What should one do when they find their current knowledge lacking? After the changeling attack, Twilight has to answer that question and for her the solution is simple enough. But her chosen path may yet turn out to be her downfall. Will the cost of knowledge be too high? Or will she be victorious in her journey into the paths of darker magic? One way or another Twilight will find it out as she learns under her new teacher. There is however one thing everypony close to Twilight should remember, that history likes to repeat itself...

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A/N: Tags will probably be added as the story progresses. Updates may be irregular. Flames will be ignored, constructive criticism is welcomed. Now the image: background by me (and it shows), NMM recolor by DoctorXFizzle.

After GLaDOS is uploaded into a potato battery, Wheatley humiliates the AI even further by uploading her into a project that was abandoned by Aperture a long time ago. In the blink of an eye, she finds herself in a deformed body of flesh and bone that resembles an equine, and is just as powerless as one too. It comes with all of its needs and bodily functions as well. To make matters worse, she's trapped in a land full of insufferable creatures that just want to make 'friends.' Will GLaDOS' cold, sadistic sense of humor and morals get the better of the ponies? Or will they peel away the once artificial being's metallic shell and find that there's a softer side? Probably not, but it's worth a try.

Story Theme: Tyler Bates - I Love You (Watchmen OST)

Thanks to Meeester, MrJoshy, and funkyferret for proofreading/reviewing.

Cover by Fedte16.