Slendy had been planning on speaking with Celestia, he truly had, yet as he approached her court he found himself slowing, slowing, until he stopped completely.

He abruptly turned and took a corridor that led to a tower. The corridor was lit by torches, which promptly winked out as Slendy walked into the corridor. On one wall was grey stone, with pictures hung at various intervals along it. On the other, windows overlooked the Castle gardens, which seemed to stretch on into the horizon.

Slendy continued down the corridor until he came to a flight of stairs leading up. He followed them, and found himself winding up the staircase.

After a few minutes, he reached the top. There, a signal door sat shut, with two Night guard standing on either side. When they saw him, they saluted silently, then returned to their previous position.

"Is the Princess available at the moment?" Slendy asked quietly, not wanting to wake her if she was asleep.

"Yes, sir. She should be preparing for bed. Would you like me to alert her to your presence?" Slenderman shook his head.

"No, thank you. I shall be going." Slendy turned and walked back down the stairs, leaving the two guards looking confused.

As soon as he felt the guards could not hear him, Slendy slipped into the shadows, and searched for Luna's presence. Quickly finding her in her room sitting on her bed while levitating a book, he slipped into the shadows of her room and allowed himself to become corporeal.

Luna started, and then smiled as she realized who it was.

"Slenderman! I am glad to s-MHM!" Luna was cut off as her mouth was covered by a dark tendril. Looking towards Slendy, she found him covered in waving tendrils that were seeking out the far reaches of the room and slowly covering them with darkness.

The tendril on her mouth slowly lifted, and Luna looked at her room which was promptly becoming both dark and, she realized, magically isolated. Finally, when the room seemed to be unable to physically hold any more magic, Slendy stopped and allowed the tendrils to return to himself.

"Continue, please, princess." SLendy looked at Luna as he said this. She raised a eyebrow.

"I was just going to say that I am pleased to see you…Why have you come to me? I am guessing not for a social visit." Luna gestured towards the walls that were covered in darkness.

"I am afraid not, princess. I have come across a few problems I was hoping you could help me with. First off, what is in the 5th level of the prison?"

Luna sighed. "I do not think I need to ask WHAT prison." She looked up at Slendy, and levitated her book over to the bed stand next to her bed.

"I do not know. I have attempted to break in, look in, ask, and all to no avail. Even Discord cannot break in. Celestia has cast so many muting, protection, shielding, and defensive spells on that level- not to mention a entire repeat of the spells on the room- that nopony knows what is in there. The spells vary from ridiculously simple to horribly complex. If I had to guess, Celestia has probably been casting them for hundreds or years. Whatever is in there, it would take quite a few of the best minds in Equestria to break in."

Slendy nodded. He knew this already. He had gone back to the prison to attempt to ascertain what was in the room, and was surprised to find himself having difficulty entering the 5th level.

"I have attempted to enter this…room many times and have found it impossible to do so without a long and concentrated effort which I do not, at the moment, have time for. Do you have any idea what is in there, where it came from, or why it is imprisoned there and not, say, in Tartarus?"

Luna chuckled bitterly. "I am afraid I know as much as you do on this matter, Slenderman. Whenever I ask Tia about it, she brushes me off. When I push, she becomes angry and yells. I have learned over the years to not question it."

Slendy nodded. "I must say, this makes me more and more curious as to what is in there."

Both Luna and Slendy sat silently for a moment, thinking about the 5th level.

Brining himself back to reality, Slendy spoke again.

"The other problem I wished to speak to you about is a Office of Magical Security headquarters. I know of a place, but I need another's help in both securing it and making it both efficient and usable. Would you be able to assist me in fixing this structure?"

Luna smiled. "Indeed! I enjoyed working with you last time. IS there any more you can tell me about this structure?"

Slendy nodded. Turning, he lowered his horn and raised his wings. Dark tendrils shot out from his wingtips and horn, meeting in front of him in a swirling mass of darkness that slowly, then rapidly, took shape.

