Note: I made this together with my friend stickpge who is posting this on deviantart. Also this alt ending(naturely) chances some of the events orriginal.

"Any final words, you miserable worthless whore of a foal?"

Scootaloo brought her chin high, still demanding even the tiniest fraction of dignity. "You have beautiful eyes," she cooed, soft, yet clearly. Rainbow didn't say anything, she just laught maniacally while looking into Scootaloo's eyes. As she readied herself for the pain but none came.. then a hard bang took place and all Scootaloo could hear was gunfire from the otherside of the room.

*EARLIER THAT DAY*
*RAINBOW FACTORY LOWER LEVELS*

"What is the Intel, sir?" A soldier with a red mane and white fur asked to his captain.

"It's easy, Intel suggests that there is something going on in the upper levels of this facility. And we're being send in to check it out." A pony with a camouflage pattern and a green barrette.

"So we go in, check out what's going on and save any hostages, if they are any?" The red maned pony assumed.

"You're right. But we must not draw much attention so suppressed weapons only, got it?" The pony, apparently a sergeant, ordered the pony with the red mane. "Say, this is your first mission, so what's your name again?"

"Name's Brinkprint." The red maned pony proclaimed. "So, what's yours?"

"My name is Breachclear, okay?" The camouflaged pony replied.

"OK Breachclear. Let's do this." Brinkprint said, readying his weapon and putting on his night goggles.

"We'll go in through the ventilation system in order to surprise them and listen in on them." The Sergeant explained while opening the air vent. The two ponies slowly crawled through the air vent and after 5 minutes of traveling up they finally found two employees that were in a conversation.

"So I`ve heard that there were some new "failures" for the machine. I can't wait for the machine to start working again." One of the two employees said.

"I heard you, those useless pegasi have no reason to exists anymore. Might as well make them into something useful." The other employee replied.

"Okay, I guess we heard enough. let's get those two first out so that way we can take their clothes and blend in. On my mark we take them out, got it!" Breachclear whispered to Brinkprint while slowly moving to one of the two employees.

"Got it." Brinkprint whispered back.

"Okay no shooting we surprise them and slit their throat." Breachclear explained while drawing his knife.

"Got it." Brinkprint replied, ready to take the kill.

"Okay ready?... Now!" Breachclear whispered, grabbing one of the two and stabbing him in the throat. Making sure no blood came on the suit. Brinkprint quickly followed him and grabbed the other employee, slitting his throat as well.

"What do you think they meant with "failures"?" Brinkprint asked while putting on the employs suite.

"I don't know, probably the Pegasus that failed their flight test." Breachclear explained. "Crap, it's to small, I can't fit. I'm going to have to move in the shadows." Breachclear said with a annoyed tone in his voice.

"OK, I'll let you know when it's clear." Brinkprint explained.

"Sure, I'll wait in the vent. I have to get something anyway." Breachclear replied to Brinkprint while grabbing his back pack and getting a small bottle about the size of a small glass.

"And what could that be?" Brinkprint asked.

"I can`t say right now but you will, or rather, won't see." Breachclear said while putting a small bit of blood in it.

"Well get going then." Brinkprint said. "We don't have all day." He noticed two shadows coming from the corner.

"Okay here we go, let's see if this works" Breachclear said while dropping a little bit of the black liquid in the mouths of the two dead bodies, who in seconds started to buzz and rot till nothing was left.

"So I was like "no way!", and then... o hey there." An employee said when he noticed Brinkprint, mistaking him for another employ.

"O, hello." Brinkprint replied, playing along with the act.

"Psst, Brinkprint, get one of them over here." Breachclear whispered from the vent.

"Hey, you, can you help with something?" Brinkprint asked to the biggest of the two.

"Me?" The bigger employee asked confused. "OK, with what?"

"I saw a rat in the air vent but I can't seem to get the hatch open. Can you do that for me?" Brinkprint asked.

