My Little Pony: friendship is Magic is owned by Hasbro and DHX Media. Resident Evil is owned by Capcom.

Title: Rainbow Hazard

Author: TimX7

Summary: In the rainbow factory... Where fears and horrors come true... In the rainbow factory... Where no soul gets through... In the rainbow factory... Where no pony is immune...

Author's Note: Thanks to Barroroadcaster of for editing this for me.

July 0001 of the New Regal Sisters Era (NRSE)

A sky wagon lands near a secret entrance to the Cloudsdale Weather Corporation(CWC)'s weather factory in the cloud city of Cloudsdale. It's a dark night both above and below the clouds as the wagon touches down. Three foals, one colt and two fillies, are ushered out of the wagon as they stare nervously at the secret entrance. Two silent pegasi wearing body armor escort them inside, into an unknown far darker than the skies outside...

Chapter 1: The Crimson Charity

My name is Scootaloo... and I'm a failure. I failed my flight exam, the exam that I'd been training with Rainbow Dash for months in advance. And I'm not the only one. A couple other pegasi, Orion Solstice and Aurora Dawn failed alongside with me. Aurora didn't pass because of her handicap. Orion tried to help her and... now we're all here. Inside the place everypony that doesn't make it winds up in. As we waited in the 'reception area', I remember a stallion in a lab coat coming out to greet us.

"Well, hi there!" he said, cheerily. "Welcome to the Rainbow Factory! My name's Hide Atmosphere, Doctor, Hide Atmosphere, that is." He paused as if waiting for us to say something. When none of us spoke, he quickly added, "Now, if you three will just follow me, I'll show you to where you'll be processed."

Processed. We all knew what that meant. Still, none of us could do anything except follow him through the sterile, white halls. We boarded an elevator that took us down to the lower levels. There were several floors in the complex; it took us a while to get to our destination. The elevator music itself was eerily upbeat, jazzy considering what we were getting into.

We'd all heard the rumors. This was the rainbow factory, the place where useless pegasi were harvested for their pigment. Part of me wanted to believe that none of that was true, nothing but rumors and being here was just a bad dream. But what could I do? I failed my flight exam and we were in Cloudsdale. There was nowhere for any of us to run; if we even tried, we might fall right off the clouds. That still might've been preferable to getting the color siphoned out of our bodies but still... we were too scared to do anything but follow. And hope we were wrong.

We got off the elevator and that's where the factory changed. Unlike the level we were just on, this area was strictly for production and it showed. There were vats of rainbows everywhere, along with vats of some unidentified liquid. I tried not to look but I couldn't help it. The machines, the conveyor belts, all of it was far more gruesome than any of us could've imagined. Large, mechanical siphons were hooked up on the tops of walls, enormous tubes coming out of them. I was almost stunned by what I saw. I remember almost pressing myself against the other wall to avoid getting close to the siphons. The lab coated stallion didn't say anything as he led us through an area through another set of double doors.

We entered another hallway, this one lined with cells. Inside each of the cells were other colts and fillies, failures like us.

"Now, I know this looks a little gruesome," Dr. Atmosphere said, "But trust me; it's for a good cause." He stuck us in a cell at the end of the hall and closed the door. "Think of it as..." he rolled his ankle as he looked for the right words, "donating to charity," his face lit up. "Except in this case, you're donating your bodies, your colors and your lives so that everypony else can enjoy beautiful rainbows. And we all thank you so much for that. Buh-bye!"

I crawled into a corner of our cell and cried. I heard Aurora cry as well, Orion simply hung his hooves on the bars. This was it, the end. How long would it be? Hours, days, I wondered. How long would we spend in this dingy cell waiting for our turn.

A pair of guards entered the hallway. Orion and Aurora both backed away from the cell, so did the others in the other cells. The guards stopped in front of the cell next to ours.

"What are we looking for?"

The other guard held up a clipboard. "Yellow-19, red-99 and deep purple-42."

"Ain't seen a lot of DP lately."

"Eh," the other shrugged and tucked the clipboard under his leg. "We'll just take a couple more blue and red. The system will sort it out."

