Chapter 8 – The Opera Phantom Theatre

"So what is the theatre like Ace?" Luna asked as he led the way down the dark Endless Staircase.

They had been walking for almost twenty minutes since they left the fifth level of Up for the fourth level. In that time nothing had really happened, fairly similar to before when she was walking down the staircase, the only exception was that Ace was not in her shadow and asking her questions every ten seconds. So now after twenty minutes she decided to take the initiative and try to get Ace to talk to her in the only way he ever seemed to talk.

By asking him some questions out of nowhere.

"Well when I last visited it was the only theatre that could be considered a theatre." Ace said nonchalantly. "I know a good friend who has run it all its life. He calls himself Dokt, although his real name is Long Forgotten."

"You mean nopony knows his real name anymore?" Luna asked.

"No that's his name, Long Forgotten." Ace said dully. "You can understand why he calls himself Dokt right?"

"Not really, I think it sounds alright but I guess everyone is entitled to their own opinion."

Ace rolled his eyes in amusement and continued talking about the theatre. "The theatre puts on shows every sixty four hours, and the shows can last anywhere between less than an hour to almost two whole days. The theatre has always revolved around a single 'star' or actress who performs at the theatre and is the center of its whole shows. Most of the stars are female because they tend to have the best singing voices and perform the best in front of the crowd. Sadly though no star has ever had a career last for more than four or five years, not because they were good mind you, but because the citizens of Fantasia never had much taste for anything that lasted that long. So once the star of the theatre reaches the peak of her fame her career ends."

"Wait, if they never had a career last so long then why are they considered stars?" Luna asked.

"Because Luna each of them died and is remembered at the height of their careers." Ace said dully, as though he was once more explaining that one and one equaled two. "In fact, in memory to each of the theatre's stars they are all buried in a private grave where their names are glorified in gold writing on their tombstones and are placed in marble coffins. Roses and lilies are planted yearly to honor them for the beautiful performances they gave in their past."

"So they are still remembered even long after they are gone?"

"Indeed, they are forever remembered at the height of their fame." Ace said as they continued walking down the Endless Staircase. "Forever after they die at the end of their greatest performances, are they remembered and glorified for their beautiful shows. The citizens of Fantasia always remember their past stars, even long after they have faded from the memories of those still old enough to remember them. It's only fair to grant a star who was truly worthy of such fame to be immortalized. After each performance the attendees of the show are permitted to go into the graveyard to pay their respects for their favorite stars."

Luna nodded in agreement, nopony deserved to be forgotten after all they've done in their life. However something caught her attention when he said that at the height of the star's fame her career ends. She felt like asking him some more questions abo that but just before she could the dark tunnel of the Endless Staircase ended and she was blinded, at least temporarily by light. Her eyes adjusted to the light quickly because unlike the previous fifth and sixth level, the light for the fourth level was slightly dimmer and her eyes had a much easier time adjusting. Once they did, she looked down at the fourth level of Up.

The city of Fantasia was quite vast, just as vast as the city of Memoir had been, but unlike where the city of Memoir had been built around the Memory Factory, Fantasia seemed to have been constructed and planned out so that all roads and paths would lead in one direction. That one direction being a single fairly large Opera House, though it was not nearly as large as the Memory Factory had been. The theatre itself was pretty dull to Luna, styled on old style Opera House. The one thing she noted however was that it was fairly close to the Endless Staircase, so she would not have to walk far to get to it.

There was a large field behind the theatre as well, which she guessed was most likely the graveyard where the past stars were all buried. What she did not understand though, was why the graveyard was almost twenty times the size in terms of space as the theatre. It looked as though the entire population of Memoir or even Fantasia could be placed there.

"Come along Luna!" Ace called to her, bringing her back to what she was supposed to be doing.

"Coming!" She called back, and started racing to catch up to him. She had to run because he had been walking while she was staring off at the city below, so naturally he was about four turns below her.

Fifteen minutes later she and Ace were at ground level, and Luna was looking around at where he and she were standing. The street they had come out on was fairly empty, much different than compared to the street in Memoir, which had been jam packed with passersby. The streets of Fantasia were fairly similar to the ones of Memoir above, however there weren't any ponies or other citizens around for her to see.

"Where is everypony Ace?" Luna asked, turning to look at Ace and seeing him wearing a new set of clothes and holding out another cloak for her to put on apparently. "Let me guess, proper attire is important here as it was up above us yes?"

Ace nodded as she took the cloak and wrapped herself in it, noticing that this cloak had pockets on the inside for her to use at least. "Indeed Luna, your catching on quick." He said as he led the way into the street and toward the theatre.

"How come you always get to wear the good suit and proper clothing while I'm stuck wearing nothing but this cloak?" She asked, suddenly suspecting that he was doing this on purpose. "You aren't doing this on purpose are you? Making me wear nothing but this cloak I mean."

