MLP RAINBOW FACTORY!

by DJ Pon-3 WUBS

not mine orignal story search up my little pony Rainbow Factory

Rainbow Factory

Anonymous Cheetah

Anonymous Chipmunk

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To enable screen reader support, press CTRL + ALT + Z. To learn about keyboard shortcuts, press CTRL + FORWARD SLASH.

Thanks Rocky for translating it into Polish.

Thanks Douglas Khaos for translating it into Portuguese.

Thanks xPantherax for translating it into Spanish.

Thanks Neon Explosion for translating it into Dutch.

Thanks Stargaze for translating it into German.

Thanks for translating it into French.

Thanks RainDH for translating it into Russian.

Thanks Thornbough for translating it into Hungarian.

Thanks '?' for translating it into Korean.

If you like my stories, please consider donating. ^_^ Any little bit is appreciated!

I'm selling out! =D Buy a T-Shirt or Hoodie if you enjoy the series.

Pegasus Device (The official sequel) can be found HERE

Try a youtube reading:

Setzertrancer's

MicTheMicrophone's

A few things to consider. One, this is what I'd like to call a Gluefic. It's pretty [Grimdark]. It

contains blood and violence, and some swearing. Two, I'd like to thank the countless people

who've helped me review the story and get it ready for public viewing, especially Autumn

Wind, CradeElcin from ponychan, and superkikid from youtube. Three, it is based off of the

song Rainbow Factory by WoodenToaster. Go search for it on youtube, and have a listen

before reading this fiction. You'll realize that A. it's awesome and B. It's 20% spookier than

most other things you've listened too :P Finally, thanks to evildoctor and flight-warrior for

letting me use their pictures, and #EquestrianStudy for editing it. And with that, my story

begins.

Rainbow Factory

By Aurora Dawn

"Now a rainbow's tale isn't quite as nice

?As the story we knew of sugar and spice"

There's long been rumors as to how, exactly, rainbows are made in Equestria. While a

great amount of Pegasi ponies are employed in the Rainbow department of the weather

factory, almost all of them do the low-end work. What's know is that great streams of Spectra,

the individual colours of the rainbow, flow through large grates and into vast vats. From there,

workers carefully and equally mix the spectra into the coagulated rainbow pools that dot and

run through the factory and surrounding city. Next, that mixture is pumped to the floor below,

where other employees atomize it and store it until the active weather Pegasi deploy it in field.

However, no one knows how individual Spectra is made. Supplies are never seen

being brought in, leaving not even a clue what goes into a rainbow. Tourists, when visiting the

factory, are treated to an extremely foreboding and plain wall, with massive solid doors baring

entry to anypony at any time. While most of the facility's various signs and architecture is

bubbly and welcoming, the Rainbow Factory's upper floor was protected by harsh imagery of

potential hazards and death, and the cloud wall was made not out of the clean white of the

rest of the city, but of a black, quietly thundering fog.

To become an employee of the upper Rainbow Factory mean sacrificing any life

outside those black walls. Workers are sworn to secrecy and forbidden from leaving, and live

inside the facility itself. Those few who ever managed to make it out not in a body bag were

twisted and disturbed, too damaged to ever bring themselves to talk about it. A lot of theories

were proposed; Dark magic from captured unicorns, chemicals and environmental hazards

that no sane pony would tolerate, and even thoughts of another unknown sister of Celestia's,

destined to create the Spectra instead of raise a sun or moon.

None of them could be farther than the truth.

"But a rainbow's easy once you get to know it

With the help of the magic of a pegasus device"

"C'mon, Orion! We're gonna be late for our final test!" Scootaloo called to a friend of

hers. She was older, now, in her last year of flight school. She, like all other pegasus in the

school, was terribly nervous of the final test. Those that passed were granted freedom into the

world, to find their cutie marks if they haven't yet, and become working ponies.

A little known, or at least little thought-about fact, was of what happened to the fillies

that failed their test. While uncommon, one or two from every class generally didn't have it in

them to perform the rigorous acts and maneuvers. Those that failed their tests were looked

down upon in the worst of ways, shunned, and hated. Cloudsdale had always bred a form of

nationalism amongst it's occupants. If you weren't the best, or didn't show the potential of

being the greatest, you weren't allowed to be part of the 'glorious collective'.