Together, they selected fillies and colts from the other cells. There was no resistance, no kicking or screaming, no last minute defiance in the face of the inevitable. Only silence as the children followed the would-be executioners to their final sentence.

Time passed but there was no way to determine how long. The guards only came back one other time to deliver another pair of colts, brothers, to the cell opposite ours. Finally, another pony came in, a mare, accompanied by the two guards. I could barely see her from the dim lights in the room but as she approached, I got a good look at her and my heart sank. My breathing became heavy as my own angel of death arrived for me... and it was one I knew.

"That one... The brown colt with the red mane," Rainbow Dash said. The guards opened our cell door and grabed Orion by the hooves. I screamed and lashed out, trying to free him, but I was stopped by one of the guards. He stabbed me with a taser and I fell on my flank.

"Wait!" Rainbow stopped the guard as he was on top of me, "Scootaloo? Is that you?"

I nodded, coughing as I did so.

"Scootalooo..." she looked so disappointed. "How many hours did we train to make sure that this DIDN'T happen?"

"I'm sorry..." was all I could say. It was the only thing I could think of. "Please forgive me, Rainbow. Just... just get rid of me along with the rest of them."

"What are you talking about?" Rainbow asked, appalled. "No pony is going to kill you. Unless you don't survive the processing."

What processing...? Wasn't taking us to be ground into rainbows the processing part? I was horribly confused.

"Follow me and I'll show you," she said as she let go of me and escorted us to a medical area. Past the production floor, we entered another hallway, a corridor of lab rooms. Orion was taken into one of the windowed rooms by two guards and restrained.

"Why is he being strapped to that chair?" I asked in a whisper.

"Just watch..." Rainbow replied.

I looked through the window at Orion. A technician in a white lab coat and goggles Took a syringe of something I'd later find out to be called the Spectra Virus and injected it with him. In about a minute, he started to spasm. His body twitched and his mouth hung open, then his eyes flashed the seven colors of the rainbow. It was all over in moments and then he blinked and looked around. The technician untied him from the chair and he trotted out.

"Looks like you survived the process," Rainbow Dash said to Orion.

"That was wicked!" he replied. "What was that all about anyway?"

"The Spectra Virus is our attempt to eliminate the possibility of renegade pegasi," Rainbow Dash explained.

I'd never heard the term before. "Renegade pegasi?"

"Pegasi are capable of doing a lot of things, even those that can't fly. Our wings and hooves, are very bodies are capable of altering weather patters on a huge scale just by us being here. If a Pegasus went rogue, even on the ground, it could be catastrophic for the environment. We developed the Spectra Virus to ensure that pegasi that don't pass the test have to obey."

Orion rubbed his foreleg. "So... I have to obey now?"

Rainbow knelt down to him. "It's an easy process. The virus uses a bit of the Element of Loyalty's magic to make sure your heart stays true. But unfortunately, not everypony is compatible with it."

"What happens to ponies that aren't... compatible?" Aurora asked, nervousness in her voice.

"I'll show you," Rainbow said. Scared, we followed her further into the lab. Eventually we reached some sort of generator room, similar to the production area we were in before but a massive machine occupied the center. Catwalks stretched high above us crossing the ceiling. Fillies and colts were being lead to the top of the central machine on a pulley system suspending them.

"This is what happens to ponies that are incompatible," Rainbow pointed to the machine. A pair of pegasi in biohazard suits controlled the pulley system from a terminal on the catwalk near the machine. One of the fillies, a purple one I remembered from the cells, I noticed was... different. Changed. Pieces of her mane and coat were missing, her body was ravaged. Her eyes were glossed over like she was a corpse. As she hung, she lurched out in different directions like a hungry beast. It was horrifying to watch.

The pulleys carried the filly over to the large machine in the center of the room. Suddenly, the shackles connecting her to the cables released her and she fell into the machine. A loud, grinding noise echoed through the chamber. And just like that, the pulleys continued.

"That's what happens...?"

Rainbow Dash nodded. "It used to be more monstrous when I started here... We used to just take the flunk outs and grind them into rainbows. It wasn't until Dr. Atmosphere came up with a way to spare the lives of all the foals who come into this factory. However, as you noticed, some foals don't survive processing. Instead, they undergo rapid tissue degeneration and become... zombies. It is the only we can continue to make rainbows and to end the suffering of those who turned."

