Chapter 2 – A Princess with Glasses

Luna stared into the green eyes of the blue stallion sitting in front of her; they were very unlike any eyes she had ever seen in a pony. Where the coloring of the eye was it was more oval than they her circular eyes looked like, and there was a strange sensation that the pony was looking at her through another set of eyes entirely. His blue coat had several yellow stripes running up and down his hooves and his back, just like Zecora's grey stripes on her coat and hooves. He didn't have a cutie mark that she could see, but she wasn't looking for a cutie mark at the moment. She was too busy staring at those strange, alien green eyes of his.

She didn't even realize that her hoof was still outstretched to try and open a door that was no longer in front of her, nor did she notice that her hoof was holding his nose. A fact he made apparent when he spoke again.

"I said get your hoof off my face." He said in that bored tone again. "I don't like it when a stranger decides to hold my face hostage the moment they walk through a door I was kind enough to open for them."

"Oh, forgive us!" Luna said quickly, putting her hoof down and backing away from him. "We didn't mean to hold your face in that manner, we were trying to…"

"I know very well what you were trying to do." The stallion said, standing up and walking around her and closing the very same door that was behind her and locking it. "Next time you want to walk through a door, knock next time you might get a better response."

Luna looked around at the scenery around her, and saw the strangest place she had ever seen. The door she had been trying to open, and apparently had walked through was perched at the very ledge of a cliff, overlooking what should have been an ocean but was nothing but sand and rocks. The grass she was standing on was soft and very green, despite the evidence of sand nearby and the blazing sunlight. It was also very cool, as the calm wind blew a gentle breeze that made her…

"Are you going to admire the scenery or are you going to figure out what you're doing here?" The stallion interrupted, bringing her back to where she was.

Luna looked back at the pony and remembered what she was supposed to be doing, but in actuality she had no idea what she was doing here. She remembered that she was supposed to be helping The Doctor understanding his memory problems, but she had no idea how she was supposed to do that. She figured to first figure out where she was, as well as who this pony was standing in front of her. "Excuse us, but who are you and where are we?"

The stallion looked at her and smirked. "I know who I am and where we are, but who are you?" He replied.

"We are Princess Luna, Co-Ruler of Equestria with our sister Princess Celestia in the one thousand and ninth year of her reign." Luna said. "Now who are you?"

"I know who I am but I still don't know who you are." He replied, still smirking as he looked at her with those green eyes of his.

"We just told you who we are, what more information do you need?" She said, thoroughly annoyed at this stallions attitude.

"You are a strange creature aren't you?" He said. "You said 'we', but you only gave me one name. Therefore there must be more of you if you speak of yourself as more than one individual. So my question still stands and because you're the stranger around here, I won't answer any of your questions until you answer mine. Who are you?"

Luna really did not like this stallion one little bit, but she admitted that he was right. "I am Princess Luna." She said finally. "Now tell us who you are and where we are."

He smiled at these words and closed his left eye as he spoke. "I am called Ace, and where we are is quite obvious I would think." He said. "We are standing on a cliff overlooking an ocean of sand with a lovely field of grass under our hooves, with a locked door right next to us."

"Ugh!" Luna groaned as she turned and walked away from the stallion. She had enough of this pony and decided to just figure out where she was on her own.

"Now where exactly do you think you're going?" The stallion said as he followed behind her.

"To find somepony who will help me!" She yelled. "I don't know where I am and I only know that I came here by going through some door. So far the only pony I've met is a rude stallion that won't even give me a straight forward answer. I know I'm supposed to be helping a good friend of mine yet I have no idea what I'm supposed to be doing here in the first place!"

"Well before you decide to go running off on some wild fool's chase miss serious mare; perhaps you should check your mail." The stallion said.

"What?" Luna said, not looking back at him and only walking onward.

"You have a letter for you from somepony, perhaps you know who it is but it's not my business to pry into your personal life." The stallion said.

Luna looked back at the stallion to see him easily keeping pace on three hooves while holding a brown envelope. On it were the words 'To Luna, from The Doctor'. "Let me see." She said, taking the letter from him and opening it to find a piece of paper with The Doctor's hoofwriting on it.