"My dear Luna if I had wanted to stare at you naked all day, which may I remind you isn't off the table but isn't exactly on my priority list nor is it something I really find interesting, I had a VERY long time and a VERY good look at you when you and I were on the sixth level all alone with nopony to talk to but each other and the king." Ace whispered behind his huge grin. "The only reason I give you the cloak is because it's the simplest and easiest attire I can give to put on you for purposes and reasons that you might or might not find necessary. You don't exactly care for clothes as much as I do because; naturally I need to look my best so as to properly represent my station. You on the other hoof are a guest and as such aren't expected to look as good as me, besides if you and I are to constantly change clothes each time we pass from one level to another it would take you forever to do so. Now do you understand the method behind my madness?"

"All I know is that you are the strangest pony I have ever met, and I have known The Doctor for a long time." Luna whispered as she wondered how her friend could have so much going on in his mind and not be aware of it.

"I only am what I am meant to be." Ace said cheerfully as they turned the corner and headed toward the theatre's front entrance, where a group of ponies were crowding around a large double door. "I think that's my friend Dokt over there handing out tickets."

A large stallion, twice her size with a brown coat and silver mane was shouting as loudly as he could, apparently about a huge performance taking place as he was standing next to a sign that was obscured by the crowd. "Come one come all, for the final performance of perhaps the greatest star that the Opera Phantom Theatre has EVER had since the days of Marylyn Monhoof, and Elizabeth Tailmane!" He was shouting to everypony in hearing range. "This is your last chance to see the wonder, the grandeur, and the fabulous, the most spectacular show that we have ever had, or ever will have possibly! Come one and come all, get your tickets for the final show that my greatest star, Miss Izabella Castrahoofa, will ever perform ever again!"

"Yep, that's my friend Dokt." Ace said as the crowd of ponies started clamoring to buy the tickets from him. "He never could resist selling his own shows as much as he does talking about his stars."

"I'm guessing that we have to attend the show in order to find the actress with the next key?" Luna asked as the crowd of ponies began walking into the theatre, leaving Ace's friend Dokt still standing outside.

"You could say that, or you could say that the only way we can find that actress is to attend the performance so we can be admitted to find her." He said through his usual all-knowing grin. "You see if I remember correctly, which given my track record is most likely correct, then the actress who had the key has most likely passed away a long time ago."

At these words Luna looked at Ace as though he were crazy. "Wait what?" She said. "You didn't say she had passed away! I thought we just had to attend the performance to meet her!"

Ace chuckled as he turned to look at her face to face. "When did I EVER say that the current actress ever HAD the key?' He said cheerfully. "I believe my words were 'it shouldn't take us too long to find if we attend one of the performances', unless I'm mistaken. I never said anything about meeting the actress to get the key from her did I?"

Luna took a few deep breaths at what he was suggesting. "So… how long ago… did she?"

"Pass away, well let's see if the nightmares started almost four to five nights ago your time then that would make it roughly seventy five years ago." Ace said nonchalantly. "So that means we need to find the last star that Dokt hired roughly seventy five years ago. All we need to do is attend the performance and once it finishes we'll be admitted into the graveyard, after that all it will take is some digging and presto, key located!"

"D… Digging?" Luna sputtered suddenly. "You mean DIG UP HER GRAVE?"

"Is there an echo in here or what?" Ace said cheerfully. "I believe that's exactly what I said."

"We are not exactly keen on grave robbing." Luna said disgustedly.

"Oh?" Ace whispered quietly. "Why is that?"

"Well, shouldn't we respect the dead?" Luna said just as quietly, so as not to be overheard by any nearby ponies. "I'm willing to descend into madness yes, but I'm not willing to commit such a crime against the dead, merely to speed my progress onward!"

"Luna, Luna Luna Luna." Ace said cheerfully, taking one of his hooves and pointing at her with it. "The moment you took off those glasses you separated yourself from what 'normal' ponies would be willing to do and not do. The mad will always do what others will not, for that is why they are mad! You've passed the point of no return my pupil, you MUST do what you must from here on out if you wish to get that memory from the king! You chose this path, remember that Luna."

"I… never imagined…" Luna whispered as she looked back up to the theatre, no longer thinking that madness was a good thing, not if THIS was what she had to do to understand it.

Ace sighed and walked over to a nearby bench and sat down, motioning for her to do so as well. Once she did he stared at her with both his yellow and green eyes, no longer smug or all-knowing, but full of understanding and some sense of compassion. "I see that this is yet another lesson I must teach you before you proceed any further." He said. "Madness is a state of mind, as you know. This is but another example of why ponies who do not understand our madness or their own madness shun and fear us so. We are willing to see things that others cannot comprehend or are willing to accept, and we are willing to go where none are prepared or capable of accepting. Do you understand now?"

She looked down at the floor, still unsure if she was willing to defile such a well beloved pony merely for her own benefits. "Do I really… must I really defile the remains of a mare who is loved and respected by your kindred?"

Ace smiled at Luna and tapped her shoulder to get her attention. "Answer me this Luna, where are you exactly?"

"In the fourth level in the Kingdom of Up, outside the Opera Phantom Theatre in the city of Fantasia?" Luna replied.

"Yes and no, there something else you've forgotten." Ace said smugly.

