The Fall of the Rainbow Factory

Chapter 1

Stargazer was a broken pony, hardened by his dark past and rejection by the citizens of Equestria. Though the sky blue Pegasus appeared normal, he was not a Pegasus at all, but a Changeling. Only sixteen, Stargazer had been separated from the Hive for almost ten years, and his life of wandering had taken its toll on him. He had been running from the Cloudsdale Weather Corporation for six months. Time after time he had settled down, thinking that he was safe, and time after time his pursuers had tracked him down, and the young Changeling, once again, had to flee. His most recent narrow escape had brought him to Las Pegasus, or "The Embarrassment to the Empire" as some ponies called it. It was the gambling capitol of the known world. It did not take a genius to recognize the corruption that ran deep within the roots of the city. His pursuers were hot on his trail, and Star needed a place to hide. He ran into one of the casinos that lined the streets, which was uncharacteristic of him. He was not the gambling type, so nopony should look for him there. Just in case, though, he found a secluded corner and changed forms. Now he was a blue Unicorn mare with an ace of hearts card as his cutie mark. He came out of hiding. After he grabbed a brown fedora off of a passing pony's head, he observed himself in one of the many mirrors that lined the casino's walls.

He smiled. He looked PERFECT. Nopony would recognize him looking like this. He wandered about the casino for a bit watching ponies scream in frustration at the machines or each other, and every now and then, the light hearted cheering of a lucky winner. As Stargazer turned the corner, he froze. His heart stopped, and his pupils dilated in fear. There were only a few things on this planet that could scare him, could trouble his soul like it was troubled right now. One of them was going back to the Factory, forced to torture and kill ponies, or die a terrible death himself. The second fear was genetic: running into the pony you were disguised as, and he was standing face to face with a mare that looked EXACTLY like his current form.

The mare stammered, obviously shocked at seeing a replica of herself. "Who... I... You... What...?"

Stargazer breathed rapidly. His plan had gone terribly wrong. He tried to calm his nerves, to tell himself that it wasn't as bad as it seemed. It was not working. "Please don't be alarmed," he told her. "I can explain..."

"You can explain?" she shouted. "You can explain how you look exactly like ME?!"

Ponies had stopped what they were doing and had begun to stare at the scene the mare was making. Stargazer was panicking on the inside. If he didn't play his cards carefully, he would end up exposed, and the place would be on lockdown while the authorities tried to flush out the Changeling. He took a deep breath.

"Yes," he began carefully, looking around. "I can, although I would rather not explain in public."

"I... fine. Just... lead the way."

Stargazer nodded and lead her to a secluded corner and looked around. Nopony was paying any attention to them any longer, thank the Sisters. He spotted a stallion, obviously drunk, staggering away from the bar. "Do you see that pony over there, the drunk one?" he asked her. She nodded. Stargazer closed his eyes and changed forms to look like that stallion, then changed into his Changeling form. The mare gasped and her eyes widened. Stargazer changed back into his usual, Pegasus self. "I am Changeling." he told her. "Please don't panic. I have been separated from the Hive for quite some time now."

"Wh-what is a Changeling doing this far west?"

"I was running," he explained, "From the Cloudsdale Weather Corporation. They followed me, so I ran in here and chose a random form. I couldn't have guessed that the form belonged to somepony here."

"Well, why are they chasing you?" she asked. "It's not like there is anything to hide about the weather..."

Star stared at her. "If there wasn't, believe me, I wouldn't be here."

"If it's so bad, why don't you tell Princess Celestia?"

Stargazer shook his head. "That's the thing, Celestia is in on it. She was deceived over a thousand years ago. Besides, she wouldn't listen to a Changeling."He sighed. "I need a place to hide, so I'd appreciate it if you didn't say anything. If you help me, I promise I will be gone by sunrise."

There was a few minutes of silence as the mare appeared to be thinking. "Fine," she consented. "I'll help you on one condition."

Star was hesitant. He didn't want to agree to any condition as that would put him under her control. He didn't like being controlled. On the other hand, her cooperation would make things much easier. He sighed. "What's the condition?"

She smiled and elbowed him. "Drinks are on you tonight."

"Okay," he agreed. It seemed fair. "I only have thirty bits though, so please try and stay sober, okay?"

The mare laughed. "Sober? Me? Ha!"

Stargazer groaned. Of all the ponies on the face of the planet, why did he he have to get stuck with her? This was going to be a looooooooong night. As they were walking to the bar, Star noticed that the mare was uneasy. Changelings were very sensitive to the feelings and emotions of others, as they fed off of one in particular. It's not like she didn't have every right to be uneasy, but she didn't need to be. "Don't worry," he told her. "I don't bite."