-Dear Luna, hopefully this letter reaches you because it will mean that you have successfully entered my mind. I have no idea what you will encounter when you are in there, so be prepared for anything, and I do mean ANYTHING. Most likely if you are reading this then either I didn't have time, or I completely forgot to tell you what you'll be doing once you enter my mind, either way this letter will explain what you need to do. My mind is currently trying to put pieces of memory together and trying to tell me something that I have forgotten. You need to find whatever this memory is, and find the whole thing in order for me to completely remember what it is I forgot. I have no idea what you'll encounter in my mind but watch yourself, my mind will most definitely put up defenses to bar your way. I'll try to help you as best I can but in all honesty you'll have to figure out which parts of my mind will be trying to help you and which will be trying to hinder you. Good Luck!-

"Well that slightly helps me figure out what I'm doing here." Luna said as she wrapped the letter back up.

"Perhaps you're reading it the wrong way." Ace said smugly. "Maybe if you read it upside down or perhaps backward you'll see something that you aren't seeing."

Luna remembered what The Doctor told her about how his mind would be putting up defenses to bar her way, but at the same time his mind would also try to help her. She figured that this stallion was one such part of his mind. However she had no idea if he was trying to help her, or hinder her progress. She guessed that the only way to figure out would be to ask him. On the other hoof she could just always ignore him and simply leave him, that way she wouldn't run the risk of being lied to or betrayed, but at the same time she needed all the help she could get.

"Tell me where I am Ace," She asked him. "and give me a straight answer this time. I want to know where I am exactly."

The stallion looked at her with a mixture of smugness and genuinely impressed at her words. Then he closed his left eye and responded in a tone similar to before but was actually curious. "Well Luna if you must know, we are currently at the sixth highest layer of the kingdom of Up." He said cheerfully. "Above us is the castle of the King of Up, and beneath us are the five lower levels of Up in which the king's subjects and workers reside."

"Very well, then I guess I have to figure out where this memory that The Doctor is asking me to find could possibly be located." She said, turning to walk in the direction she was going before Ace stopped her with the letter. "Thank you, but I must be going now, I have much to do and I have no idea how long it will take me."

Ace chuckled as she left and started following behind her again, not trying to stop her but merely following her as she made her way. "Do you have any idea where you're going little lost mare?" He asked her. "Unless I'm wrong you have no clue as to how to achieve what you're hoping to achieve. You have no idea which way to go and, unless I am wrong you have no clue you can trust, and you certainly can't find anything around here wearing those glasses now can you?"

"What glasses?" Luna asked as they passed by a lonely tree that, for some reason, had mirrors hanging from its branches instead of leaves.

The stallion smiled at Luna as he sped up and ran in front of her to grab one of the mirrors and then turned to let her see her reflection. She immediately saw what he meant by glasses, because sitting right in front of her eyes without her ever knowing was a pair of blue blocker glasses. She widened her eyes and tapped the glasses with her hoof, not knowing that she had ever been wearing glasses the entire time.

"Yes you are wearing glasses my dear Luna, something that is not exactly smiled upon in Up." He said, still smiling as he held the mirror for her to look at. "You see glasses here are not like glasses where you are from. You wear glasses where you are from to see things more clearly. To wear glasses here means to mark an individual as one who is either not mad or refuse to accept their madness. They choose to look like those who are familiar and try to hide themselves under the guise of an ordinary being they want to see."

Luna was still getting used to the idea of not knowing she was wearing glasses the entire time, and only just noticed the words Ace was using. "Madness, what do you mean madness?"

"Madness… isn't that a strange word." The stallion said, dropping the mirror and now circling Luna with a confident smile. "What is madness, is it a state of mind that a being can enter and exit at their free will? Is madness a mental condition that beings suffer when they lose their sanity and cannot regain a sense of who they really are? Or is madness merely a sense of enlightenment that not even religion can give, because nobody believes a mad being when they themselves do not accept their own madness? All are wonderful questions that one has to answer on their own, but here in Up everybody is mad… and if you aren't mad… you are wearing glasses."

"Then I should get rid of these glasses, correct?" Luna asked as she started to take the glasses off.