It took her a moment to realize, but then she remembered EXACTLY where she was. "We're in The Doctor's mind."

Ace nodded in response and pointed at himself now. "Which means, that all of us here in Up, are not really alive per say." He said. "We exist because that is just how we exist here, but in all practicality we do not truly exist anywhere else but in his mind. Including me, so you really aren't defiling the grave of a dead mare, you are merely defiling the grave of a mare which is a figment of his imagination and his machination. Do you understand what I am getting at now?"

He turned to look up at the sky with a solemn and joyful expression in his eyes. "There are many ways to look at the world around you Luna. You can view the world as a cruel and horrible place or as one big joke, as easily as you can view the number nine as merely an upside down six. It's all in your perspective Luna, so don't get all upset about this task you need to perform. Remember, you are mad, find comfort and solace in that fact."

Luna thought it over for a moment, and smiled at the answer she came up with. Indeed, there was comfort that she could find in the fact that she was mad, and now that she understood that fact the thought of grave robbing was actually somewhat easier to understand and handle. She was worried about having to commit such a terrible crime, but now that she remembered that this was The Doctor's mind and not actually in reality it seemed much easier to do now that she realized that these ponies weren't really alive. At least that was what she chose to believe.

There was a definite comfort in that small piece of knowledge, the fact that she chose to believe something, even if there was nothing to prove it.

With that Ace got up and with her following him, walked over to Dokt, who was still waiting and looking around for anypony who wanted tickets to the show. Once he spotted them he waved and brandished a set of tickets in his hooves to them. Once they were close enough, Luna noticed that his entire mane had tickets sticking out of it, and even his suit seemed to be made of tickets, or at the very least that's what it looked like to her. He wore a green top hat that she failed to notice before, and his purple eyes looked at them eagerly. At least one of his purple eyes anyway, the other eye was pure white, indicating that he was completely blind in that eye.

"Hello there you two, are you interested in seeing the last performance of Izabella Castrahoofa?" He asked them eagerly when they were close enough for him to talk to directly. "I've still got plenty of tickets to give away, still plenty of seats available for the lower sections for two ponies such as yourselves!"

"What about prime box seats Dokt?" Ace asked in a strange, theatrical tone that she never heard from him before. "Or do you not recognize a very old friend of yours?"

Dokt was taken aback by this, and focused his eye on Ace before his smile widened and his eye widened in surprise. "Is that you Ace my old friend?" He said in surprise.

"I would hope so, because otherwise I would be called Two or Three." Ace said in mock worry. "There can be only one Ace to the King per suit as you know."

"Indeed my very old friend indeed I do!" Dokt said boisterously as he shook Ace's hoof with his own, still holding the tickets with the other. "So who is this lovely thing you have trailing behind you, perhaps a new star for my theatre after Miss Izabella retires? Or is she your brand new consort in your never ending quest for quality mares?"

"She happens to be a guest, and I'm teaching her the ways of madness." Ace replied quickly. "Perhaps you would be willing to let her witness your show through a box seat in your fabulous theatre?"

"You always do know how to stroke my ego perfectly didn't you?"Dokt said proudly as he pulled a set of fancy looking tickets from his suit. "Alright, alright I'll let you have prime seats in the top box, a perfect view of my performance and my stage! I hope you enjoy the show under ONE condition!"

"That would be?" Ace whispered uncomfortably as Dokt bent closer to whisper into his ear. "You can't be serious… you want me to do that with you?"

"Oh come on, just like the good old days!" Dokt said cheerfully. "You get prime seats for just a small duet to the greatest show yet! A good trade if I say so!"

Ace sighed heavily as he took a deep breath and walked over to stand next to Dokt. "I'm a little teapot short and stout." He started singing. "Here is my handle, here is my spout. When I get all steamed up, I just shout. Tip me over and pour me out."

Luna had to bite her tongue to keep her from bursting out with laughter at the embarrassing look on Ace's face as he sang this strange song. "I'm a very special pot, it's true." Dokt sang next after Ace finished his line. "Here's an example of what I can do. I can turn my handle into a spout. Tip me over and pour me out."

"I'm a little teapot, short and stout." Ace continued next. "Here is my handle, here is my spout. When I get all steamed up, I just shout. Tip me over and pour me out."

"I'm a very special pot, it's true." Dokt sang in unison with him now. "Here's an example of what I can do. I can turn my handle into a spout. Tip me over and pour… me… out!"

They finished their song and Dokt handed Ace the tickets with pride and pleasure on his face, whereas Ace was looking off in another direction, clearly embarrassed. "There you go Ace, two box seat tickets free of charge!" Dokt shouted happily. "Enjoy the show!"

"Thank you Dokt, your kindness knows no bounds." Ace whispered as he took the tickets and motioned for Luna to follow him.

They walked inside the theatre and Luna was finally able to see what was so big about the hype of the theatre, the star performing the today's show titled: The Tale of The Fantasy Flower. The mare stood slightly shorter then Luna, had a golden mane and orange coat with velvet colored eyes, wore a dress of satin cloth with flowers embedded in the shape of a constellation, was surrounded by a crowd of ponies in the theatre's main lobby who were all getting her autograph and congratulating her on her final performance.