Scootaloo moved a little to the side as Orion, a tall, yet fairly skinny pony, settled next

to her. He fluffed his light brown feathers and gave a worried attempt at a smile as he stared

around where he sat. They were sitting in the large open waiting room onlooking the coliseum,

with all the other graduating pegasi. Just visible in the distance was The Factory. Orion

glanced at it, and gulped.

"What's the matter, Orion? You afraid of getting a dead end job on the snow line?"

Orion chuckled a bit, then closed his eyes and sighed. "No.. It's just... I don't know. I

don't think I can do this. What if I fail? What if I *don't* fail, but do just bad enough to still be

disliked by everyone? I don't know if I can take being deported. Where do we even go,

anyways?"

Scootaloo gave Orion a friendly punch. "No one knows, you dolt. And we're not going

to fail. Everyone here is going to be fine. I know I will at least pass," she laughed. "Thanks to

Toggle screen reader support

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Rainbow Factory

Anonymous Cheetah

Anonymous Chipmunk

Comments

Share

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To enable screen reader support, press CTRL + ALT + Z. To learn about keyboard shortcuts, press CTRL + FORWARD SLASH.

Thanks Rocky for translating it into Polish.

Thanks Douglas Khaos for translating it into Portuguese.

Thanks xPantherax for translating it into Spanish.

Thanks Neon Explosion for translating it into Dutch.

Thanks Stargaze for translating it into German.

Thanks for translating it into French.

Thanks RainDH for translating it into Russian.

Thanks Thornbough for translating it into Hungarian.

Thanks '?' for translating it into Korean.

If you like my stories, please consider donating. ^_^ Any little bit is appreciated!

I'm selling out! =D Buy a T-Shirt or Hoodie if you enjoy the series.

Pegasus Device (The official sequel) can be found HERE

Try a youtube reading:

Setzertrancer's

MicTheMicrophone's

A few things to consider. One, this is what I'd like to call a Gluefic. It's pretty [Grimdark]. It

contains blood and violence, and some swearing. Two, I'd like to thank the countless people

who've helped me review the story and get it ready for public viewing, especially Autumn

Wind, CradeElcin from ponychan, and superkikid from youtube. Three, it is based off of the

song Rainbow Factory by WoodenToaster. Go search for it on youtube, and have a listen

before reading this fiction. You'll realize that A. it's awesome and B. It's 20% spookier than

most other things you've listened too :P Finally, thanks to evildoctor and flight-warrior for

letting me use their pictures, and #EquestrianStudy for editing it. And with that, my story

begins.

Rainbow Factory

By Aurora Dawn

"Now a rainbow's tale isn't quite as nice

?As the story we knew of sugar and spice"

There's long been rumors as to how, exactly, rainbows are made in Equestria. While a

great amount of Pegasi ponies are employed in the Rainbow department of the weather

factory, almost all of them do the low-end work. What's know is that great streams of Spectra,

the individual colours of the rainbow, flow through large grates and into vast vats. From there,

workers carefully and equally mix the spectra into the coagulated rainbow pools that dot and

run through the factory and surrounding city. Next, that mixture is pumped to the floor below,

where other employees atomize it and store it until the active weather Pegasi deploy it in field.

However, no one knows how individual Spectra is made. Supplies are never seen

being brought in, leaving not even a clue what goes into a rainbow. Tourists, when visiting the

factory, are treated to an extremely foreboding and plain wall, with massive solid doors baring

entry to anypony at any time. While most of the facility's various signs and architecture is

bubbly and welcoming, the Rainbow Factory's upper floor was protected by harsh imagery of

potential hazards and death, and the cloud wall was made not out of the clean white of the

rest of the city, but of a black, quietly thundering fog.

To become an employee of the upper Rainbow Factory mean sacrificing any life

outside those black walls. Workers are sworn to secrecy and forbidden from leaving, and live

inside the facility itself. Those few who ever managed to make it out not in a body bag were

twisted and disturbed, too damaged to ever bring themselves to talk about it. A lot of theories

were proposed; Dark magic from captured unicorns, chemicals and environmental hazards

that no sane pony would tolerate, and even thoughts of another unknown sister of Celestia's,

destined to create the Spectra instead of raise a sun or moon.