The moment she moved to take the glasses off the stallion grabbed her hoof and looked at her very seriously. "Luna don't even think of taking those glasses off while you are here… unless you wish to accept your own madness henceforth!" He said very slowly and very clearly. "Those glasses you wear are the only thing keeping you from going mad, from seeing the world around you in eyes that can still be deceived and willing to accept what you wish to see. Remove them and you will have no choice but to see the truth of the world, the truth that everybody hides from their neighbors, friends and family!"

He let go of Luna's hoof and closed both his eyes before opening his left eye. "When one is mad they become privy to discrete motives and details one shows every day of their life. So subtle are these motives that even the ones who make them aren't aware of them, and the only reason we are aware of them is because we are mad and nobody believes a mad being."

Then he opened his right eye and Luna had to do a double take, because while his left eye was still the green she knew his right eye had turned yellow. "The glasses hide you from what you would really see, so unless you wish to accept what is around you don't take those glasses off. Those glasses blind you to the truth, and it is a blindness that many accept and want because of the comforts it offers. Those glasses mark you, and if you remove them you can never put them back on without certain… assistance, and there is almost not a single being in Up who would willingly help you with such a procedure. So I warn you now Princess Luna… don't take off the glasses for now."

Luna nodded slowly to make sure he knew that she understood before he blinked and both eyes returned to their normal green color look. "Now then let's get back to the business you came here for, what is it that you came here looking for?"

"Yes… can you help me… find a certain memory?" She asked nervously, still not sure if he was trying to help her or hinder her.

Ace continued to smile again and gestured at her to follow him. "Very well Luna, I'll take you to the staircase that will take you to the King, but that's as far as I'll go for now." He said.

With no better idea Luna followed the strange stallion. She followed him for a very long time, looking around hoping to see something new but all she saw was and endless field of grass. The stallion led her one way, then led her down another direction, and led her in a third direction. His path was extremely confusing to Luna, all she saw around her was unending field of grass, and she didn't know why he was walking this way. Finally as he took her on a zigzag pattern, she decided to ask him.

"Excuse me but why are we walking this way?" She said. "Why not walk in a straight line, there's nothing but a field of grass and nothing for miles around."

"The same reason you are wearing glasses Luna." Ace said in that smug manner of his. "Because you are wearing glasses and I am not."

Luna sighed and decided to just let him walk on his way, guessing that he saw something she clearly did not see. However after nearly an exhausting hour of walking she finally saw where he was taking her. Further into the distance was what could only be described as, an endless staircase rising higher and higher into the sky. The staircase continued to spiral upward until it pierced the sky and beyond her sight. As she got closer she noticed that the staircase also went down into the ground, but after the first corner she could not see any deeper.

"Welcome Luna to the Endless Staircase!" Ace said cheerfully. 'This is the only way to ascend or descend from one level to another in Up. You want to speak to the king about this memory that you have been sent to find. I wish you good luck."

"Is there some kind of etiquette that I must adhere to when speaking to him?" Luna asked as she tried not to picture herself climbing those stairs.

"Only that you watch your tongue Luna, after all I'm not the one wearing glasses." He said.

"Well it shouldn't take me long to fly up there." Luna said as she tried to extend her wings in preparation for flight, only to find that they weren't working.

"Sorry Luna, but that's not how it works here." Ace said as he chuckled at her attempts to fly. "Staircases are made to be climbed not flown up, you can't cheat the king in Up. Well, off you go. Conserve your strength and watch your step. It's a looooooong way down… a very, very long way down."

Ace chuckled cheerfully as he walked away, skipping merrily and whistling a tune that she couldn't recognize, leaving Luna to look up at the now very tall staircase that she was preparing to climb on her own, and picturing herself falling a very long way down to the hard surface she was standing on. Taking a very deep breath and looking up, she started climbing the Endless Staircase. Upward she climbed, for ten minutes before she took a glance down and immediately looked back up. Flying had never made her feel this afraid of heights, after all she was able to fly as high as any Pegasus could fly, and she could easily land at her own leisure. However because she was unable to fly here on the Endless Staircase meant that if she missed her step, she would fall for a very long time before she touched the ground again.

