Chapter 3 – The City of Memory

"Exactly how much longer is it before we reach the next level?" Luna asked as she rounded the hundredth torch as she descended the Endless Staircase.

"What are you so in a rush to do Luna?" Ace said jokingly in her shadow, his yellow eye watching her constantly as she walked down the stairs.

"I'm just saying that I have been walking down this staircase constantly for the past thirty minutes." She said in a bored voice. "You keep saying that the Memory Factory is right below us yet every time I turn a corner there are more and more torches. How much further is it before we reach Memoirs?"

"Patience Luna, you must learn the value of being patient." He said, and she swore that he was smiling as she spoke to him. "After all just because it's a long way to the city doesn't mean we'll reach it any faster if we walk than we would if we ran. Slow and steady wins the race, the tortoise always beats the hare and the clouds drift faster than the storm that they bring."

"I think you just like hearing yourself talk." Luna said as she looked back up and focused on walking down the stairs.

"Whatever gave you that impression?" Ace said heartily.

It had only been maybe a full hour since she had removed her glasses and accepted her destiny in becoming a mad mare, and in that time she had gained no new insight and no sudden burst of wisdom beyond even her sister's years as Ace had promised her. However she did learn one thing about The Doctor's mind so far, he really did like to hear himself talk. For the past ten minutes Ace had babbled on and on about inconsequential topics like, what was it like to have a horn AND wings, as though that was the most important thing they could be talking about at the moment.

Once she finished telling him that she had no opinion about what it was like to have a horn and wings, other than she liked having them, he asked her about her mane and questioned how she got it to flow the way she did. Finally after a good five minutes she just ignored his questions and continued to walk down the staircase, although now after his little chat with her she saw a reason for his rambling. If they were going to have to walk for a long time, they might as well have something to talk about.

She decided to take his example and ask him a question, but this time asked him in her traditional Canterlot tongue.

"Tell us Ace, why dost thou choose to hide in our shadow instead of walk alongside us as we descend into the lower levels of the city?" She asked him, looking at the yellow eye in her shadow that told her where he was looking.

"In truth Luna, I am hiding in your shadow for a very simple reason." He said, and his eye looked at her in a grin, although how he managed to do that was beyond her mind. "You see Luna, I am forever banished from crossing below the sixth level of Up by order of his majesty the king. By his command I cannot descend the staircase as you did, so the only way I can go down the stairs with you is to be your shadow. Does that answer satisfy your curiosity?"

"You were banished?" Luna asked, shocked that such a thing could happen to a stallion of his capabilities. "How did that happen?"

"You are a curious mare aren't you?" He said cheerfully. "Still to answer you, the reason I was banished is because I humbled our king during the second year of his life. The king had wanted to remove all evidence of certain memories involving a specific creature in his life. Naturally, I opposed the idea of destroying so many wonderful memories. I humbled him and for my services, he banished me, never permitting me to descend below the sixth level of Up, however he still does allow me to ascend to the seventh and final level due to my station and standing among his subjects."

"How long…" She dared to ask, but he seemed to have anticipated this question and answered before she could finish.

"Long enough to know that compared to me you are a newborn, so don't ask how old I am." He said. "The cardinal rule states that you never ask a lady her age, but if I were you I would respect your elders and respect my wish to not tell you my age. I was here at the beginning and I will remain until he goes insane… which I hope never happens."

"What is the difference between insanity and madness, aren't they the same thing?"

"Insanity is a condition of one's madness when it has gotten out of control. Insanity drives you to make decisions that you would never make if you were calmer and were aware of your surroundings, which is why madness is so feared and misunderstood. When one is mad they are able to see things that nobody else sees, and understand things nobody else can. How far you go into madness depends on your own willingness to embrace it; of course you must be careful when going too deeply into your madness. For once you cross the border of madness and insanity, there is no going back… you will lose your mind until you are nothing but a raving mad pony."

Luna had nothing to say to that little statement, so she continued to walk in silence and absorb that little piece of information. So far she had learned that while madness could be a good thing, it really had its downsides, a lot of them from her perspective. Wanting a change of topics to pass the time she spoke up on something she had been curious about because so far she had only seen two individuals in The Doctor's mind.

"So… these subjects you speak of, how many are there?" Luna asked.