None of them could be farther than the truth.

"But a rainbow's easy once you get to know it

With the help of the magic of a pegasus device"

"C'mon, Orion! We're gonna be late for our final test!" Scootaloo called to a friend of

hers. She was older, now, in her last year of flight school. She, like all other pegasus in the

school, was terribly nervous of the final test. Those that passed were granted freedom into the

world, to find their cutie marks if they haven't yet, and become working ponies.

A little known, or at least little thought-about fact, was of what happened to the fillies

that failed their test. While uncommon, one or two from every class generally didn't have it in

them to perform the rigorous acts and maneuvers. Those that failed their tests were looked

down upon in the worst of ways, shunned, and hated. Cloudsdale had always bred a form of

nationalism amongst it's occupants. If you weren't the best, or didn't show the potential of

being the greatest, you weren't allowed to be part of the 'glorious collective'.

Scootaloo moved a little to the side as Orion, a tall, yet fairly skinny pony, settled next

to her. He fluffed his light brown feathers and gave a worried attempt at a smile as he stared

around where he sat. They were sitting in the large open waiting room onlooking the coliseum,

with all the other graduating pegasi. Just visible in the distance was The Factory. Orion

glanced at it, and gulped.

"What's the matter, Orion? You afraid of getting a dead end job on the snow line?"

Orion chuckled a bit, then closed his eyes and sighed. "No.. It's just... I don't know. I

don't think I can do this. What if I fail? What if I *don't* fail, but do just bad enough to still be

disliked by everyone? I don't know if I can take being deported. Where do we even go,

anyways?"

Scootaloo gave Orion a friendly punch. "No one knows, you dolt. And we're not going

to fail. Everyone here is going to be fine. I know I will at least pass," she laughed. "Thanks to

the tips from Rainbow Dash, I'm sure to be fine."

"Oh, yeah, sure. That reassures me. That's actually just as, if not even more

reassuring, than the psychopathic hate everypony here seems to love to spread."

"Quit panicking, scaredy-wings," Scootaloo replied. "The only one here I think even

might fail is that yellow pony with the dark green mane. She's the one who was out sick for

that month, you know."

"Oh, yeah," Orion remembered as he craned his head in the other pony's direction.

"The one who had that bad case of hoof and wing. She looks pretty confident though."

"I suppose we'll see," Scootaloo trailed, turning to look at The Factory herself. It gave

her chills, not of fear, but pride. "I hope I get some cool active weather job. Can you imagine?

Everyone in Ponyville or Fillydelphia staring up at me, going 'There goes Scootaloo! Such an

amazing flier! And from Cloudsdale, there can be no doubt!'" She smiled in excitement,

forgetting her tension for the moment.

"That would be something, I'll admit. Mind you, just coming from Cloudsdale... who

wouldn't be in awe?"

"Exactly. Praise the Flock."

"Praise the Flock."

"Places, places, every pony." A massive, buff Pegasus walked towards the entrance to

the coliseum. "We're going to do this by name. Your adjudicators are on the east side of the

field. Do not, I repeat, DO NOT, fly too far west. If they lose sight of you for any reason, you'll

be failed, immediately. Take deep breaths. Stretch your wings one last time. The test will

consist of three sections. Weather clearing, Agility, and finally Recovery. Clear the clouds, fly

through the hoops, and then fly to the marked elevation. Close your wings for at least three

seconds. Any less and you'll fail, but keep in mind there's no 'extra points' for extra seconds.

Finally, recover before you hit the cloud floor. Understood? Any questions?" The instructor

paused, and carefully glanced at every single pony in the room. Everyone's eyes were

completely focused on him, and none were creased with confusion. "Alright. Aurora Dawn.

You're up first. Clear, Fly, Fall, Complete."

The yellow pony nodded and walked quickly up to the starting ramp with purpose. She

stared at the watching judges, waited for a nod from all three, and then took off with powerful

force. The ramp bounced slightly from the force of the take-off.