"Sure, why not. Jeff, I will meet you in the cafeteria in 5 minutes okay?" The employee said to his friend, who just nodded and went in the other direction.

As the employee opened the vent, he was surprised to see a pony inside. And before he knew it, he got pulled in side feeling only a stab in the neck.

*2 MINUTES LATER*

"Much better, now I'd better drink this since I don't have wings." Breachclear said while drinking from a small blue bottle.

"Why? what does it do, give you wings?" Brinkprint asked.

"Yes, it gives the drinker of the potion a pair of fake wings. They`re useless but real at least. So yes, captain obvious." Breachclear explained with an annoyed tone in his voice.

"OK, no need to be rude." Brinkprint replied. "So, what's next?"

*bleep*Employee # 306717 please report to the spectra chamber.*bleep*

"Hey, isn't that the number on your suit?" Breachclear said pointing to his suit.

"Hey, you're right!" Brinkprint replied. "Well, I'd better going then. It's best if you go to the cafeteria and meet that other guy. We'll meet one another later, OK?"

"Okay. Meet me back here. Oh, and take this." Breachclear said while giving his friend a small mic

"I'd better get going. don't want them to wait." Brinkprint said as he flew to the spectra chamber.

*30 SECONDS LATER*

"Hey, what took you so long got that rat?" Jeff asked his friend not knowing that it was Breachclear.

"So this may sound strange, but how could you, in theory, disable this part of the facility?" Breachclear asked Jeff.

"Well that is a weird question, but it would require the destruction of the 8 spectra tanks along with the main spectra extractor and the 2 spectra pumps. " Jeff replied to Breachclear`s question .

"Thanks. Say, where do I need to go again for work?"Breachclear said, Looking confused as to where to go.

"Spectra pump 1, Don't you remember? But aren't you hungry?" Jeff asked Breachclear with a confused look on his face.

"No, not really. The guy who asked me to take care of that rat had a sandwich on him so I ate that." Breachclear explained.

*SPECTRA CHAMBER*

When Brinkprint arrived in the room, he was greeted by horrific image. He saw a brown Pegasus being ripped to shreds inside, what looked like, the machine that made rainbows. He also noticed one Pegasus crying one the floor. She was orange with a purple mane and was accompanied by a yellow Pegasus with a green mane. "Ah, Employee # 306717, at long last you're here." A male voice said from behind him.

Brinkprint shuck his head and started talking. "Yes, what do you need me for?" He said as he turned around. He saw a dark red pegasus with a lab coat.

"It seem we have some disturbances with the machine, but nothing too bad for you right?" The dark red pegasus said as he looked at Brinkprint's flank, seeing it was a blueprint.

"Sure, give me the blueprints and I'll fix it for the next few months." Brinkprint replied. "What is your name again, sir?"

"Excellent, my name is doctor Atmosphere." He replied with a satisfied look on his face. He brought Brinkprint to the archive and gave him the blueprints. "Here, this should be enough."

As doctor Atmosphere left the room, Brinkprint's mic went on.

*spectra pump 1*

"Brinkprint, can you hear me? Brinkprint come in!" Breachclear asked hearing only static on the other side.

"Hey, you down there, get up here!" A female voice called to him. As he looked up he saw a cyan Pegasus with a black cloak looking down on him. "Are you deaf? Come up here!" She barked to him

"I will be there in a minute." He replied while climbing up a ladder. "I'm here. What do you need me for? I have more things to do." He said with an angry tone in his voice knowing that the longer he was to stay there the smaller the chance of them escaping.

"I want you to escort the next set of failures to the theater room." The cyan Pegasus replied.

"Sure, which way do I have to go then?" Breachclear asked looking around checking for weak spots to plant explosive`s.

"They're outside. Give them a warm welcome would you." the cyan Pegasus replied. as she left Breachclear's mic started making noise.

"Breachclear, you there?" Brinkprint said threw the mic.