"Below the sixth level are ALL of his subjects, there are no others besides me and the king on sixth or seventh level." He said as they continued to walk down the stairs. "As for how many there are in the kingdom, do you honestly expect me to keep track of every individual?"

"Wait… you're all alone up there?" Luna asked incredulously. "You and the king are all alone up there, while all of his subjects are down here? How long have you been alone in that forest with nopony to talk to except for a… mad king who also sits alone in that palace?"

"Yes." He said as though it were a normal thing. "I used to go down into the lower levels to have fun and talk to some friends of mine, but ever since my banishment I have had no choice but to sit, twirl my hooves and have one sided conversations with the trees and clouds. It's very boring and all but you get used to it. On the plus side I learned that trees are very slow to talk, took me about six days just to get one tree to say hello to me."

"Well at least your banishment is better than mine was." Luna said in a matter of fact tone. "I was forced to wait on the moon for a thousand long years. You at least have a beautiful forest full of life and wonders to reside in."

"It only looks that way because you saw it for ten minutes at most, after a very long time it gets very dull and boring." He said, no longer sounding as smug or cheerful as before. "Now do you understand why I am talking to you so much?"

Luna nodded as she felt a sort of kindred connection with Ace as he hid in her shadow. He too had been banished from a world he was familiar with, not permitted to even talk to another pony like himself. However his torture was much worse when compared to hers, while she had been imprisoned on the moon for a thousand years, he was banished from simply walking down a staircase. He was the only residence of his level, and for the rest of his life he cannot walk among others.

She couldn't help but feel pity for him.

"Oh don't feel sorry for me, I said I am banished from descending the staircase to the lower levels from the sixth level." Ace said smugly. "However once we get to the fifth level I will be free to descend the staircase and ascend it at my leisure. I love loopholes, don't you?"

"Loopholes?"

Ace sighed as his yellow eye vanished momentarily before reappearing again. "You and I have a lot of work to do."

Luna continued to walk for several more minutes before Ace spoke up again.

"Luna close your eyes for a few minutes." He said suddenly.

"Why?" She asked nervously.

"Because if you don't you're going to be temporarily blinded by the light, and you might accidentally fall down." He said dully. "I'm sure you realize that because you are on the staircase you can't fly, so a very long fall might be excruciatingly painful for you."

She nodded, knowing that he was serious and closed her eyes. She slowly continued walking down and a few steps later her eyelids were bathed in light. She let her eyes adjust to the light for a good five minutes before opening them.

"Welcome Luna, to the city of Memoirs." Ace said proudly as Luna looked at the vast city below her.

The city of Memoirs was vast, so much larger than any city she had ever seen before or even believed could extend, it seemed to stretch into the distance beyond the horizon. Although she figured that the city would indeed spread so far into the distance, and it wouldn't surprise her if it went even further. There wasn't also just a bunch of houses either, right below her, though it was actually much farther, was a massive building that was at least fifty times the size of even the largest house in the city. It was so large that Canterlot alone could have fit inside the factory ten times, and still had enough room for an extra palace or two. The city surrounded the building, which she figured was the Memory Factory that Ace spoke of. The Factory had a spire which was expunging a strange white substance similar to smoke into the air, and that substance was constantly being blown this way and that way by the wind, taking the shapes of clouds.

"Amazing…" Luna whispered as she watched a cloud from the factory's pillar float toward the staircase.

"Can we please move along Luna?" Ace said dully. "As much as I enjoy sightseeing, your shadow isn't exactly as solid on these stairs down here as it was with all the torches up there in the cave. I would really appreciate it if you could descend these stairs as quickly as possible."

Luna looked down at the stairs and noticed that her shadow was indeed less prominent because of so many sources of light. She could only see the outline of her shadow, and his yellow eye. "Of course, sorry." She said quickly as she began to walk down the stairs at a slightly faster pace. "While we walk, would you perhaps give us a small explanation of this city so that we will be familiar with it when we arrive?"

"Alright, let's see where do I begin?" Ace said to himself as she continued walking down the stairs. "During the first days of his madness, the city of memoirs was created around the Memory Factory, so that we may provide the necessary bodies to work and store the memories that have been formed and collected throughout the ages. The factory itself is the main storage facility for memories, and has been since I was created. Not a single memory that exists here or below, that has ever been stored and remembered without passing through the factory at one point. There has only ever been one being in the city of Memoirs that has ever controlled the factory. Rogar, the one of fifty eyes, he's an old friend of mine and has been since the day he took on the job of Director."