"Yep, that's Miss Izabella Castrahoofa in case you're wondering." Ace said quietly as the crowd of ponies seemed to only get larger as more joined the group, trying to get her autograph as quickly as they could.

"I didn't need you to tell me the obvious." Luna commented as she looked at the stunning mare before her. "No wonder your friend Dokt is so enthusiastic about this mare, she's absolutely stunning!"

"Is she, I wouldn't know." Ace said dully as she smiled at a young pony that just got his hat signed by her. "I don't see why everypony is so enamored with her, she seems rather plain to me. I suppose we all have our opinions though. Go and talk to her if you wish, I'm going to go and find our seats; here's your ticket by the way. Keep it with you or you'll get thrown out or worse."

He handed her one of the tickets and walked down a corridor on the left and out of sight. She took her ticket and put it in the cloak's pocket for safe keeping, then she turned and walked over to the group of fans and admirer's surrounding the actress. She figured that she might as well introduce herself and see if she can learn anything more about the key she was seeking. It took about ten minutes before she could finally get her chance to approach the mare, but when she did she could see that Ace's remarks about her being 'plain' did not do her justice.

The mare finished signing a stallion's tie with an ink pen and turned to look at Luna eye to eye, and there was a twinkle in the that she failed to notice before. "Hello there mademoiselle, would you like me to sign anything in particular for you?" She asked very sweetly in a voice that made Luna tingle from head to hoof, there was something about her that just seemed so innocent and pure that she had not seen since she entered The Doctor's mind.

"No thank you Miss, we merely wish to express our congratulations on your final performance and wish you the best of luck today." Luna said as she held a hoof out for her to shake, which she did very gently and with great respect.

"Thank you miss, I can't believe it myself that today marks the sixth year and final day of my career." She said. "Imagine me, a mare from nowhere and having nothing to my name, and now I have all this fame and publicity with so many Fantasians."

"That's incredible, although there is one thing I'd like to ask you about." Luna said, steering the conversation to what she had wanted to ask about. "Would you happen to know anything about an Actress that died around seventy five years ago that Dokt hired? I'd like to learn a little more about her, my grandmother was a huge fan of hers for some reason but I can't recall what the mare's name was or why she strikes a chord in her mind."

Luna didn't like lying, but she had to come up with some kind of story so nopony would realize what she was really after. Izabella though paid no attention and thought carefully about the question for a moment before she answered. "I think you're talking about Kathemane Hoofburn correct?" She asked curiously. "I know her very well, there's not a mare including me in all of Fantasia or Up who hasn't heard the story about her. She gave a performance that the King witnessed in one of his rare visits. The King became smitten with her and admired her skills in the dance. He offered to take her as his bride and offered her a special key as a symbol of his affection during the half time of the show."

"Alas a romance between the two was not meant to be. For on that very day her career ended and he left before the end of the performance, leaving her behind with the key. She took the key to her grave, what her feelings for him though nopony knows."

"So, he just gave her the key and left before the end?" Luna asked curiously, wondering why he would willingly give up a key and then just leave it and the mare he 'loved' behind.

"Indeed, many mares all dreamed of that happening to them." Izabella said. "My brother and other stallions however who have reason to believe otherwise think that there was another reason for his giving the key to her. You see that key is rumored to unlock the only chest in all of Up which contains a special memory to him. My brother says he did it to hide the key so that nopony could unlock the box, assuming they ever got it away from the king. It won't open unless they have all five keys, and even then you need the box itself, which the king is rumored to keep with him at all times. Of course this is all rumor though."

"Of course." Luna said in agreement, now with more knowledge then she had before. "Well in any case, I thank you for your words miss. I've got to go and meet up with my friend; you see we have seats for your performance."

"Very well, I hope you enjoy my show!" Izabella said cheerfully, giving Luna one last smile as she turned and left.

As Luna walked down the hallway where Ace had gone down, Luna decided to put her madness once more to the test and put all the pieces she had together about the missing memory. What does all this mean? She thought as she passed a series of mounted pictures of past famous ponies that had performed in the theatre, all of them young mares from what she could see. The King rarely comes down from the seventh level, if ever from what Ace and everypony here has told me so far. So why come down here to this theatre in particular? Why would he give a key he needed to keep the memory we needed locked down, to just a random mare in the performing arts? What was it about that particular mare that made her special, and why pretend that he loved her when he clearly had absolutely no interest in her? He clearly didn't love, not even liked her a little because he left before the performance ended.

She thought about everything she had learned, and then pieces started falling into place as she felt her mind put them together in a strange picture that to another pony would have made no sense. What if… something happened to that mare just as the show ended. There's still something missing from this puzzle, something I'm just not getting. The King does not want that memory found, and he wouldn't simply allow an ordinary mare to hold onto a vital key he needs to keep the memory I seek under his control. What if… he was hiding the key and something happened to that mare. That is the key to his plan in keeping the memory out of reach of unwanted guests like me; something happened to THAT particular mare that I don't know about.