She climbed and she climbed, continued to climb that staircase wondering just how high it would go before she reached the top. Each step she climbed seemed to take her more effort to prevent her from looking down, which was starting to get harder with every second and every step. After another thirty minutes she was beginning to feel very lightheaded, and saw clouds fluttering still very far above her, but still there was no sign of this great castle or, wherever this king was said to reside. Luna was undeterred however, and continued to climb the staircase. If this was some kind of trial to keep weak and fool hearted ponies from climbing up to see the king then she was determined to prove her worth.

"To think…" She gasped as she kept climbing. "We gave up… a nice quiet… night of sleep… and lying comfortably… in a warm bed… to come here."

"What is taking you so long?" A voice said cheerfully to her right.

Luna looked, and was so exhausted by climbing that she couldn't even spare the energy to jump in surprise. Ace was somehow keeping pace with her, and not only that, skipping alongside her as though he were taking a nice long and leisurely stroll down a park lane. He was also whistling a merry tune as he skipped next to her with his smug look on his face as she gasped for breath next to him.

"How… are you… so…" Luna tried to say, but she didn't have the energy to spare for talking as she continued to climb the stairs.

"Ah the staircase, yes you probably have noticed it's a very long way up." He said cheerfully. "Well here's a little trick for you to remember, take a look at the ground Luna."

Luna shook her head, knowing that if she looked down she would see how high they were and would lose her balance easily.

"I promise you won't fall Luna, so take a peek at the ground." He said.

Luna gulped, and closed her eyes before turning her head to look down. Then she slowly opened her eyes and stared… at the ground just two feet below her. "What… the…"

"You see Luna, the Endless Staircase gets its name because of the way it confuses your eyes." He said as he jumped off the staircase and watched her gasping for breath. "The trick to climbing this staircase is to forget your climbing a staircase to begin with. Whistle a tune while you walk and forget you are even climbing upward; pretend you are walking in a straight line. Then you will find yourself where you weren't before. Good luck Luna."

He skipped along merrily again and left Luna to gasp for breath and look back up the staircase. –How can whistling and forgetting about a staircase make me climb it faster?- She thought to herself as she pictured how big that staircase was. –Pretending something is smaller than it is doesn't make it any smaller than it really is. Right?-

She decided to try Ace's suggestion and started whistling a tune her guards once whistled when they were watching over her as she ate her lunch in the gardens. She had liked the tune and so they started whistling it every time she ate her meals in the gardens of the palace. She closed her eyes, and started pretending to walk in a straight line as he suggested. She almost forgot she was climbing a staircase five minutes later when she opened her eyes and found herself staring at… a palace floating seemingly on its own in the sky. She looked down and QUICKLY looked back up and walked toward the palace door at the very top of the staircase.

The palace looked, for all intents and purposes, very similar to the Canterlot Palace except that there were stone chess pieces instead of pony statues. She entered the gate and followed the same route that she would have taken to the Canterlot Palace throne room. She looked around the walls and saw many paintings lining the walls, and none of them were pony… at least in origin. They featured alien creatures… that wore lots of clothing and stood on two legs. Some looked heroic, others looked terrified, and others still looked dangerous. Each painting featured the same… pony… pony because she couldn't think of the species' name.

(Will you stop admiring the paintings, and stop keeping me waiting!) A male voice suddenly shouted. The voice came from all sides as though they were all speaking to her. (I may be a king and be sitting on this throne at the top of the Endless Staircase, but even I have things to do! Get going and hurry up, I haven't got all day!)

Luna walked faster to the throne room, not wanting to keep this king waiting, especially after the display of his voice being able to reach her all the way from the throne room, if that was indeed where he was waiting for her. She saw the throne room door and quickly slowed down so she could catch her breath and to make as good a presentation as she could. She brushed her mane back as best she could, cleared her throat and knocked on the throne door three times to announce her presence .

"ENTER!" The voice said imperiously.

Luna walked through the door and toward the throne where saw the king sitting at the far end of the room. He looked like very much like The Doctor, except his eyes, mane and trappings. The king's mane was pure black, and his eyes were yellow and red, one eye being yellow and the other red. He wore a large heavy cape of lavender and gold. He wore a crown of thorns with roses and lavender flowers decorating it. He was staring at her with a look that told her with just one glance, that she was not welcomed and everything about her he clearly found repulsive.