"Will he help us in our quest to increase the strength of my madness?" Luna asked as she watched a cloud float by her as they descended further down the staircase.

"Well he MAY help you Luna, depending on how you treat him." He said. "The last time I saw him he was in a different shape than what you and I are, almost all of his majesty's subjects will have assumed the new form by now, but still I do not know how he will look or how he will act to you. Perhaps he may be hostile, or he may be friendly. After so many days and nights of observing, recording, storing and retrieving memories for his majesty I have no idea how he will ever act. Although he still does owe me a favor or two, so you have that in your favor at least, we can perhaps get him to help you."

Luna nodded and decided to focus on climbing down the stairs, whistling the tune she had sung earlier while climbing to the king's castle. After twenty minutes of singing she finally reached the bottom of the staircase and found herself getting off in what appeared to be some kind of station to climb or descend the Endless Staircase, but it was completely devoid of ponies. She looked at her shadow to see if Ace was still there, but he was gone.

"It's finally good to be back here in Memoir!" Ace said to her right as he stretched his neck and hooves. "Thank you Luna, you have no idea how glad it feels for me to be able to walk down here again!"

"Our pleasure… we hope…" Luna said as she started walking from the empty station toward what she hoped was a busy street. "Now which way is it to the factory?"

"Well you saw how big the factory looked from the staircase didn't you; wouldn't logic suggest that all you had to do was find the biggest building and walk toward it?" He said smugly as he followed behind her.

"Don't even talk to us about logic at this point." Luna said as she looked back and glared toward the stallion, annoyed at the way he was toying with his words to make fun of her. "After convincing us to remove the glasses and accepting madness, don't start talking about logic and sensible decisions in such a joking manner. We gave up our old way of thinking to learn the ways of madness, don't even dare talk to us about what is logical."

Ace smirked at her and winked first his left then right eye at her. "As you wish." He said.

They walked out into a very busy street jam packed full of ponies carrying bags and wearing strange clothes that covered most of their bodies and even their hooves. They bore similar resemblance to the clothes in the paintings that lined the king's palace, however these clothes were definitely not designed to be worn by whatever species was in those paintings. These ponies walked up and down the streets going about their business, none of them wore glasses, although some of them had deep indented markings around their eyes as though they had once worn glasses heavily.

Once she walked into the street all the nearby ponies watched her with sudden interest, mostly focusing on her eyes as they whispered among themselves and pointed at her. The mares looked at her with shocked expressions as they pointed at her coat and mane, the stallions however talked among themselves and couldn't stop looking at her with their eyes while smiling and talking animatedly with their fellow stallions.

"What are they all whispering and pointing at me for?" Luna whispered to Ace.

"Well isn't it obvious, they are looking at you and talking about you." Ace whispered from her right.

"I don't get it, what's so strange about me?" She said, turning to look at him and only just noticing that he was wearing the same style of clothes that the other ponies were wearing, a heavy dark brown coat and strange brown leggings. "Where did you get those clothes?"

"Honestly Luna you ask too many questions from me, isn't it obvious that while you were busy looking around at the ponies I went to get myself something to wear so I wouldn't appear indecent?" He said jokingly. "As for what is so strange about you Luna, well isn't it obvious when you compare them to you? You're naked!"

Luna looked at the ponies around her and noticed that every single one of them were wearing clothes of some type, whereas she wasn't wearing anything besides the small neck tie which bore her cutie mark and the ring Ace gave her to put keys on when she found them. "What's wrong with my attire?" She asked nervously. "Most of our kingdom's subjects don't go around wearing clothes unless it is for a formal occasion. We are perfectly presentable by Equestrian standards!"

Ace merely stared at her with an ever growing grin on his face as the number of ponies staring at Luna grew larger and larger, and now stallions were calling out jeers and whistling at her. "Luna… you are a naked mare here, your rump and legs are all showing as well as your hooves and wings." He said as he pulled out a large cloak from behind him. "Unless you want half the stallions of Memoir to be following us trying to violate you because of your kingdom's 'presentable attire', I suggest you heed these four very simple and easy to understand words. Put… on… this… cloak! Of course it's your choice if you want to show your flank off to every stallion in Memoir while we walk for perhaps an hour or more to the Memory Factory, don't let my words influence your decision in any way."