"This is the place. It is deep within the Everfree forest. It is made completely of a strong metallic material. IT seems to be very deep, with only 1 of 7 floors aboveground. I would have explored it more, but I could not as it was too dangerous even for me. There were levels of radioactivity that I have never seen before."

Luna looked confused. "Radioactivity? Surly not…Celestia and I scoured this land for such things when we secured Equestria. Even the Everfree was scoured by us. We found nothing, and what we did find, we destroyed."

Slendy nodded. "It is possible that this was either too deep underground to detect…or something else is creating the radiation over time, something still active. Either way, it is there. I require assistance to dispel it. I cannot phase through it as it penetrates every spell I can cast."

Luna nodded and smiled. "I look forward to helping you." Slendy nodded. "I am gald to hear as such. No-" He was cut off by Luna.

"Hold on, Slenderman…Who built this place? The more I look at it, the more it looks...I do not know, almost familiar in style…"

Slendy shook his head. "I do not know whom built it. I was planning on having Lyra and Bon-Bon research it when we have it secured."

Luna nodded. "Alright. In that case, when do you want us to go?"

Slendy smiled inside, and allowed some humor to infect his voice. "Right now."

With that, he brought all the darkness around him and Luna, and allowed them to fall into the shadows.

AS he located the structure in the Everfree, he heard a terrified, surprised scream from Luna that promptly turned into a laughing cry, "AHH! I wasn't ready! Tell me before you do that!" Slendy chuckled under his breath, amused by both the princesses response and the idea that sound could travel while in the Void.

He located the structure quickly, and placed them on a mountaintop overlooking the valley in where the structure was located.

The valley was invisible under a canopy of trees of every size, shape, and color. On the far end of the valley, Slendy could make out a waterfall that seemed to disappear into the trees.

The structure itself sat below them. It was built into the mountain, with a cliff above it and a long, switchback path leading up to it. The path looked like it might have once been wider and more traveled, but now was slowly giving into the Everfree as erosion and the trees began to retake what was theirs.

Slendy glided down the mountain, and stopped to hover in front of it, looking at the building. Luna followed closely, curious about the place.

The structure, or what could be seen of it, was nothing but two metal walls that were built into the mountain. They were both easily 40 feet tall and 20 feet wide, and sat side by side. There seemed to be a faint yellow and black striped line that ran across each entrance, as well as faded, unintelligible writing on both.

SLendy waited a moment, and then flew forward toward the wall. At the last moment, he allowed himself and Luna to fall into the shadows and emerge on the opposite side of the wall. They emerged in a pitch black space that smelled of musky air and decay. Before Luna could light her horn, a fait whirling rang through the space and lights came on on the ceiling of the space, which Luna could now see was a wide, hard, black road made of some sort of concrete. Looking to her left, Luna could see another, identical road that lead from the other metal wall that in turn led to the outside. Looking over at Slendy, she found him examining a door built into the side of the wall on the right side of the road. Walking over, she watched his horn glow faintly before the door opened.

Almost immediately a foul smell reached her. Gagging, she shielded her face with her wing until the smell passed.

"What in Tatarus was THAT?" she asked, fanning herself with her wing as she did so.

Slendy did not respond, just walked forward. She heard his hoofsteps for a moment, then nothing, then he emerged from the door and spoke.

"Just some animals that got inside and built a nest. Unfortunately, they seemed to have passed on and left their rotting corpses for us to find. The room itself seems to be a sort of control room, with panels and screens. None of it worked."

Luna nodded, before walking over to take a look for herself. When she entered, she found nothing but the lights working, and a small carcass rotting in the corner. It seemed that without any predators or air movement, the bacteria had eaten it to its bones and left nothing but the smell and bones remaining. Again gagging, Luna quickly retreated back into the larger space of the road. Looking up, she found Slendy looking at her with his head cocked sideways.