Every pony watched as Aurora quickly reached the starting altitude, and then began a

direct and purposeful attack on the positioned clouds. With expert timing and intelligent

angles, the sky was soon empty of any moisture. Scootaloo and Orion watched with open

mouths as they watched the first testee pull fast and tight turns, expertly shooting dead center

through each and every hoop. Finally, Aurora pulled herself up to the proper altitude, hovered,

and closed her wings.

The group of students gasped as she started plummeting, down towards the clouds,

and counted breathlessly. One... Two... Three. They sighed as they watched her wings open

in the correct amount of time, collectively holding that relief.

Suddenly, Aurora's wings whipped upwards, and the group of students flinched in

horror as they all heard the loud, hollow SNAP, only to be suddenly replaced by an unending,

piercing scream. Many, like Orion, shielded their eyes with their wings, as others like

Toggle screen reader support

Vinyl Scratch

Vinyl Scratch

Vinyl Scratch

Rainbow Factory

Anonymous Cheetah

Anonymous Chipmunk

Comments

Share

File

Edit

View

Help

View only

To enable screen reader support, press CTRL + ALT + Z. To learn about keyboard shortcuts, press CTRL + FORWARD SLASH.

Thanks Rocky for translating it into Polish.

Thanks Douglas Khaos for translating it into Portuguese.

Thanks xPantherax for translating it into Spanish.

Thanks Neon Explosion for translating it into Dutch.

Thanks Stargaze for translating it into German.

Thanks for translating it into French.

Thanks RainDH for translating it into Russian.

Thanks Thornbough for translating it into Hungarian.

Thanks '?' for translating it into Korean.

If you like my stories, please consider donating. ^_^ Any little bit is appreciated!

I'm selling out! =D Buy a T-Shirt or Hoodie if you enjoy the series.

Pegasus Device (The official sequel) can be found HERE

Try a youtube reading:

Setzertrancer's

MicTheMicrophone's

A few things to consider. One, this is what I'd like to call a Gluefic. It's pretty [Grimdark]. It

contains blood and violence, and some swearing. Two, I'd like to thank the countless people

who've helped me review the story and get it ready for public viewing, especially Autumn

Wind, CradeElcin from ponychan, and superkikid from youtube. Three, it is based off of the

song Rainbow Factory by WoodenToaster. Go search for it on youtube, and have a listen

before reading this fiction. You'll realize that A. it's awesome and B. It's 20% spookier than

most other things you've listened too :P Finally, thanks to evildoctor and flight-warrior for

letting me use their pictures, and #EquestrianStudy for editing it. And with that, my story

begins.

Rainbow Factory

By Aurora Dawn

"Now a rainbow's tale isn't quite as nice

?As the story we knew of sugar and spice"

There's long been rumors as to how, exactly, rainbows are made in Equestria. While a

great amount of Pegasi ponies are employed in the Rainbow department of the weather

factory, almost all of them do the low-end work. What's know is that great streams of Spectra,

the individual colours of the rainbow, flow through large grates and into vast vats. From there,

workers carefully and equally mix the spectra into the coagulated rainbow pools that dot and

run through the factory and surrounding city. Next, that mixture is pumped to the floor below,

where other employees atomize it and store it until the active weather Pegasi deploy it in field.

However, no one knows how individual Spectra is made. Supplies are never seen

being brought in, leaving not even a clue what goes into a rainbow. Tourists, when visiting the

factory, are treated to an extremely foreboding and plain wall, with massive solid doors baring

entry to anypony at any time. While most of the facility's various signs and architecture is

bubbly and welcoming, the Rainbow Factory's upper floor was protected by harsh imagery of

potential hazards and death, and the cloud wall was made not out of the clean white of the

rest of the city, but of a black, quietly thundering fog.

To become an employee of the upper Rainbow Factory mean sacrificing any life

outside those black walls. Workers are sworn to secrecy and forbidden from leaving, and live

inside the facility itself. Those few who ever managed to make it out not in a body bag were

twisted and disturbed, too damaged to ever bring themselves to talk about it. A lot of theories

were proposed; Dark magic from captured unicorns, chemicals and environmental hazards

that no sane pony would tolerate, and even thoughts of another unknown sister of Celestia's,

destined to create the Spectra instead of raise a sun or moon.

None of them could be farther than the truth.