Luna took one glance at all the ponies staring at her and quickly made up her mind, taking the cloak and wrapping it around herself, covering up as much of her body as she could not counting her head. As soon as she put the cloak on all the stallions started booing and laughing hysterically as Luna suddenly felt embarrassed at having to wear a cloak just to appear somewhat descent.

"What does any of this have to do with learning the ways of Madness?" Luna asked quietly as all the ponies started to leave the area while still laughing and pointing at her.

"Oh the whole clothes thing?" Ace said as he beckoned her to walk behind him along the street. "Well let me ask you something Luna, where you are from how many ponies walk around wearing clothes that cover up everything about them?"

"Almost none of us, unless it is a formal occasion in which mares wear special dresses and the stallions wear suits." Luna said, ignoring the stallions who were still watching her with very eager eyes.

"Exactly, none of them wear clothes unless the situation calls for it!" He said as he turned a corner and led her into an even busier street. "Thus the reason why you wear the clothes for the situation, if you don't wear the appropriate attire for the occasion everypony stares at you. The same rule applies here; you have to fit in with the crowd if you wish to avoid being noticed. If everypony here knew you were wearing glasses they would avoid you, thus you don't wear them, and if you don't wear clothes then they all stare and look at you. Out there you must learn to keep your madness disguised and share it only with other mad ponies, for if you admit it to all they will all shun you and avoid you as much as possible. Do you understand now?"

"Yes I suppose when you put it that way… I do understand why I must keep my madness hidden."

Luna figured that she would have to avoid revealing her madness to ponies in her kingdom, even her sister could never find out the truth of what she was now, but she never imagined that it would be like THIS, having to pretend to be something she wasn't just to conceal her madness from ponies that respected and admired her. All to maintain an appearance that wasn't true.

Was the act of removing her glasses really worth all of this trouble and deception? Was going mad the right decision? These questions and others swam through her mind as she followed Ace through the city of Memoir as he and she looked around for a sign of the factory. Then after a few minutes he stopped outside of what appeared to be a restaurant of some kind and walked inside.

"How can you think of food right now?" Luna asked incredulously as she followed behind him, not wanting to wander Memoir on her own wearing nothing but that cloak and running the risk of getting lost. "We're here to get to the Memory Factory, not chow down on some food while touring the city!"

"Luna there is always a reason to my madness, lest you forget whom it is that you're talking to." He said as he walked over to a table for two and pulled the chair out for her to sit on. "Just sit down and let me order something for you and me to eat."

Luna eyed the seat with apprehension before sitting down, using her cloak to conceal as much of her as she could while sitting. After a few minutes of waiting a waiter took their order and came back with a small bowl of blueberry and carrot soup for Luna, and a stick of hardened bread for Ace. She eyed the stick of hardened bread as she ate her soup.

"No you can't have any of my bread." He said to her as she continued to finish eating her soup.

"Why would somepony want a stick of hardened bread is beyond me." She said in response. "You can't even eat it, why did you order it in the first place?"

"You'll understand soon enough." Ace whispered as Luna finished her soup and a waiter took the bowl away, leaving a bill behind for them to pay.

She glanced at the bill and had to blink several times to make sure her eyes were working properly. The Bill read…

-1 SOB, 1 BOS, 0 ID10T'S, Price 1 MOMQ-

"Uh… can you translate that?" Luna asked Ace as he picked up the bill.

"Of course I can, can't you?" He said smugly, as he glanced at the bill and put it back on the table. "It reads 'One Stick of Bread, One Bowl of Soup, and Zero Idiot's for the price of One Memory of Modest Quality', I think that's pretty plain and simple don't you agree?"

"One memory of Modest Quality?" Luna asked, wondering what kind of currency was that.

"Oh that's right you have no idea still do you?" He said, no longer sounding so smug. "Let me demonstrate how currency works in Memoir."

He took his hoof to his head and closed his eyes; seconds later pulled his hoof away only now his hoof was holding some kind of golden string which he placed on the bill. "Behold Luna, the currency of Memoir… our very memories." He whispered as he glanced at the golden string before getting up to leave.