"This is Breachclear. I read you. I'm at the main spectra pump, but I`m going to get some other ponies, but first I have to get some more wing potion because I feel my wings breaking apart. Can you make a distraction for me so I can get it and plant explosives?" Breachclear asked over the mic.

*ARCHIVE*

"OK, it may sound strange, but plant the explosives on the stronger parts of the machines." Brinkprint explained. "The machines can still work if only the weaker parts are destroyed, so keep that in mind. Also try getting those ponies out of here. You don't want to know what I've seen."

"I will do my best but that distraction better come fast or else they will detect me. Also, this may sound weird as well but try helping one escape in the confusion. I can do what I do best and with that confusion, they won't move the ponies fast and I can take them out and help them escape." Breach clear explained. "Also, I'm probably going to get my cover blown so get ready for a large firefight if that happens, copy?" Breachclear asked over the mic.

"Copy. Just get those ponies out of there." Brinkprint replied.

"Okay, I'm going to get my stuff and get moving. Be ready in 3 minutes or I will start planting and killing anypony to try and stop me Okay? " Breachclear asked. "Oh by the way, a cyan Pegasus is on the way to you. She looks to be their leader so make sure you get a good look at he. Do not engage, I repeat, do not engage!"

"Got it." Brinkprint replied as he turned his mic off. He quickly went to the machine and started working on it. He saw the two ponies from last discussing something, as a group of 5 pegasi approached them. They had tasars and shackles and were ready to attack the two when all the sudden the orange pony yelled "THREE!" And every pony in the room flew up and started to fly toward the door. Some of the guards didn't hesitate and attacked the giant group of ponies, but without success. Two of them made it to the door, but they noticed it was locked. As one of them started to pound rapidly on the door it suddenly shattered. Brinkprint suddenly heard his mic going off.

"Hey whatever you`re doing it's drawing a lot of attention. By the way, how did you like my handy work on the door. It's now no longer an obstacle and all explosives are placed. Proceeding with the extraction the other ponies. By the way, can you sabotage the machine in your chamber while I get them since I can't get in there in my current uniform." Breachclear said while getting in contact with some other pony. "Hammer 1-6 this is alpha 0-1. I require an immediate evac for civilians. How long is it going to take?" Breachclear asked while looking around, making sure that no pony saw him.

"Alpha 0-1 this is hammer 1-6. I'm inbound ETA 5 minutes. Get all civvies and get ready in the lower facility." Hammer 1-1 replied through the radio.

"Roger that hammer 1-6. Mind waiting longer?" Breachclear asked getting no answer, which indicated that he understood. "Brinkprint, get ready. We're getting out of here in aprox 10 minutes, copy.?" Breachclear asked while running to the location of the ponies, readying his LMG with a suppressor.

"Got it!" Brinkprint replied. He saw that most of the employees were still in the room when he heard a noise coming from the vent. It was the orange Pegasus from earlier. The guards recognized her as well and quickly grabbed her and strapped her to the machine. They didn't notice Brinkprint however, hiding behind the machine.

*MEANWHILE*

"Okay , they should be right here." Breachclear said looking at a locked door. He started to grin as he pulled a large breaching device from his back pack. "Trick or treat!" He yelled, firing a small grenade into to the door which, after impact, detonated, blowing the door up and taking out the two guards behind the door. "Right, follow me." He said to the Pegasi who just nodded and followed him to the air vent. "Okay, get in there until I get back okay?" They nodded again. "Good I'm going to get someone first." He said, getting out that same device again and reloading it.

*SPECTRA CHAIMBER*

Brinkprint saw the orange pony secured into chains, and in pain. "Breachclear, they are ready to reactivate the machine. Whatever you're going to do, make it fast!" Brinkprint said through the mic while staying unnoticed.

"Any final words, you miserable worthless whore of a foal?"

The orange pony brought her chin high, still demanding even the tiniest fraction of dignity.