"Are you sure?" The question was not one asked in a joking tone, it was a serious question. Star noted this and responded, trying to lighten the mood.

"My mom does, but I don't."

He heard her laugh, barely. That was good. The more relaxed she was, the more relaxed he would be, and the easier this situation would pass. They arrived at the bar, and the bartender asked what they wanted. "I'll just take an apple cider," Stargazer said. "I don't need any alcohol in my system," which was true. Changelings, unlike ponies, were very sensitive to what they ingested. Even just a bit of alcohol would make Star very unstable. He turned to the mare. "You?"

"Just a shot of absinthe," she said.

The bartender nodded and walked off to get their drinks. Stargazer looked at the mare. "I don't believe I caught your name."

She smiled. "I'm Ace of Hearts, but you can call me Ace. What's yours?"

He hesitated for a minute. Should he tell her his name? He was kinda trying to remain hidden. Stargazer shrugged. He supposed it wouldn't hurt anything seeing as he wasn't going to be staying more than one night here. "I'm Stargazer, but you can call me Star. I also go by 'Hey, you!'"

Ace laughed and extended her hoof. "It's nice to meet you, Stargazer."

He shook her hoof. "Likewise."

The bartender returned with their drinks. Stargazer thanked him and gave him the money he owed. Ace downed her drink in one gulp, while Star was content with just sipping his.

"So," Ace asked him, "Do you want to stay here for a while and get a few more drinks, or do you want me to show you to your room?"

Star shrugged. "I suppose a few more drinks wouldn't hurt." He was about to call the bartender, when he noticed two ponies enter. Their expressions alone showed that they were not here on friendly business. They were muscular stallions in dark blue uniforms embroidered with the letters CWC. Cloudsdale Weather Corporation. Stargazer swore under his breath. "On second thought, I think I'll turn in for the night."

Ace looked at him in confusion. "Why the sudden exit?"

Star nodded in the direction of his pursuers. "They're here."

She gawked at him. "Whatever did you DO? It must have been pretty bad if they sent ponies like THAT after you."

Stargazer was getting anxious. "I don't want to talk about it. Where's the room I'm staying in?"

"Follow me," she responded. Stargazer trotted after her. He would hide in the room she had so graciously provided until the ponies left. In the morning, he would be gone. She turned and lead him down a hallway. Star looked behind them and almost fainted from fright. The two ponies were following them and were no more than two hundred feet away.

"We're being followed," Star whispered into Ace's ear.

Ace looked behind her and quickened her pace. "They won't do anything to me, right?"

Stargazer shook his head. "You don't know any details. They might question you, but you'll be okay." It was a lie, and Stargazer knew it. The Cloudsdale Weather Corporation didn't want their secret getting out, and they weren't afraid to kill anypony who might know ANYTHING on the spot. He should've run away the first time he saw Ace. He never should have dragged her into this. "How much further?" asked a very nervous Stargazer.

Ace pointed to an elevator at the end of the hall. "We're almost there."

The elevator door opened and the two ran inside. Star was about to ask what button to press, but the panel had a large "Out of Order" sign over it. Ace noticed it too, and began to panic. Stargazer would not let them die, not like this. He began to charge up a teleport spell. "What floor?" he asked.

Ace's eyes were as wide as dinner plates and her breathing had accelerated. "Thirteen," she answered in an almost inaudible whisper.

Stargazer released the spell. There was a flash and the two of them were on the thirteenth floor.

"What?" exclaimed a now very confused Ace. "How did you..."

"Changeling," he reminded her. "I can use magic, even though I look like a Pegasus."

"I know," she said, "But, you can TELEPORT? Ponies can do that? That's incredible!"

Stargazer shrugged. "It's actually a pretty simple spell. It requires a bit of energy, though, so I can't do it too often."

"Amazing!" Ace gave him a room key. "Listen, I don't have any empty rooms right now, so you can stay in mine for as long as you want. Room 121."

Stargazer took the key and bowed slightly with gratitude. "Thank you for... Well... Everything. You have been very helpful in keeping me hidden from my pursuers. I'm sorry that I dragged you into this. I will be gone by morning, and this will all be but a dream."

She smiled. "I'm glad to help. It's what I'm here for." She turned around and walked down the hall.

Stargazer walked along until he found Room 121. He walked in and locked the door. He was still amazed at the mare's kindness. She didn't even know him, but she was helping hide him, and even let him use her room! He could never in a millennium begin to repay her. He walked to the bed and felt it. It was the softest thing he had felt in a long time. "Nice..." He did not, however, sleep in the bed. He jumped up and attached all four hooves to the ceiling. Hanging upside down, he closed his eyes and fell asleep.