"Wait, you trade your own MEMORIES for food?" She asked incredibly. "Why would you do something like that?"

"Because my silly mad mare, memories are the only thing of true value. Why would we use coins or paper bills that anypony can easily make and stamp on a daily basis? In an hour I can make a million paper bits that are worth a trillion gold bits, but if the gold bits never increase in number to match their paper counterparts than the paper counterparts are worth less and less with each one made. Memories however, will always be worth something because each pony see's and experiences something completely different from another pony, and their value can always be equally weighed and are evenly distributed among the population of Memoir. You can't mess with memories or lie about them, they are the perfect currency!"

Ace looked at her with his grin again, only it was a much more serious grin than his usual funny grin. "Of course because of their value, there is a terrible price we each pay for trading in memories for goods and services. You guessed right that when I gave my memory away, I lost that memory forever. I don't even remember what type of memory I gave them. Was it the memory of my first love? Was it the memory of my first trip to the Memory Factory? Was it this morning when I first met you? I don't know which memory I gave them because I don't remember the memory anymore."

He looked away as he led the way down the street and turned into an alleyway that connected the street they were on to another street. "Ah, now I remember which way to go to the factory!" He said as he ran ahead of Luna. "It's still a good half hour walk to the factory, but it shouldn't take us too long. As long as we don't…"

Luna didn't hear the rest of what he was saying because she was suddenly tackled by a stallion from behind. She barely had time to roll back onto her feet before the stallion was on her again and trying to wrap his hooves around her. In desperation and fear for her safety she used magic for the first time since she entered The Doctor's mind, and pushed the stallion away from her. He was flung away from her and thrown into a pile of garbage. Once she was back on her hooves and calmed her breathing she rewrapped the cloak around her and took a good look at her attacker.

The stallion was barely taller than he was, had light brown coat and a blue mane, wore a heavy black coat and leggings and was looking at her with a smile on his face. "You really are a feisty mare aren't you?" He whispered as he stood up and shook his mane clean of dirt.

"GET AWAY FROM US!" Luna shouted as she used her magic again to levitate more garbage and throw it at him.

The stallion however let the garbage hit him and proceeded to walk toward her, still smiling as he watched her with hungry eyes. "Just make it easy on yourself and submit to me, I promise I'll treat you nicely if you come along quietly with me!" He said confidently as the distance between them shrank. "Just… let me…"

He barely said the last word before Ace was standing right next to him, holding the hardened bread over him before smacking him as hard as he could with it. The stallion was knocked out cold, and the bread smashed open revealing several colorfully wrapped pieces of candy. Ace dropped the broken piece of his bread and picked up the pieces of candy, opening them up and eating them happily. "And that," He said to Luna, "is why I got the bread. Hardened bread always has the best candy inside of it. Not only do I get a delicious treat out of it, but I get to smack some stupid stallion for trying to hurt you."

"You got a loaf of hardened bread just to smack an attacker over the head with it, because it had SNACKS?" Luna asked angrily as she backed away from the stallion. "I was about to be fillynapped, and all you can think of doing right now is SNACKING?"

Ace calmly finished his snack before picking up one end of the bread and pointing it at Luna. "You just got rid of your glasses no more than two hours ago, in a society of ponies which revolves around us not having glasses." He said seriously. "The more time there is between you as you are now and the time you removed your glasses, the more beautiful your aura is and the more beautiful you are to the male members of this society. You may not realize it yet, but the ratio between males and females here is one for every fifteen. That means right now you are the MOST attractive creature in all of Up."

He looked at her with a look in his eyes that told her that he was being VERY serious, and if she didn't pay attention than it was her own undoing. "Can you comprehend that ratio, for every MARE there are fifteen STALLIONS lined up trying to get her for their own? Now where you are from the ratio is different so it's not a big deal, but here you might as well have a spotlight on you saying 'I am single and just lost my glasses, come get me boys', and unlike me these idiots won't hesitate to try and steal you away. Now I knew what to expect from Memoir because I know how things are down here, you do not. You may disapprove of my method for teaching but you will remember this lesson, madness is a state of mind Luna. Don't forget it!"

He threw the bread away and looked back at Luna, his usual grin and confident attitude back in place. "Now then Luna, what did you learn from my little lesson involving the smacking of that stallion over the head with a piece of hardened bread?" He asked her. "Surely you figured it out by now!"

