. I had attempted to pacify them so, but they would not cease their conflict."

"I was content to let them kill each other," Pen huffs. "And they did."

"With assistance from you. The command I'd given Pen was to stay away from such affairs. Instead, he went and advised the two nations on how to war into extinction."

"So I told my students." Pen forces himself to his feet, unsteady for a moment. "I knew you would catch wind, so I made sure no one was privy to the truth. Truly, I wanted their secrets before such knowledge was lost. Secrets to magic, things speaking of power and immortality."

"Oh?" Celestia asks, interest piqued. "And what did you learn?"

"I... Nothing that worked out. Something that made me want to leave. And I want to say no more on it." He pushes past Twilight and her brother, and pauses once he reaches Celestia. "I've made a share of mistakes worth an army, but I promise to atone for them. Now that I..." He sighs. "That I know what I've done, I know what needs to be done."

Twilight manages to find Pen in one of the taller spires of the castle. Out on the balcony, he stands against the setting sun. Behind him, to the left of the balcony, the moon has begun its ascent.

"It was only in afterthought that I realized you said I hurt you."

"Pen, forget about that. I'm alright." She stands beside him, and he slowly turns to her.

"No, I can't forget. I want to never forget again." He leans against her, lowering himself. "I want to not hurt the ones I need. The real reason I want to find the Elements of Harmony, the absolute truth, is that I want to learn how to be a friend. I want to be able to trust others..." He raises his head again, eyes closed and tears dripping onto the stone. "I want... No, it's not about want. For me to keep living, I need to be able to find happiness."

There are no words to split between the two as the moon is raised into the sky.