"Shall we continue, then?" was all he said.

Luna nodded and they continued down the road. The lights flickered every now and then, but overall seemed to be working.

The road emerged into a larger space after a few hundred meters. The space was filled with odd, decrepit machinery that looked vaguely like carriages. Slendy ignored the vehicles and kept walking.

"SLenderman, what are those…things?"

"I do not know. I assume that whomever built this place used them for movment and the like, but other than that anypony's guess. I will put the research and science division into figuring out how they work when we have time."

Luna nodded, satisfied with the response.

Across the larger space, sat a single door. It was similar to the ones leading outside, but was smaller and sat exactly in the middle of the opposite side of the room.

Slendy began to phase through it when Luna yelled, "Wait!"

Slendy stopped and turned to look at her. "Yes?"

She blushed. "Uh, well, perhaps we should go and get some others to help us down here? I mean, we do not know what is down there or how we are going to clear out this radiation…perhaps some other animals got inside here and are still alive? It could be dangerous, maybe some reinf-"

Slendy cut her off. "Luna, are you scared?"

She blushed harder. "N-No! Just a bit….cautious, is all. I mean, better safe than sorry…"

"Luna, You are the Princess of the Night. I am one of the oldest most powerful beings in Equestria. I control darkness. What could possibly be down there that could overwhelm us?"

Luna sighed. "I guess you are right. I still would like others here…But after we clear the radiation we can come back with them."

Slendy nodded, then spoke. "But...perhaps you are right. Before we phase through completely, I can try a spell. It makes us both invisible and untouchable, but allowes us to see our physical surroundings. IT will not protect us against radiation, but anything else we should be immune to."

Luna giggled nervously. "Alright, that sounds…good. Where did you learn such a spell?"

Slendy chuckled darkly. "It is a old battlemage spell. I observed Starswirll the Bearded practicing it once, a long time ago….no matter. Shall we?" Luna nodded hesitantly.

Slendy turned and walked up to the door. Breathing deeply, he allowed darkness to swallow both him and Luna. Unlike the other times, she could still see the area around her. Slendy, confident the spell was working, turned and walked towards the door. A tendril of darkness promptly appeared and went through the door, then retracted. Slendy's horn glowed softly, and the door, with a shudder, opened slowly. The instant it was open, silence crept into the room. Then, without warning, a low, steady moan filled the space as air rushed into the newly opened room, and the rotted corpses of at least half a dozen ponies of all types rattled to the ground in front of Slendy.

Slendy himself did not respond all that much besides a jump backwards and out of the path of the corpses. Luna, on the other hand, shrieked abruptly in surprise.

Slendy's thoughts were of surprise. "How did I miss this last time..?" Luna heard him mumble under his breath. He leaned down and examined the corpses slowly and meticulously, as if looking for the best apple in a basket. Seemingly content, he stood and turned towards the newly opened door, and walked into the corridor that it led into.

The lights in the corridor flickered on slowly, as if waking up from a long sleep. The corridor was short, and led into another chamber which had seats on either side of it, and a door on the other side of that. Shower faucets hung over the benches, and just before the chamber Luna noticed a square indent in the wall with symbols over it. Turning to Slenderman, she asked, "Slenderman, can you read these symbols?"

Turning back to her, SLendy walked in front of the indentation.

"Yes. Give me a moment."

Well he examined the symbols, Luna walked into the chamber. It was white, as everything after the large room with the strange vehicles, she realized.

"Alright, I think I know what it says."

Luna turned to Slendy. "Annnndddd?"

SLendy turned to face her. "Incinerator. It says incinerator."

Luna raised a eyebrow. "Odd."

"Indeed. To the next door?"

Luna smiled. "Alright."

Slendy walked to the next door, and repeated the process of opening the last door. This one opened with no noise, and the lights came on almost immediately. And, much to Luna (and Slendy's) happiness nopony fell out in front of them.