"Are you lost miss?"

Luna snapped out of her thoughts, she had lost track of where she was going and quickly looked around for the source of the voice. "What?" She said, not seeing anypony in front or behind her.

"Down here." The voice said again.

She looked down to see, what appeared to be a small wooden toy in the form of a pony. It was painted brown, had a black mane, glass yellow eyes, and had a picture of a map for a cutie mark painted on it. It was very small, slightly smaller then one of The Doctor's WalkNTalk Celestia toys. The toy had no wings and no horn, indicating it was in the resemblance of an Earth pony. The toy was looking up at her, although because it was a toy she couldn't tell if it was suspicious, curious, or confused.

"Uh, hello there." Luna said quietly. "What's your name?"

"I have no name." The toy said, not with a fake voice like The Doctor's toys had, but with an actual voice that an ordinary pony would have. "I am called Guide, are you lost miss?"

"Well now that you mention it… I am a bit lost." She whispered, embarrassed as she realized that she was while looking at her surroundings.

"If you have a ticket for the performance, I can guide you to your seat." The toy whispered, holding out a small wooden hoof to her.

Luna searched the insides of her cloak for the pocket where she stored her ticket, once she found it she handed the toy the ticket.

The toy looked at the ticket for a brief moment before it nodded and gave her it back. "You are in box seat B – 2, a very good seat for viewing the show." It said to her. "Follow me miss, I'll take you to your seat."

She nodded and followed at a very slow pace because the toy did not run down the hallway. While she walked she looked around at the pictures lining the wall, wondering just how many past stars there have been in this theatre. "So what is your purpose here, to entertain the guests or something?" Luna asked, knowing that all of The Doctor's toys were meant to entertain ponies and make them smile.

"No miss, I am Guide, I am here to lead the guests to their seats and to offer a small history of the theatre to those who ask about it." The toy Guide said to her as it turned down a corridor and led her toward a line of doors labeled F 31-42.

"Are there many others like you Guide?" Luna asked curiously.

"Yes there are, there are currently three hundred of my design serving the Opera Phantom Theatre." It said proudly. "Each Guide performs the same duty as I do, though they all tell me that I am the most unnecessary of the group."

"Why is that, is it something you don't do or can't do right?"

"No, it is because they all say I don't know when to stop talking." It said in a matter of fact tone. "Would you like me to lead you to your seat faster miss or would you prefer to hear a small history and interesting facts about the Opera Phantom Theatre?"

"A small history would suffice I guess." Luna whispered, not actually interested in history but wanting to hear something nonetheless. She'd rather get to her seat faster to meet up with Ace, but she didn't want to make the toy feel unwanted or its services unneeded.

"Five million seven hundred and fifty two years ago the theatre was created to entertain the guests of Fantasia." The toy said as they passed a door labeled F- 39. "The theatre at first entertained the masses by displaying performances of energetic young men with dreams of grandeur, but the crowds quickly became bored with such silly shows. So to appease the young masses, most of which were male, the director of the theatre started the practice of searching for a new star among the masses, in particular females. Since then the number of visitors to the show has quadrupled and…"

The toy rambled on and on for over thirty minutes as they passed doors and down hallways, up staircases and past yet more doors, going on about the history of the theatre. It kept talking about such things that Luna had no interest in that she just started to drone out everything it was saying and started ignoring it. I can see why the other Guides say he's unnecessary. She thought as the toy kept on rambling, now talking about ticket prices varying from show to show because of the star's popularity with the masses.

"Then seven hundred years ago the director noticed that the number of visitors to the show began to decline because the performances were becoming dull and repetitive with the same storyline repeating over and over. So he took a change of pace and started creating stories and shows based on the personality and background life stories of his stars. After the first performance in this fashion the number of attendances from the audience skyrocketed out of predicted expectations, nearly tripling the number of viewers within the first two days when compared to a whole month's worth of shows. Since then he has continued this practice, basing each show consecutively based on some past event or some dream that the star of the show recently had. Occasionally the show will revolve around a past tragedy in the star's life, such as the death or loss of a family member or some betrayal from a friend or lover. These seem to be the most favorite shows from the audience, as the attendees viewing the show jumps exceptionally high when they happen. Also on occasion the director will allow the star to write a story to keep the show fresh and original; these are also very popular, particularly among the youth of Fantasia, such as the teenagers and children of families who have attended the show. Once this fashion became popular each new star that enters the theatre follows this example, writing down their life's story and creating shows for the audience to enjoy. In particular one type of showing has become exceptionally popular, occurring at the end of the star's career when they are at the height of their fame. They perform one final show which culminates their entire life's history in a single performance, from the day they were born until that day where they..."

Will you just… shut up…? She thought grudgingly, wondering why in the name of Equestria, did she ask the toy to give her a 'small' history of the theatre. She was not a rude pony by nature, but right now she just wanted this toy to shut up. However she saw something that changed her opinion on the toy's rambling words.