He tolerated her, but that was the extent of his feelings.

"Greetings your majesty." Luna said as respectfully and gratefully as she could, as she bowed to him and knelt on one knee. "I am Princess Luna of Equestria, and I come to ask for your assistance this day in my quest to help a good friend of mine."

"Stand Alicorn." The king said imperiously.

Luna did as he said and stood up to look at him. She probably thoughtit was just her imagination, but for some reason he seemed to be even scarier then she had imagined.

"You come to me and ask to help you in your quest to help a good friend of yours?" He asked. "Do you really think that I would bend knee and help you simply because you asked for it? Do you honestly believe that because HE sent you here that I would assist you in this mission you have undertaken? I don't think you understand your position here little pony!"

"But… you have to help me; The Doctor is suffering nightmares that he is trying to understand the meanings of." Luna said hastily, trying to convince this king to listen to her plea. "He sent me here because I offered to help him remember a memory that continues to reappear before him each night for the past four nights. His wife is worried about him and…"

"I am fully aware of his family relations and of course the source of his nightmares!" The king said in a bored voice, now standing and walking to look at her on eye level. "The question is not why am I not helping you; it is what do I gain by helping you? I need a better reason then what is currently on the table! You have asked for my help, but WHAT DO I GAIN by helping you?"

"Well… I uh…" Luna tried to say but the stallion moved closer and stared at her with angry eyes.

"You glass wearers all think alike, you think that because you may see everything that you know everything!" He shouted as he paced around her now, never taking his eyes off of her. "Listen up, you wear glasses because you do not see everything, and because you choose to not see everything then you choose to BLIND yourself the truths of the world. The truths that ponies refuse to accept, the truth that they cannot accept, and the truths that they refuse to believe exist! You think that because you were INVITED in here that I would simply, HELP you? I don't THINK SO!"

He came back into her line of sight and stared at her one more time, eye to eye. "I know everything that happens in my kingdom, I am privy to every single piece of knowledge and information that happens in my kingdom!" He said. "Nothing happens that I am not aware of, I know full well that you are here searching for a memory that has been plaguing HIM for the last four of his nights. I am fully aware that the reason for his nightmares is because he has forgotten a memory. I have spent the last four nights erasing all traces of that memory, and even though some PIECES still remain, they are insignificant and too sparse for him to recall their entirety. Only I have the last remaining memory, and I will not help you ruin all the work I have spent to make him forget!"

He turned away and walked away from Luna, not paying her any more attention. "Leave now, there is nothing more I have to say to you, and I grow tired of talking."

"BUT YOU HAVE TO HELP!" Luna shouted desperately, this king had the answer she was seeking; she just couldn't turn around and walk away when she was so close to succeeding. "Please you have to help me…"

The stallion turned instantly and raised his hoof to her, and suddenly she felt the air around her grow fainter, and her breathing becoming much harder. Her head was spinning from sudden lack of oxygen and she started choking as her hooves reached instinctively to her throat.

"Remember your place, PONY!" He said loudly. "You are only a Princess out there; in here you are nothing but maggot food! I control everything here in my kingdom; with one hoof I can stop you from breathing. With the other I can control your body and make you turn inside and out. With my own thoughts I can make your blood pour out of your body!"

"And with your brains you can bore ponies to death." A dull but very familiar voice said suddenly, causing Luna to collapse onto the ground and breath normally again. She looked up as she gasped for breath to see Ace standing behind the King, looking at him with eyes that were both smug and angry at the same time.

"Ace… when did you get here?" The king said, looking not so confident or as empirical as he was a moment ago.

"Answer me this before you speak again of matters that you already know of, were you about to harm a guest of his majesty's kingdom?" He said, walking over to Luna and somehow producing a glass of grape juice from nowhere to give her.

She drank the juice and felt strength pour into her limbs.

"No… of course not Ace… I would never harm a guest, you know that." He said slowly.

"I know what I know, and I know what I see, if his majesty is indeed as honest as he seems then he would be up for a game as simple as one two three." Ace said confidently, and he took a deep breath and blew out, and all the lights simply vanished.