"But a rainbow's easy once you get to know it

With the help of the magic of a pegasus device"

"C'mon, Orion! We're gonna be late for our final test!" Scootaloo called to a friend of

hers. She was older, now, in her last year of flight school. She, like all other pegasus in the

school, was terribly nervous of the final test. Those that passed were granted freedom into the

world, to find their cutie marks if they haven't yet, and become working ponies.

A little known, or at least little thought-about fact, was of what happened to the fillies

that failed their test. While uncommon, one or two from every class generally didn't have it in

them to perform the rigorous acts and maneuvers. Those that failed their tests were looked

down upon in the worst of ways, shunned, and hated. Cloudsdale had always bred a form of

nationalism amongst it's occupants. If you weren't the best, or didn't show the potential of

being the greatest, you weren't allowed to be part of the 'glorious collective'.

Scootaloo moved a little to the side as Orion, a tall, yet fairly skinny pony, settled next

to her. He fluffed his light brown feathers and gave a worried attempt at a smile as he stared

around where he sat. They were sitting in the large open waiting room onlooking the coliseum,

with all the other graduating pegasi. Just visible in the distance was The Factory. Orion

glanced at it, and gulped.

"What's the matter, Orion? You afraid of getting a dead end job on the snow line?"

Orion chuckled a bit, then closed his eyes and sighed. "No.. It's just... I don't know. I

don't think I can do this. What if I fail? What if I *don't* fail, but do just bad enough to still be

disliked by everyone? I don't know if I can take being deported. Where do we even go,

anyways?"

Scootaloo gave Orion a friendly punch. "No one knows, you dolt. And we're not going

to fail. Everyone here is going to be fine. I know I will at least pass," she laughed. "Thanks to

the tips from Rainbow Dash, I'm sure to be fine."

"Oh, yeah, sure. That reassures me. That's actually just as, if not even more

reassuring, than the psychopathic hate everypony here seems to love to spread."

"Quit panicking, scaredy-wings," Scootaloo replied. "The only one here I think even

might fail is that yellow pony with the dark green mane. She's the one who was out sick for

that month, you know."

"Oh, yeah," Orion remembered as he craned his head in the other pony's direction.

"The one who had that bad case of hoof and wing. She looks pretty confident though."

"I suppose we'll see," Scootaloo trailed, turning to look at The Factory herself. It gave

her chills, not of fear, but pride. "I hope I get some cool active weather job. Can you imagine?

Everyone in Ponyville or Fillydelphia staring up at me, going 'There goes Scootaloo! Such an

amazing flier! And from Cloudsdale, there can be no doubt!'" She smiled in excitement,

forgetting her tension for the moment.

"That would be something, I'll admit. Mind you, just coming from Cloudsdale... who

wouldn't be in awe?"

"Exactly. Praise the Flock."

"Praise the Flock."

"Places, places, every pony." A massive, buff Pegasus walked towards the entrance to

the coliseum. "We're going to do this by name. Your adjudicators are on the east side of the

field. Do not, I repeat, DO NOT, fly too far west. If they lose sight of you for any reason, you'll

be failed, immediately. Take deep breaths. Stretch your wings one last time. The test will

consist of three sections. Weather clearing, Agility, and finally Recovery. Clear the clouds, fly

through the hoops, and then fly to the marked elevation. Close your wings for at least three

seconds. Any less and you'll fail, but keep in mind there's no 'extra points' for extra seconds.

Finally, recover before you hit the cloud floor. Understood? Any questions?" The instructor

paused, and carefully glanced at every single pony in the room. Everyone's eyes were

completely focused on him, and none were creased with confusion. "Alright. Aurora Dawn.

You're up first. Clear, Fly, Fall, Complete."

The yellow pony nodded and walked quickly up to the starting ramp with purpose. She

stared at the watching judges, waited for a nod from all three, and then took off with powerful

force. The ramp bounced slightly from the force of the take-off.

Every pony watched as Aurora quickly reached the starting altitude, and then began a

direct and purposeful attack on the positioned clouds. With expert timing and intelligent

angles, the sky was soon empty of any moisture. Scootaloo and Orion watched with open

mouths as they watched the first testee pull fast and tight turns, expertly shooting dead center

through each and every hoop. Finally, Aurora pulled herself up to the proper altitude, hovered,

and closed her wings.