Luna thought he was crazy, asking her if she learned something while being attacked by a stallion. She wasn't happy at his teaching methods, and at the moment she was half considering just taking her luck and figuring everything out on her own. Still she figured that this was all a part of being mad, so she tried to figure out what the lesson was. She decided to think about it while walking, and led the way from the ally and just walked in a random direction with Ace following behind her in the busy street.

After ten minutes of thinking, she came up with an answer that she hoped was correct. "Madness always comes at a price, and that price is sometimes paid in the pain and suffering of others?"

Ace chuckled and shook his head. "Nope, the lesson was don't judge a book by its cover. You never know what is inside hardened bread until you smack it open and find out."

Luna shook her head in disbelief, not sure if she would EVER understand even a tenth of what this stallion was thinking. Then she realized something that made her stand still. She had just used her magic, why didn't she just FLY to the factory? She said this to Ace who grinned in response, and shook his head slowly.

"You still need to learn one more thing before we get to the factory little pony." He said cheerfully as he followed Luna still. "I think you should be learning it anytime soon."

"Hey you!" A voice called out suddenly, causing Luna and Ace to turn around and see a stallion wearing fancy clothes and a large top hat walking toward them. "Are you this young beauties stallion?"

Ace smiled at the fancy stallion and merely glanced at Luna before he said, "No, I am merely her tutor and guide here in the city of Memoir."

The stallion smirked at this and turned to stare at Luna with greedy but kind eyes. "Then perhaps you wouldn't mind if I asked her out for a lovely time in town?"

"Excuse US?!" Luna yelled, drawing everypony's attention to them.

Ace started giggling at these words, giggling so hard that he could be heard from across the street. "I think… what he means to say… is that he wants… to take you as his mate!" He said through his laughter.

"Well he can find himself another mare because I'm not interested!" Luna shouted as she turned and walked away, Ace followed behind her still giggled like a maniac, but apparently the stallion did not seem to take the hint because he was following her while maintaining a set distance.

"Are you sure, I'm a Noble here in this section of the city." He bragged out loud, causing everypony to watch them.

"Will you leave me alone?" Luna called out, but still that stallion didn't listen.

Finally Ace stopped walking and turned to face the Noble with his confident grin. "You don't take 'no' for an answer now do you?" He said, causing the stallion and Luna to stop as well.

"Of course, why should I take 'no' for an answer?" The Noble asked. "I am the wealthiest stallion around with the largest collection of his memories, including memories from the first and second! I can have any mare I want, and I find myself wanting her, so why shouldn't I have her?"

"Because Sir Noble, you are harassing a young mare who clearly wants nothing to do with you." Ace said politely. "So what say you do the noble thing and leave her alone, find yourself another beauty that catches your eye. I really don't want to have to bother myself with rushing her out of here because it really is tiring going halfway across the city."

"If you intend to stand in my way than you will have to face me in combat, I challenge you to Mind over Aura!" He yelled, causing all the ponies watching them to stand back in gasps and looks of shock.

Ace shook his head in amazement before glancing back at Luna. "Well, if I must then I must." He whispered as he winked at her. "As your tutor I shall protect your honor and fight this idiot."

"Yay, my hero." Luna whispered in an undertone as she rolled her eyes. –Honestly what did I get myself into when I told The Doctor I'd help him find his memory? I knew this would be difficult but this is just plain ridiculous!-

She would have indulged in more creative thoughts but everypony gasped and cried in amazement at that point, and Luna looked up to see the noble breathing heavily and kneeling on the ground while staring at Ace as though the task was taking every ounce of his strength. In contrast Ace was calmly standing and staring at the noble, looking as though he were listening to the birds chirping on a quiet day in the park. A second later the noble had collapsed onto the ground, still trying to keep his eyes focused on Ace and breathing so hard and so rapidly that it looked like he was choking on his own breath, while ace merely smiled and continued to look down at the noble. Finally the noble blinked and shouted that he surrendered, and ace shook his head to get some of his mane out of his eyes.

"Now get out of here, and remember this little lesson in being humbled." Ace said, and watched as the noble nodded and stood up to run in the opposite direction of him and Luna, eliciting many laughed and jeers from all the spectating ponies.