That made sense. I wouldn't want to be a zombie and go through what they had through. And it was a lot better than just being discarded after your color was siphoned. A lot of this still wasn't comfortable... but at least now there was a chance that I would live.

"Yet the zombies aren't ALL foals. Some are stallions and mares, fully grown, too. The Spectra Virus isn't perfect," Rainbow said, almost mournfully. "Eventually, all those injected turn. Either you turn right away or many years later. But all eventually turn."

I could see Orion's nervousness. He survived processing and had just learned that he would eventually become one of those zombie freaks, too. Rainbow noticed it too and comforted him.

"Don't be afraid, little guy," she patted his shoulders with a wing. "You've got plenty of time before it happens to you. It'll even happen to me, eventually. We might as well make the best of our time."

It wasn't much but Orion took solace in the fact that he would likely live years before he had to go through the "recycling process". Aurora's spirits perked up a bit, too. It was better than the alternative and a pleasant end to some pretty harsh rumors.

Rainbow went to lead us back to the labs for Aurora and I's processing. When something happened. Suddenly, the lights flickered and went out. The sound of something metal clanging rang out through the building. Then the lights came on again, only this time they were red and were accompanied by a siren.

"Warning! Containment breach detected! Warning! Containment breach detected!" An automated voice said over the intercom followed by another voice. "All personnel, we have a containment breach in progress! Seal off all exits, lockdown all levels! Hazmat teams, report to emergency stations; this is not a drill! Repeat, this is not a drill! "

"What's g-going on?" Aurora asked shakily.

"Biohazard breach," Rainbow asked. For the first time today, she sounded nervous. Just like that, the fear was back. "We have to get you to a safe location."

Immediately, she led us into another one of the lab rooms and sealed the door. Guards, technicians and other pegasi scrambled past the hallways in full uniform. Something had happened, something had gone horribly wrong. We were now in more danger than ever.

A terminal on the wall lit up and Dr. Atmosphere's face appeared on it.

"Rainbow Dash! What are you doing in central processing? Where's Quarterly and Veil?"

"I don't know," Rainbow replied, stepping towards the terminal. "What's going on? There's a breach in progress?"

"That's what I'm trying to find out," Dr. A answered. "Security cameras are dead in half the facility; I can't see what's going on levels three, four, five or six."

Outside the window, I noticed a logo on the wall that read 'Level 4: Central Processing'.

"What do you think caused this? Somepony mess up? Or-"

"This doesn't seem to be an accident, no," he answered her midsentence. "It had to have been sabotage but that doesn't matter now. I'm sending hazmat and containment teams to deal with the breach but I can't tell if the lockdowns on those levels are working. I need you to make sure those entrances are sealed, Rainbow, and fast."

Rainbow nodded resolutely. "Understood."

I didn't know what we were getting into, what was going to happen to us. This time, we didn't even have rumors to go by. I think that's what made it all the scarier. Trapped deep inside this strange facility, I found out that facing death wasn't the hardest part. It was facing whatever the unknown was in here waiting for us. I learned quickly I wouldn't have to wait long.

"This had to have been an inside job," Dr. Atmosphere continued. "The damage is too far-spread, even now we're getting reports of- KRZZT!" The terminal cut off to static. The lights went out again leaving us in darkness.

"Remain calm, guys," Rainbow Dash said. My heart hit my throat. It was too dark to see anything but I felt it as Orion and Aurora huddled over to me, crouching in fear and forming a circle. I don't know if it was them shaking or me but there wasn't anything else we could do in the darkness.

"Wh-where are the lights?!" Aurora asked, her voice shrill.

"Shh," Rainbow Dash hushed her. What were we trying to listen for? What was the point of this? My body was torn in half on what to do; part of me wanted to run, the other wanted to hide. And that's when we heard it.

Hoofsteps. Not the normal clip-clop of a pony like we normally heard but shambling, two-step one, one-step two, from the hallway. I could hear my heartbeat as the steps came closer.