Moments later the lights turned back on, revealing a large table between Ace and the King, both were seated and staring at each other as they held a couple of playing cards. Luna remembered such a game that she and The Doctor once played with aboard the Tardis with Ditzy during moments of boredom that also used such cards, if she recalled correctly the game was called Poker. Although she never quite understood the rules, she knew that the winner of the game was the one with the best hand. Both the King and Ace had several stacks of differently colored chips, and both had two cards apiece.

"Tell me your majesty, what does it mean to treat a guest of his majesty's kingdom?" Ace said as he picked up three cards and placed them face up on the table from the deck nearby.

The cards read Ace, Queen, and King of Spades.

"It means to not harm a guest that does not have unreasonable demands." The king said as he looked at his two cards and placed several chips into the center of the able "We call!"

"Raise…" Ace said calmly as he put more chips into the center than was required.

The king looked at his cards than at the card on the table, than took a number of chips and put them in the pile. "We call then."

Ace took another card from the deck, and put it next to the three on the table. The card was, Ace of Heart.

The king looked at the cards than at his hand again, and put a large pile of chips into the center of the table. "I raise my bet… by six hundred."

Ace looked at the pot and without hesitation, equaled the amount of chips. "I call your bet." He said.

Ace took another card from the deck and flipped it over next to the others. The card read, Queen of Diamonds.

The king looked at his hand again and knocked on the table a few times. "I check."

Ace looked at the king and pushed the rest of his chips into the pile, which was a substantial amount. "If the king does not show his courage in the face of adversity or the unknown, how can he expect his subjects to follow his lead? All in…"

The king looked between what was left of his chips, to the cards on the table and in his hooves, than nodded and pushed the rest of his chips into the pile. "I all in as well… I have a full house, King high with Queen Pair!"

Ace looked at the three kings and two queens on the table, before he flipped his cards over, revealing his hand. "Four of a kind… Four Aces with King high."

The king looked between the cards and Ace, and glared at Luna as though the reason he had lost was her fault.

"Though it was not your fault we should not wait another minute, forgive me Luna but we must retreat post haste!" Ace said as he took his hoof and swung it at her, causing her to blink.

It felt like a few minutes but the next moment she opened her eyes she was on the ground below the endless staircase. The grass was just as green as it was before, and lying next to her, breathing heavily and covered in sweat was Ace.

"What happened up there?" Luna asked finally. "One moment I was being choked, then I was watching you two play a game… and now were down here?"

Ace stood up, shook his mane and looked at her as cheerfully as before. "Well if you wish to know, here's the simplest answer that can be given." He said. "The king and the ace are two forces fighting in the deck of cards; the king is always the highest card in the stack. However for just brief moments in the game of poker and blackjack, the ace of suit can for brief moments become eleven whereas the king can only equal ten at most. His majesty may rule us all from high above us, yet it is my job to make sure he is kept in check and to humble him constantly to remind him that he is not a deity among us."

Luna nodded in understanding, finally seeing the relationship between this strange pony and that king sitting in the throne. "I see, well can you help me find a way to persuade him to help me." Luna asked him, knowing who her allies here were and who her enemy was. "He said he had the memory that I seek and that he alone has it in its entirety. I need to convince him to give it to me."

"I'm afraid dear Luna that this is the end of the road for you my dear." He said sadly as he turned to walk away. "You see no amount of arguing and pleading will convince him to surrender that memory to you. All you will do is waste your time and perhaps your life, I'm afraid the only path open to you now is to leave and walk away. There is nothing more I can do to convince him to help you, I am merely an Ace and there is nothing more to be seen from me."

"No, this can't be all I can do!" Luna said desperately. Doctor Hooves was counting on her to find that memory, and it was literally right above her head. She HAD to do something to get it!

The moment she gave that outburst, Ace turned and grinned at her. "Yes… there is a way you can get him to give you the memory." He said quietly. "You can force him to submit to you… and give you the memory. Of course in your current state it is impossible… for you are bearing glasses and know not the meaning of madness, whereas he is the king of a maddened mind, and can control everything he sees because of that madness. If you are to contend with his power… you too must descend into madness."