"You have beautiful eyes." She cooed, soft, yet clearly. The Cyan pony didn't say anything, she just laught maniacally while looking into the oranges pony's eyes. As she readied herself for the pain but none came..

"If your behind the door stand back. If not, enjoy the fireworks." Breachclear said over the radio, firing multiple rounds into the door before blowing it up and running in firing precise shots, making sure not to hit the orange pony in the chains or their leader.

"What's going on down there?" The cyan pony yelled out.

Brinkprint quickly flew up and knocked down the cyan pony. "Hey, what's your name?" Brinkprint asked to the orange pony as he untied the chains.

"Scootaloo." She replied.

"Hey, stop talking and get her down or we won't get out of here!" Breachclear yelled, taking heavy fire from the guards.

"Scootaloo, I want you to do exactly as I say, got that?" Brinkprint asked.

"O... OK" Scootaloo replied in a bit of a shock.

"Follow me!" Brinkprint yelled out as he flew to Breachclear.

"Well it took you long enough, I'm pinned down! Use this and cover me while I go set the charge on this god forsaken piece of shit. Then we have to move to the air vent so we can get picked up by hammer 1-6, so move up!" He said, tossing some explosives in to the gaping mouth of the machine and pickling a detonator, giving it to Scootaloo "Here, pull it as soon as we're airborne!" He Yelled as gave her the detonator and drew his LMG and suppressing the enemy`s.

"You're not going anywhere!" The cyan pony yelled out as she flew to the group.

"R...Rainbow Dash." Scootaloo said with fear in her voice.

"I beg to differ." Brinkprint said as he flew right into Rainbow Dash. The two collided, but Rainbow Dash was more skilled in flying so she managed to knock Brinkprint to the ground. On ground however had Brinkprint the advantage. Rainbow tried to punch Brinkprint but he just stopped it with a single hoof and used the other hoof to knock her out. He quickly tied Rainbow up and carried her on his back.

"Good, we're out of here. Hammer 1-6 where are you? We're going to run a little late but don't leave until we're here AURGH!" Breachclear yelled over his radio while getting hit in his shoulder. It was nothing to bad, just a scratch.

"This is hammer 1-6. We're on station but I don't see you, but I will wait." Hammer 1-6 replied over the radio.

"OKAY, NOW IM PISSED AND WE ARE LEAVING NOW!" Breachclear yelled with a very angry tone in his voice while tossing a grenade to the guards who ran away.

"Wait!" Brinkprint yelled out. "I still need to get the blueprints. Scootaloo, you seem like a tough kid. Carry Rainbow Dash for a while, OK?"

Scootaloo just nodded and quickly toke Rainbow dash on her back. Meanwhile, Brinkprint ran into the archive where he left the blueprints on the table. he quickly grabbed them when he heard footsteps behind him. It was doctor Atmosphere pointing a gun at him, ready to fire it. "To bad, I actually kinda liked you." He said. Brinkprint didn't hesitate and kicked the gun out of his hooves with his hind leg, quickly flew up, grabbed the gun and putted 3 shots in doctor atmosphere.

"Why the hell is it taking so long, they're getting better in aiming AND I'm running low on ammo so move your ass or you will have a nasty surprise on your back!" He yelled to him while getting pinned down by more guards. "Scootaloo, stay down that`s an order!" Breachclear yelled when noticed she started to move.

"I'm back!" Brinkprint yelled with the blueprints on his back. "Now time to get out of here!" The group made their way through the factory into the air vent.

"You go first. I'll catch up trust me!" He called while maintaining a hail of lead *catching crack* "Shit, don't do this!" Breachclear yelled at his jammed gun tossing it away, pulling the pin on one of the grenades and tossing it to the guards.

"Here, take this!" Brinkprint yelled as he gave Breachclear the gun he got from doctor Atmosphere. "It has 14 bullets left inside so make them count!"