Luna looked around at all the spectator's and noticed that, while all the stallions were nodding with impressed looks toward Ace, all the mares were focusing on him with the same kind of eyes that the stallions had displayed for Luna when they first saw her 'naked'. Ace turned to Luna and beckoned her to follow him, and two minutes later left the scene of the fight far behind them.

"What was that all about?" Luna asked quickly. "What happened back there, a moment ago that noble acted all tough, then he's on the ground and running with his tail between his hooves?"

Ace grinned at her, as usual, and explained that Mind over Aura was similar to something that he used which was called Mind over Matter. "Mind over Aura is a technique upper-class citizens of Up use to settle disputes or stake claims involving property or rights to mate with specific individuals." He explained as they walked into a small tavern to pick up a drink for him. "It involves us displaying the strength of our madness, and our inner knowledge of what it means to be mad, as we try to outwit and confuse the other competitor. Needless to say he was fairly good, and against another noble he might have won, but against me his fate was sealed."

"I see… so madness can also be used to fight off those attempting to gain dominance over us?" Luna asked.

"Yes, when you are so mad that you can see a bed made entirely of thorns and actually see it as comfortable, than you have truly gotten to the point that nopony can outwit you in a battle of the minds." He said as he ordered a glass of water and paid for it with yet another memory from his mind. "In any case, as annoying as that situation was we finally reached the spot I wanted us to be in, we should be hearing it any moment now."

"Hearing what?" Luna asked, not exactly enthusiastic for more of Ace's surprises.

No less than one minute later, a huge cry came up from one of the tables across the room. "I GOT THE JOB!" A stallion wearing beige clothes shouted happily as he waved a small white piece of paper enthusiastically. "I GOT THE JOB AS A MEMORY KEEPER!"

All the ponies who were sipping their drinks or talking among each other broke out in applause as the stallion waved the white paper with an official looking seal on it for all of them to see. Luna tried to read it but the language was so foreign that she couldn't even hope to figure out its meaning. However from what the stallion was saying as he jumped out of his seat and showed everypony who wanted to read it, apparently he had just gotten a very exclusive job that he had been hoping to get, and apparently it was a job that they were all envious of if the looks on all of their faces were anything to go by. He sped out of the tavern and ran out of sight, and moments after he left Ace got up and told Luna that they could leave for the factory now.

"That was what you wanted me to see?" Luna asked, wondering how he knew where to be right when it would happen.

"But of course, was it really so obvious?" Ace said as he led Luna out of the tavern. "The most obvious of clues are sometimes the loudest, everyone and everything tries to find the path they need to take by looking high and low, with eyes and nose they give little thought to what their ears might hear. The best of clues are sometimes seen and always heard, remember this little tip Luna, no matter where you are or where you go, whatever you see or whatever you do, listen to what your ears and heart tell you must be heard. For often those two are more correct than what eyes and nose tell you."

"If you want to go to the Memory Factory you can take to the air and find it yourself." Ace said as he eyed a store across the street which featured hats. "I'll catch up with you later so don't worry about waiting on me. As for your cloak I would recommend taking it off to let your wings stretch, don't worry about modesty when you reach the factory. My friend doesn't give a crap about clothing because… well you'll find out when we get there. Have a safe flight."

Luna nodded as she removed the cloak and bundled it up so she could carry it while flying, and seconds later before anypony could see her without the cloak she took to the air and felt the wind breeze through her wing feathers. She rose high above the houses and only had to shift her glace slightly to spot the factory.

It was enormous, much larger now that she was on the ground and could get a better glimpse of it. However it was still a long way away from where she was because it looked like it was still a good mile or more if the number of houses between her and it were anything to judge by. "I have a feeling that I am going to be exhausted by the time this is over." She whispered as she turned and started flying toward her destination. "To think I could be lying comfortably in bed, fast asleep with my sister at this very moment. I must have been mad to offer The Doctor my assistance in helping him search his mind for his memory."

She chuckled at her little statement, realizing how true it was now. "Well I guess I am mad."

Her flight to the factory was exhausting; it took her almost an hour just to reach the building. Despite how close it looked, it was actually MUCH farther away than she imagined, and she had imagined the distance to be quite large. She put it into perspective by realizing that even though an hour of flying hard and heavily had brought her halfway toward the factory it was still just as big as it was before. The one good thing about her flying was that she was well away from the citizens of Memoir to bother her, and she intended to keep it that way until she reached the factory.