The group of students gasped as she started plummeting, down towards the clouds,

and counted breathlessly. One... Two... Three. They sighed as they watched her wings open

in the correct amount of time, collectively holding that relief.

Suddenly, Aurora's wings whipped upwards, and the group of students flinched in

horror as they all heard the loud, hollow SNAP, only to be suddenly replaced by an unending,

piercing scream. Many, like Orion, shielded their eyes with their wings, as others like

Scootaloo could only watch, terrified, as the blur of yellow, green, and red plummeted into a

cloud with a dull 'thump'.

Wasting no time, the instructor walked forwards again as the three judges simply

pointed down and started shuffling papers around. Speaking loudly, as if nothing had

happened, he called out again. "Daisy Fields. Clear, Fly, Fall, Complete."

Scootaloo and Orion stared slack-jawed, as another pony gulped, than walked

forwards onto the path and took off. They turned back to the tuft on the cloud where Aurora

landed and stared. As the wind blew the fragments that were thrown up from the collision

away, they saw the shivering yellow body attempt to move, only to collapse with a cry.

"Faraday Spots. Clear, Fly, Fall, Complete."

Aurora still struggled to walk, wailing with every step. Her legs weren't broken, she

could use them fine, but it was obvious the pain from her wing joints and the loss of her

potential life was crushing her. Scootaloo felt Orion shuffle uneasily, tears welling in his eyes

as a frown formed on his face.

"Holiday Shine. Clear, Fly, Fall, Complete."

"No one's coming to help her," Orion seethed through closed teeth.

Scootaloo felt extremely sad for the yellow Pegasus, but couldn't see herself helping

her. She would be failed herself and sent away, far away from Cloudsdale and any familiar

place on Equestria, to a place where she and any other failed students could never stain

Cloudsdale's reputation. It was a terrible shame, but Scootaloo couldn't fail herself. She

couldn't fail her friends, and she definitely couldn't fail Rainbow Dash. Not after the care and

help she had given her Scootaloo's whole life. Scootaloo blinked the tears from her eyes, and

forced herself to watch the competing students. One after another took off, successfully

passed the test, and flew to the east gate, under the judges' spot in the stands. That's all

Scootaloo focused on. Pass the test. Fly to the gate. Live a happy life.

"Orion Solstice. Clear, Fly, Fall, Complete."

"...No."

"What?" The instructor took a step back, one leg left raised in the air. "You can't just

refuse your flight test. Get out there before you piss the judges off."

"No. D-Don't even pretend you care about my future if you don't care about hers,"

Orion defied, unsure about himself. "You say you want me to get a good life, and yet you let

those that fail suffer unbearable pain."

"Get the fuck onto that field before I fail you myself," the instructor shouted menacingly.

"Fine," Orion spoke sharply, before walking onto the ramp. He stared at the Judges,

waited for the individual nods, and the second they came he took off. However, long before

the starting altitude, he turned sharply and landed gently next to Aurora. She turned and

looked at him, blood running down her forehead and sides, and tears streamed down her

face.

"Wh... What are you doing? You'll fail, like me. You'll be exiled."

"I'd rather be exiled from a place that treats ponies like this than live my life while

other's don't live theirs."

Aurora smiled, happiness briefly replacing her sadness in her blackened, puffy eyes,

until she stumbled again and intense pain flashed across her body. Orion leaned in close,

using his wing to brace the yellow pony against himself. He stared up at the judges, beaming

hate with his vision. They stared down, unaffected, and simply pointed down, before looking

back towards the ramp for the next contestant.

Scootaloo stood shocked, hardly hearing her name called. She moved numbly up the

ramp, never taking her eyes off her friend and the pony he sacrificed himself to help. After a

brief moment, she shook her head, recovered her thoughts, and looked to the judges.

Thoughts passed through her head as she watched them all nod.

Oh, Celestia. What do I do? I can't let everyone I know down... but, I'll never see Orion

again... I suppose... I hope he knew that risk when he did that. I'm sure he's thinking the same

right now.