Luna was confused, how could she descend into this madness which the stallion spoke of. "How do we do that?" She asked nervously.

He pointed at her face, more specifically at her glasses. "You must remove them so that you can awaken your madness." He said seriously. "You see Luna, these glasses protect you from madness, but madness can actually be a powerful thing if utilized and understood. Madness… is a helpful state of mind… or it can be a harmful condition… depending on what one thinks of it as, and how well they understand it."

"I can… learn this madness which you speak of?" Luna asked curiously.

"When you understand madness from your perspective… you unlock your own madness Luna." He said quietly. "Of course there is one problem little Luna. I suggest you listen carefully to what I have to say."

Luna listened to him as he circled her just as the king did; only he was not glaring at her but watching her with careful eyes. "Madness can be expressed and understood, but only if you are willing to descend into it." He said slowly and carefully. "Once you descend into madness there is no going back to the way you were, you must accept and embrace your madness and live with it for the rest of your life. The only way to accept your madness and to descend into it is to remove the one barrier that protects you and keeps you 'normal' to other ponies from where you are from."

He stopped in front of her and pointed at her glasses again, but smiling this time as though he knew what she was going to do. "So choose carefully Princess Luna… once you remove those glasses, there is no going back." He said. "If you want to descend and learn just how great your madness can be, how ANYONE'S, ANYPONY'S madness can be, then you must remove the glasses. Only then will you be able to gain the madness, and the resulting wisdom necessary to overcome the king's power over you. But in doing so you will have no choice but to forever accept and embrace your madness, and walk among the ponies you know and realize that they are no longer the same to you as you are no longer the same as them. You must also accept that you can never reveal your madness, for fear of being rejected and shunned by those you know… for only the mad can ever truly understand and accept the mad."

He then somehow… produced a picture of a map showing where they were and where the door was. "Or you can keep the glasses on, and go back to him… and simply tell him that you could not help him and that you did your best." He said seriously. "Nopony will question you and nopony will be angry or upset with you. You can continue to be a normal pony out there, and can continue to reside among those with your madness untapped, and completely ignored. You can continue to be yourself as you are now."

Luna looked at first the map and then looked up at the sky with the Endless Staircase. She weighed her options. First she pictured leaving The Doctor's mind and telling him that she couldn't find the memory. He would accept her answer and proceed to figure out another way, nopony would realize that she was lying. She figured that even her memory would be altered so that she would believe her own lie was genuine, not even she would realize the truth. She could leave right now… all it would take was one step…

"I can't do it…" She said as she moved her hooves to the glasses on her face to take them off.

/watch?v=O0i6YFrSs6c

Ace grabbed her hooves before she could touch the glasses and looked at her one last time. "Remember… once you take them off, there is almost nobody here who can help you put them back on." He said as he let her go again. "Only you can take them off, but once you do it is permanent…are you sure you want to descend into madness? There is still time to turn around… and return to where you were. To be like those around you and to be able to walk among others just like you as you are now. Once you take off these glasses however… you take the first step… into madness. There is and will be no going back from that point onwards. Are you prepared to take that step?"

Luna nodded, "Yes I am."

Luna touched the glasses, closed her eyes, and pulled the glasses off of her face. It felt like something was fighting to hold her back, like her own hooves were trying to keep her from taking the glasses off. She felt resistance with each inch she pulled, with each second it felt longer. She felt the tips of the glasses slide across her coat and away from her ears, away from her eyes and inch slowly forward away from her face. Something in the back of her mind cried and begged as she pulled the glasses, as though it were trying to stop her from doing so, but at the same time there came a voice that screamed and skipped with joy as she did so, as though she was doing exactly what she was destined to do all her life!

When the glasses left her face she shook her head and mane, knowing that she had passed the point of no return and she decided that it was time to take the next step in her descent to madness. She opened her eyes to take her first look into a world where she was well and truly mad! Everything… was different… not a single detail looked the same as it was before.

There were colorful trees and there was a vast lake where before there had been nothing but grass. Animals of all shapes and size were here and there among the trees and above them, insects large enough to fit on her back to being so tiny that they vanished in the blink of an eye that she could not even begin to describe fluttered and buzzed this way and that, every tiny, microscopic thing that she could IMAGINE was DIFFERENT!