"Surely…" She panted as she stopped on a rooftop to catch her breath. "There must… be somepony… who can… help me learn… about madness… in there!"

After she finished catching her breath she took to the air again and continued her flight to the factory. While she was grateful for Ace's… assistance in helping her learn madness, she wasn't pinning all of her hopes on him to show her the way. She still had no real idea if he was really helping her because of genuine willingness to help a pony in need of it, or if he had some ulterior motive. After all he used her to slip past the conditions of his banishment and descend to the place where he was not permitted to go.

Whichever way she looked at it there was one simple outcome, he was only her ally as long as she gave him a way to proceed further down. The king was clearly hostile toward her, while he was merely passively on her side, and so far none of the citizens of this kingdom were willing to even look at her as anything besides a mare. Of the ponies that approached her only two stallions paid her so much attention, one had tried to force her to submit to him, and the other tried to claim her in combat, albeit indirect combat. Ace clearly protected her, but only because he still obviously needed her, what for she didn't know.

The lines were still unclear, her friends and foes all looked the same here in The Doctor's mind. She remembered his letter, telling her that he would try to help her however he could, but even though he was trying to help her his mind was also going to try and stop her. Hours ago she pictured the king as the hostile party that didn't want her to make any progress, while Ace was her ally that genuinely wanted to help her and had her best interests at heart, but now after the little displays in Memoir, she wasn't sure anymore.

"Guess I'll figure it out eventually." Luna said as she continued to fly toward the factory.

After another hour of hard flying, she reached the factory outskirts. It was massive, that was all she could describe it as. The factory was a single massive building that seemed to stretch forever, and ever. She came in for a landing and saw that, somehow Ace was standing there waiting for her to join him, and wearing several hats. She also noticed that he was standing near a door, which she figured was the entrance into the factory.

"How… did?" She gasped as she landed heavily next to him.

"I walked, isn't it obvious?" Ace smirked as he pointed at his collection of hats that were stacked on top of each other. "Now tell me, what do you think of my hats, I want your honest opinion!"

"Charming…" Luna said as she put the cloak back on and walked over to the door to knock. "Now can we… please get inside so we can find your friend?"

Ace giggled as she walked to the door before he replied. "Of course we can, but may I ask why you are walking toward the garbage shoot?"

Luna looked at the 'door' before backing away, slightly embarrassed. "Well where is the door?"

Ace pointed to his left at a giant stone door, so large that Luna would have had to fly higher than she had ever flown before JUST to reach the top of it. "How… who… who WORKS here?" She yelled as she realized the full scope of the doorway.

"My friend, you'll meet him soon enough." Ace said as he walked over to the stone door and tapped it several times.

They waited for a few minutes, then a small hole appeared and a glass eye on some kind of wire came out and stared at them. (For the last time, Applications are not accepted beyond the first week of the second day in the fifth hour of the twenty second month during the full moon of the setting sun while the yellow cloud is touching the purple sky!) A mechanical voice said.

Luna looked between the eye and Ace for an explanation. "He means Tuesday." Ace said as he walked to the eye and stared at it. "Will you shut up and let us in, it's the fifth hour of the second week during the seventh month of the purple cloud while the silver rain drops and my hooves are getting tired of walking."

The eye blinked rapidly and looked between him and Luna before… smiling in the only way an eye could smile. (Oh… it's YOU, come in come in my friend!) The voice called out cheerfully. (Why didn't you tell me it was you, and look you brought a visitor, oh my goodness what fun this is going to be! So you finally decided to get down that blasted staircase did you? Well I have to say it's about time you decided to pay me a visit, but enough talk this isn't appropriate for a conversation. Come on inside I'll open the door for you!)

The mechanical eye retracted back into the wall and the massive stone doors opened seemingly on their own, rattling and rolling sideways as metal gears and heavy chain ropes moved them aside to allow Luna and Ace into the massive factory. Ace nodded at Luna and indicated that she should go in first. She gulped and nodded and led the way into the massive Memory Factory, not knowing if she would find the first of five keys she needed to unlock the box held by the king, or if she would come out of this factory still thinking the way she does.