As they turned yet another corridor toward a pair of fancy looking doors labeled B-1 and B-2, Luna took a glance at a group of pictures on the wall to her left. One picture drew her attention, a picture of a beautiful pink mare with a blue mane and yellow eyes. Under the picture was the name of the mare, Kathermane Hoofburn.

She stopped instantly and walked over to the picture for a closer look. "Guide, this mare, can you tell me anything about her." She asked, wondering if the toy perhaps would stop rambling about the theatre and its policy about burying its stars in a private graveyard behind it and talk about this mare.

The toy turned and looked at the picture for only a second before, as Luna hoped, it started rambling about the past mare. "Miss Kathermane Hoofburn is a very famous actress in the theatre, having been a famous star for six years before she died at the height of her career seventy five years ago to the date. She is most remembered for her performance, Glorious Morning that she performed in the first year here. She then became known for introducing the theatre to the star following her, Spencer Tail, who would rise to fame after the death of Miss Kathemane. She then started another stage of her career in which she stared in leading female roles of Shakespeare plays. One thing that truly made her famous was how she refused to behave the way Fantasia Society expected mares to behave in her age rage and at the time she was a star. At that time many mares were subservient to stallions, and it was a popular idea that stallions were in charge and chose their mares and married them, whether or not the mare wanted to or not. The only way they could prove themselves worthy of making their own decisions in Fantasia was if they were capable of defeating the stallions in a special staring contest called Mind over Aura, in which they both test the limits of their mental strengths. She however did not conform to that idea and instead rejected every single stallion she came across with her exceptionally strong mind and even stronger willpower, determined to resist the ideas and ways of thinking in her time. This is of course proven wrong because of the exception to one stallion in particular that she met on the final day of her career, five years after the first stallion who attempted to claim her for himself failed to do so. The King himself had become entranced with this young mare at the age of twenty nine, due to her 'madness' as he put it and due to her personality. So during the half time of her performance and at the height of her career he approached and proposed to her in the form of a gift that official records have no mention of, or any detailed knowledge as to what the gift was. All we know is that she accepted his request without hesitation, or even attempting to continue her persistence with remaining independent against male superiority, and chose to submit to the King without a second's thought. However before he could leave with her, she died at the end of the performance do a stage act. She was buried in the private graveyard outside the theatre with the gift the King gave her as proof of his love."

"So she was a very independent mare?" Luna asked the toy as she was led once more toward the doors at the end of the hallway.

"Indeed miss, she was a very independent pony and inspired other mares to be independent." It said to her as they arrived at the door that she guessed was her seat for the theatre. "I hope you enjoy the show miss, and I hope you learned a little about the glorious history of the Opera Phantom Theatre."

That is assuming you didn't bore me to death first little toy. She thought to herself as it walked away and she opened the door and stepped into her hers and Aces seats.

She took one glance out at the theatre, before she understood why the little toy was so enthusiastic about giving such a huge history about this building. The massive auditorium was as close as she could describe it, a vast open space on one half of the room where a large red curtain hung over a platform, concealing the stage from view until the show began. The rest of the room was devoted to tiers of seats, each labeled a different letter of the alphabet to indicate the quality and viewing potential of the ponies seated there. Even as she looked around, gaping at the sheer size of the auditorium, ponies were taking their seats below, across, and even above her on the tiers, talking among themselves in excited undertones and all trying to find their seats as quickly as they could. Some ponies were being led by Guides, just like she had been, barely visible to her because of their small size. At most it looked as though the entire auditorium could fit roughly six thousand ponies, but she couldn't get a clear guess because of the sheer magnitude of the theatre.

"Are you going to watch the show standing or are you going to take a seat?" Came the dull, bored voice of Ace to her left.

Luna looked over at him and nodded in understanding, taking the seat to his right as he was on the left. Ace was still wearing his suit and sported a new top hat now, which he was flipping over and over constantly. Apparently he had been waiting a very long time for her to show up because he didn't seem at all enthusiastic or interested in the show about to happen. Wanting to say something to break the uneasy silence between them that seemed to have developed so suddenly, she decided to tell him of what she discovered.

"I learned a little about the mare we are looking for after the show." She said as more ponies made their way to their seats.

Ace glanced over at her at these words, wearing his usual smug grin on his face. "Well, what did you find out?"

"I learned that the king attended a performance here in Fantasia seventy five years ago, and he gave the key to an actress named Kathermane Hoofburn." Luna said as she recalled everything that the toy had told her. "This Kathermane was a very popular and a very strong mare according to what I found out, unwilling to submit herself to any stallion's wishes or comply with what Fantasian society seemed to have dictated seventy five years ago. She starred in many performances, helped inspire a rise in how mares are viewed on this level, and became the admiration of everypony. The King supposedly fell in love with her during her last performance, and before the second half of the performance happened he gave her the key we are looking for here as proof of his love."

"I however don't think he loved her at all, in fact I don't think he even cared one bit about her. Despite what everypony here thinks." Luna said determinedly.

"Why's that little Luna?" Ace said through his grin, as if he already knew the answer.