It was incredible… and at the same time… terrifying.

She looked at the stallion she knew as Ace, and he looked very much the same, but his eyes were both different colors now. One was green, and the other yellow. He nodded at her and smiled at her new look. "Welcome to the club Luna, fringe benefits include a free cup of tea and of course your first lesson in understanding madness." He said as he held out his hoof and took the blue glasses from her. "Since you won't be needing those I will just take them away for now and hold onto them."

He beckoned her to follow him and led her over to a fairly large tree with a very large trunk. Hanging from a tree that had no leaves were instead brushes... and paint, yes she was looking at paint and brushes hanging from a tree that had no leaves. She figured that this was all a part of being mad, and she suddenly realized why he had taken such a strange path to the Endless Staircase, she couldn't even walk ten steps in a straight line in this forest, let alone find the clearest path through it. He took the nearest brush and a tube of black paint and dipped the paint onto the brush.

"Your first lesson in madness, is your perception… let's see if you can see two things from one image."

He took the paintbrush and painted a door and doorknob, complete with depth and shading. "Now Luna, this is where I live." He said, pointing at the doorknob. "Go ahead and open the door for me."

"You're kidding right?" She asked incredulously. "It's just a drawing of… a door and a doorknob… right?"

He smiled as he took a hoof and… turned the doorknob and pushed the door inward, revealing a fairly small and simple looking living space inside. The room was made of drawings and designs of rooms and doors, which she could not figure out. "I go where I please Luna." He said as he led her inside, closing the door behind her. "Now wait here while I grab the pictures."

He left the room by walking… up the wall and into another room on the ceiling, then he came back behind Luna by walking up through the floor and right next to her, carrying three sheets of paper with ink doodles on them.

"Now Luna, I'm going to show you three images, you tell me what you see now thanks to your new sight." He said as he held up the first picture. "What do you see first?"

Luna stared at the picture and saw what looked like an oddly shaped white lamp. "A white lamp." She said.

Ace nodded and pointed at it again. "What else do you see?"

Luna looked closely, and noticed that the image also looked like two white ponies staring at each other and smiling. "Two ponies smiling." She said.

Ace smiled and put the image down and pulled up the second one. "What do you see in this picture?"

Luna looked at the picture and saw, first the image of a handsome stallion staring away from her, and then an ugly looking colt looking at her. She told Ace this and his smile widened as he put the image down and showed her the third and final picture. The final image she saw confused her at first, but then she realized what it was.

"It's a picture of me in two halves, one with glasses and the other not." She said.

"Well done, you pass!" Ace said as he threw the picture on the ground and led the way out of his home.

They went back to the Endless Staircase and Luna saw where she could walk down to descend into the lower levels of Up.

"Luna in order for you to understand how to fight the king on equal footing, you must first descend into the five levels of Up, where you will discover five different levels of Madness." He said seriously again. "The level below us contains the Memory Factory and the surrounding city of Memoirs, where all the memories he experiences are stored and examined. Below that level is the city Opera Phantom Theatre, which lies in the outskirts of the city of Fantasia. The next level is the residence of the Duke of Lust; his domain is the castle of Toradorapora. The next two levels are the slum districts of Low Life's and Scum Bags, where the light of Up almost never reaches and all hope for better life has vanished. By the end of your journey you will have located a total of five keys, which will unlock the safe containing the unaltered memory you seek, this safe resides in the hooves of the king above us. Once you make it through all five levels of Lower Up, you will be ready to face the king with your newfound understanding of madness, and then not even the king will be a match for you."

He turned around in a circle and produced a large ring which he wrapped around her neck. "This ring will allow you to carry the keys with you at all times when you find them, and because we are all mad nobody will think anything strange of your fashion statement. I will also be following you in your shadow, so as to guide you and point you in the right way. Good Luck Luna."

Then ace walked around her one final time, and vanished as though he had fallen through the ground. She looked at her shadow and noticed a yellow spot where her eye would be if her shadow had eyes. Then she turned to the Endless Staircase and proceeded to walk down the staircase, knowing that from this moment onward, she would never be the same again.

She would come out of The Doctor's mind, a mad pony.