"Thanks, now get going!" Breachclear Said to his friend while aiming and shooting with deadly accuracy *click click* "I'm out." He said to himself looking down to the vent "Better get ready because I'm coming in!" He said while loading a last bullet inside shooting the undetonated grenade on his bag before jumping down. Once down he was greeted by Brinkprint and Scootaloo and 3 three other pegasi.

"We better get going." Brinkprint said. "Breachclear, where the hay is that evac!"

"It's outside the facility, if hasn't left. Hammer 1-6, where are YOU!" Breachclear said over the radio.

"This is hammer 1-6, we're going for a landing. Better be ready for I'm on bingo fuel so move your ass, got it?" Hammer 1-6 replied.

"Copy, we will be there just don't leave us, okay?"

"Roger. Hammer 1-6 out"

"So you're here to rescue us?" Scootaloo asked, slowly getting less afraid.

"You can say yes, but we were here to take that facility down and get anyone out who was inside who wasn't trying to kill us." Breachclear explained while popping a green flare to indicate their position since it was dark outside.

"This is Hammer 1-6. I'm getting a fix on your sparkle. Hang tight, we're inbound. Are there any wounded down there?" Hammer 1-6 asked over the radio

"Negative we're fine. Just get us out of here." Breachclear replied looking at the large metal VTOL landing in front of them.

As the 6 ponies walked inside they heard noises coming from the air vent. "Quick, go inside!" Brinkprint yelled as he picked up Rainbow Dash and entered the VTOL.

"Don't let them escape!" One of the employees yelled when he just exited the air vent.

"This is hammer 1-6. We see you have a little problem. Should we help out?" the pilot asked.

"Roger that waste them!" Breachclear yelled to the pilot who started to spin up his minigun.

"Everypony's inside!" Brinkprint yelled out.

"This is your pilot speaking, there will be no drinks or food served onboard of this flight. Thank you for flying hammer air have pleasant flight." The pilot said while flicking some switches and getting the VTOL airborne but leaving the hatch open.

"Very funny, now take off!" Brinkprint yelled. Once outside blast range, Brinkprint looked at Scootaloo and started talking. "Do it." He said.

Scootaloo first hesitated but then closed her eyes and squeezed the detonator.

*click* it sounded and a massive colored light came from the facility's upper floor with machine parts flying around like fireworks.

"Wooohooo! Now that`s what I call a firework" Breachclear yelled very excited.

*2 WEEKS LATER*

The residents of Cloudsdale were shocked when they saw the newspaper. "Rainbow factory's dark secret revealed." It said on the cover. "There have been many rumors about the secrets of the rainbow factory upper floors, but since the explosion of two weeks ago slowly, but surely, large details have been given away by Celestia. Apparently, the factory made spectra, the individual colors, out of the pegasi who failed the fly test. The leader of the factory, Rainbow Dash, has been brought to light and is now being interrogated about the events that have been happening these past few years. The four survivors ,one of which had personal contact with the head leader, are now getting Psychological help. The identities of the men who went in and received this information are still unknown."

* C.S.F HQ 14:30 EUROPIAN TIME*

"Well, ain't that a bitch." Brinkprint said as he tossed the news paper in the garbage.

"Well, that is one of the more nasty parts of our line of work. No fame, no glory, just more fighting and the usual 26 hours of free time, and then the next operation." Breachclear said working on a termite bomb.

"What are you doing, anyway?" Brinkprint asked while slowly making distance from Breachclear.

"Building a termite bomb for use against doors or walls." Breachclear replied while connecting some wire`s to the bomb.

"Well lucky you. You get to make bombs while I get the boring paper work." Brinkprint said as he pulled out a bunch of document out of his drawer.

"Well I'm done. I will help for 5 minutes but then I'm out of here. I have an appointment with somepony down in ponyville." Breachclear replied.

After some hard paperwork the two split up started to enjoy their day of. Brinkprint went to visit his niece, who was a member of the wonderbolts. Breachclear went to ponyville to see how the Scootaloo was doing and to give her something, a medal, for bravery in the face of danger.