"The King doesn't strike me as a stallion that would fall head over hoof for any mare, no matter how pretty or how good a performer they are." Luna said, remembering her interaction with the King earlier. "No in fact he probably didn't like Kathermane one bit, she was a strong willed and very independent mare. No way would she have fallen for him either, unless he pretended to be what she wanted and looked for in a stallion. I think he tricked her into accepting the key as 'proof' of his love and devotion. Then he arranged for some kind of accident on stage to happen during the second act that killed her. If she had kept the key with her, then she would no doubt have taken it to the grave with her, keeping it out of reach of any pony's hooves that he didn't want touching it."

Ace's grin grew wider and he patted Luna on the shoulder in congratulations. "Not a bad conspiracy theory Luna." He whispered. "It certainly would fit his character style, and he IS capable of making things happen that normally shouldn't happen. Still, let's see if you're right when we go and dig up her grave after the show. After all, the only pony who can tell us what happened that day seventy five years ago is Kathermane Hoofburn herself, and as you know very well Luna, the dead tell no tales."

"The dead tell no tales, but history can certainly give us insight." Luna whispered in agreement, remembering the toy called Guide that had kept on rambling about inconsequential facts.

The auditorium continued to fill as yet more and more ponies found and searched for their seats. It took roughly ten minutes more before finally, a hush filled the room and everypony turned to watch as a spotlight turned on and lit a small spot on the stage in the center of the curtains. Seconds later, Dokt strolled forward, wearing a suit and large top hat on his head.

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"Mares…. And… GENTLEPONIEEEEES!" He shouted in as dramatic a voice as could be mustered. "WELCOME TO, the SHOOOOOOOOOOOOOW!"

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Suddenly a chorus of sound, flutes and trumpets and other instruments started flaring up and several actors and actresses appeared as the curtains were pulled back, revealing a scene of sets and other cardboard pictures to resemble a city. The actors and ponies started walking around and galloping, dancing and keeping in tune with the music. The audience applauded as the show began and every eagerly awaited for the main star to appear, and they did not have to wait long.

A huge uproar of cheers rose as Izabella came into view, wearing a startling white dress with a gold leaf crown on her head and fake wings of white strapped to her side. She danced and clapped and otherwise kept in time with the music, and everypony cheered in applause as she continued to dance the opening song for their entertainment.

The opening theme was for pure fun, amusement, and otherwise to give everypony a good time before the main event took place. Luna recalled this type of dance and art in the theatre as, interpretive dance. She had attended some concerts of this type with her sister, and she had enjoyed it very much, but still didn't quite understand what it was about not hearing the words and having to figure out what the actors were trying to portray.

It took her a while to figure out, but eventually she understood that the opening story was about a village girl, played by Miss Izabella, who was pure of heart and full of good will toward everypony. She went around helping all of them with the most minor of tasks to the greatest of problems, when she clearly didn't have to. She did it for no reward and merely to be a good pony, finding pleasure and happiness in the thanks and even no thanks for the tasks she helped with. She laughed and danced with the idiots and small ponies she came across, and was generally a kind spirited pony.

The first part took roughly five minutes to play out, when she was fleeing from that same town because she was such a kind pony that they all loved her so much, that when she wanted privacy for herself she couldn't. It became a game for her now; hiding from the ponies she helped in the past and now wanted her help with everyday tasks they had become too lazy to do themselves now. The audience laughed as she pretended to be a statue with her wings, and hid inside a fake barrel of apples. Finally the villagers gave up and went about their business, leaving the stage and her alone. Finally when the coast was clear, she came out of hiding and walked toward the crowd.

"And that was just one day!" She shouted cheerfully, to which the crowd laughed in amusement.

Then the curtains closed again, and Luna could hear the sounds of things being shifted around behind the curtains. After a minute Dokt came back out on stage, wearing his suit and hat still, only now with a fake mustache and looking like a gentlepony. "Mares and stallions, welcome to the Opera Phantom Theatre." He shouted in a booming voice. "We hope you enjoy your evening here, and we hope you enjoy our greatest star's final performance with this theatre. Miss Izabella's story is as unique to this audience, as my fake mustache is to me." The crowd laughed in amusement. "Our story begins on the night of her unbirth, in a dark corner of Fantasia, where the winds never blow and few ponies tread lightly." He said as the curtains started opening, and he left the stage with them and a piano started playing a sad tune.

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The scenery on stage had changed to resemble the inside of a massive bedroom, and on top of a massive chair, covered in dark robes and barely visible unless the spotlight was on her, was Izabella. "Oh how my story begins, on this darkest of nights." She sang loudly in a very sad and somber tone. "This poor soul that stands before you, oh how some wished I had never been booorn. My mother and father how I wished they would know, what I have become oh how I long to uphold, my family honor but there's none to uphoooold. My story begins very much like yours; I was born in a way that is nothing like yours…"

Then a huge light appeared and shone down it the doorway, revealing the shadows of two ponies in the doorway, and apparently struggling with each other. "GET OUT, GO AWAY!" A mare's voice shouted desperately as a door slammed open and the sound of breaking glass could be clearly heard. "Leave me alone, I've done nothing to you please!"