For the next two hours, the pair explored the structure, going down and down until the radiation levels (which steadily increased the further down the two went) barred them from progressing.

The structure was simply organized and suitably empty. The corridor from the room near the incinerator led to a square room that held a platform with a control panel. It, unsurprisingly, did not work. After phasing through, the two found that it was hollow, a sort of moving platform that Slendy called a elevator.

It led to a level that housed what seemed to be a common area, a level with rooms, a level with what seemed to be labratories, and a level that the pair could not reach due to the radiation. Surpisingly, all of the levels and all of the rooms where empty of everything. Nothing besides the doors and lights worked, and there was no sign of anypony ever having lived there besides the pony corpses that had piled out from the first door Slendy had opened.

"Well, now what?"

Luna was the first one to talk. The two stood in the center of the common area, discussing what to do next.

"Next, we clear out the radiation. My spells did not work, but I assume that yours will due to your prior…experience."

Luna nodded. "I hope so. The spell itself is very simple. It involves a teleportation spell that the caster cuts off halfway through. The difficult part is teleporting nothing but the air and polluted particles as well as cutting the spell off at the right time so that everything being teleported is destroyed in the process." Slendy nodded.

"I think I can learn to do that. Perhaps you would like to demonstrate?"

Luna nodded. Turning, she focused on a small pocket of the room, imagining it's molecules and it's essence. Then, very carefully, she imagined it disappearing into nothing, into the outside, into ANYWHERE.

The air began to shimmer.

Then, she began to estimate it's mass, volume, and density based on what it felt like in her grip. Based on that, she poured more magic into the spell.

The air shimmered very brightly, then suddenly the shimmering was gone. The pair felt a rush of air as the newly empty pocket was filled by the surrounding air.

Luna let the spell drop as she felt the air being transported, and sighed with relief. She had been worried she had forgotten the spell.

Looking towards Slendy, she smiled. "Did you get it?"

Slendy nodded. "Indeed. Let us begin."

Before they began, Slendy made them both incorporeal so that they would be able to breath.

Once that was complete, the two phased down until they were in the radiated level. The lights were on, but all the doors leading off of the corridor they found themselves in were locked. Both began to focus on what lay in front of them, and the corridor itself seemed to shimmer. As the teleportation spell completed, Slendy walked over to one of the doors and opened it. Inside was another lab, this one empty. Slowly, they cleared every room and found each one empty. Finally, they came to the last door that led director from the end of the hallway.

Slendy again opened it, and was blasted with what felt like a furnace.

In front of the two was a massive spherical chamber. In the center of it sat a large, floating, glowing ball of white energy. It seemed to be being contained by four long metallic arms that ended in quarter spheres that covered the ball of energy partly. The room was heavily irradiated, and Slendy and Luna both started the spell only to find themselves unable to complete it.

Closing the door, Luna and Slendy looked at each other.

"What is THAT?" Luna was shivering slightly, and sweating profusely.

"I believe it is a energy source of some kind. My guess would be it is magnetically contained by those metallic arms we saw, and that the ledge we were standing on with the control panel is the control panel for the entire structure's power. However, as to why our magic will not work, I have no idea."

Luna nodded. "Alight. Well, if it is a power source, it seems to be malfunctioning. Perhaps we can stabilize it?"

Slendy shook his head. "No, I do not think so, at least not yet. I do not have the understanding of it to attempt to stabilize it, nor do you. The only pony I could think of that could possibly work on something like that would be Twilight, or perhaps Celestia and Discord. Either way, we have done what we can here today. I suggest we return to Canterlot and reassess our options there."

Luna opened her mouth to disagree, then closed it, then opened it again, then closed it. Finally, she said, "Alright. That's probably our best option."

The two phased up to the shower room, and walked out into the vehicle bay, Slendy shutting the door behind him before phasing them both back to Canterlot. Neither noticed that the corpses were nowhere to be found.