The light turned off and again, the spotlight shined down only on Izabella as she was now positioned on the counter next to the bed, looking at it with probably the saddest look Luna had ever seen. "Fate has been cruel to so many like me; I never wanted to be born to thee. Mother I knew you did not want this stallion in thine house, yet this cruel world shows no mercy to the weak and the free. A hard life is lived by the mares of this life, and no love or kindness is given to those who deserve it…"

The spotlight stopped shining on her and instead the light again shined this time on the bed, where the shadowed images of the two ponies were now struggling on the bed, with one trying to push the other away and the other doing something horrible to the first. "No please. ANYTHING BUT THAT!" The mare's voice cried out in fear and desperation, as it tried to push the stallion away from her. "Take my money, take my food and belongings. TAKE ANYTHING YOU WANT BUT THAT!"

Luna watched in horror as comprehension dawned on her as to what the two ponies on the bed were struggling over. She watched as the light turned off, and the sound of a screaming mare filled the walls of the auditorium. Then it was replaced by moans and cries of sadness from the mare, and cries of elation and ecstasy from the stallion. This kept on for several minutes, until finally the screaming stopped, and three lights shined onto the stage, revealing first the bed and the door and the table between them. The door had the shadow of a stallion leaving, while the light shining on the bed revealed the shadow of a mare lying on it, crying and moaning in disgrace and despair.

The third and smallest spotlight, rested on the table between the door and bed, where Izabella stood with her head hanging in sadness. "On that day so many years past, my mother's pride and purity were stolen by the stallion whose name I will never know. For eight months my mother endured the disgrace and stinging reminder, of the stallion's face and power over her. Until the day I came, screaming and crying into this cruel world. Unloved by father, and unwanted by mother. Tis a sad fate that befalls this mare, for from such savagery and cruelty gives birth to new hope and joy."

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Luna heard this story, but could not believe her ears. How could any stallion do such a thing to a mare, why would he force himself upon her and perform such an evil deed? Then to just walk away and never be seen again, except through a filly with which he helped conceive? How can The Doctor allow THIS in his own mind? Still she had no time to think it over, as the curtains closed yet Izabella walked out, taking off her dark cloak to reveal a pure white dress. The cries of a small filly arriving into the world sounded in the background.

"I was not wanted, I was not intended, and for the rest of my life I lived day in and day out without the love of a father or the affection of a mother." She sang to the crowd. "My mother raised and nurtured me not out of love or affection, but because of duty and because she had no choice. The orphanages are too full to accept me, and for the rest of her life until her dying days she endured me. Yet I was an innocent, a small life with so much love to give, yet every time I ran to mother nothing was correct. Her smile never was fully a smile, her hugs were never a full hug, and her kisses fell short of a true kiss. Her affection was short and never given freely."

"All I ever wanted was to be loved by my parents, but because of my birth and how I was born, I do not deserve such feelings and affections." She said sadly. "Day after day I asked why did she not love me, and the day came when on her deathbed at my age of nine, when I begged her to stay with me and not leave me alone, that she finally revealed why I was born."

Izabella looked at the crowd and took a hoof and pointed it at the spotlight. "I was born not as fairy tales tell, by the wings of a stork or found in the cabbage plant field, but by the force of an evil stallion and the weakness of a mare. My father did not love me, and did not care if I was born, my mother raised me only because she had no choice, and for these simple reasons, I would never know what true love is."

Luna looked down in sadness, remembering the memory of Dinky's birth from The Doctor's perspective. He and his wife had been so happy with their filly's birth, and Dinky would always have her father's love from day one. Yet here in his mind, he gave this mare a life of absolute misery it seemed. Why would he do this, what kind of being would have such a terrible life imagined for any being?

"Something wrong Luna?" Ace whispered as Izabella started singing about the events leading to her mother's death, starting from her school days.

"How can this be, who would allow such things to happen?" She asked quietly. "What kind of being, whether it's The Doctor or the King, why would either of them allow things like this to befall the innocent?"

Ace chuckled at this and pointed down at Izabella as she continued to sing and dance to the audience. "There is never a true 'innocent' Luna, everything happens because that is the way of the world." He said quietly. "There must always be suffering and pain for the masses to endure, it is what makes them strong and gives them the strength to see each new horrible day that befalls them. Do you really think that she sees her past torments not as cruel and horrible happenings, but as trials by fire and pain for her to endure and triumph over? She may have come into the world from such cruel beginnings, yet from those beginnings she has emerged a beautiful, strong and loved mare by all who are here. Listen to her story Luna, for there is no such thing as a 'perfect' life, trials and sufferings are forever found in the background of everypony's life.

So Luna listened, she listened and listened for the first time in her life as the story played out down below on the stage. She listened to the story of a mare, brought into this world through violence and pain, never knowing the love of a father, or even that of a mother.

Luna's last thoughts as she watched Izabella sing about how she had always wanted to visit the different levels of Up while in school, were how Sparkler and Dinky had a much better life then what was being portrayed in The Doctors mind. She also repeated to herself the same words that Ace had told her to always remember.

Madness, is a state of mind.