She glanced at Orion. He wasn't looking at her. She took off, heartbroken. Instinct

kicked in as the familiar rush of wind cooled her and blew her thoughts away. She stopped at

the right altitude, and then launched again, sensing and seeing every cloud, formulating a

game plan. In a matter of a couple dozen seconds, the sky was clear. She did a quick loop in

mid-flight, aiming at the first hoop. With a powerful flash of her wings, she propelled forward

through the first ring. And then the second, and then the third, expertly turning and drifting.

She curved in towards the second last ring, near the bottom of the field. As she descended,

she caught sight of Orion and Aurora, almost at the west gate now. Orion turned his head,

and smiled weakly.

Scootaloo's focus shattered. Orion knew what he did. He cared about her. He'd miss

her, and he'd never get to say goodbye.

Scootaloo cranked into the bottom part of the ring, falling backwards several feet and

hitting the ground. With a sudden intense flash of fear, she flipped herself onto her feet and

began flapping her wings, levitating off the ground. Maybe that didn't count as a failure, she

thought. I can still fly. There was a distraction on the field. She spun around to the judges.

Three hooves, pointed down.

Scootaloo started crying there, tears welling up and blurring her vision. This wasn't

right. This shouldn't have happened. None of it. Orion should have passed his test, and

cheered her on from the east gate. She shouldn't have looked at him, she should have

focused on flying. But there was no room for excuses. Defeated, she slowly hovered towards

Orion, and settled down next to him. She looked at him through her purple eyes. He looked

back, offering a smile.

"You did a good job."

Scootaloo dropped her head and sobbed. She then walked around Orion, lifted a wing

of her own, and helped Aurora walk to the west gate. Before them stood a long, unlit hall, with

only a cheap sign stuck to the wall, notifying 'Test Failees' to proceed down the hall. They

waited, only briefly, to gather themselves and prepare for where they would be taken, and

then all stepped forward together.

"Let's delve deeper into rainbow philosophy

?Far beyond that of Cloudsdale's mythology

?It's easy to misjudge that floating city?

With it's alluring decor and social psychology"

Against an empty carriage at the end the lonely hall were three imposing ponies,

leaning in a disinterested and bored pose. One of them happened to look up as the sorry

looking trio stumbled out into the open. They were on the bottom edge of the coliseum, with

the vast rolling hills and plains of Equestria visible far below.

"Hey. Boss. We got some 'dem worthless peguses," the first one called to an even

bigger pony on the other side of the carriage. "I suppose it's get 'ta work time is it?"

"Cool it, hot shot. There may be more, too."

"N-no... I was the l-last student to go," Scootaloo spoke in sobs. Orion could only hang

his head. "It... It's..." She paused, and then breathed deeply, determined to remain as strong

as she could. "It's just us three. Aurora's wings... they're broken. She needs help."

"Ain't dat just a cryin' shame, it is. What's it to us? All da better she don't come flying

back to us no more."

"We may have failed our damned test but that doesn't mean we're not worth keeping

alive!" Scootaloo shouted in a flash of rage. She was determined to hold on to as much dignity

as she could.

"Alright, alright, sheesh. Hey, Patches. Doctor her up before we head out. I don't want

any blood on dem seats, I just washed dat thing. You otha' two. In the cart."

Orion and Scootaloo hopped into the carriage and got as comfortable as they could on

the hard seats, but made sure to leave room for Aurora. As soon as the third of the large

ponies finished bandaging her wings, Aurora carefully stepped onto the vehicle, and lay down

on the bench at the back. Scootaloo inched closer to her, and leaned down to talk as the door

to the carriage slammed shut. The Boss pony was inside the back, standing by the door,

watching each of them.

"So," Scootaloo began quietly, trying not too speak too loud. "You're Aurora? I'm

Scootaloo. I'm sorry we had to meet like this."

"Any meeting of a friend is a welcome meeting," Aurora spoke gently, with sincerity in

her eyes. "We did our best. That's all we can say. That's all any of us can say. Who's to say

that the city of the deported isn't a good one, anyways?"

The thought struck Scootaloo as she considered it. No one was ever told about where

the pegasi were brought. Most ponies considered it to be some odd land, like where the

Zebras hailed from. That made Scootaloo realize something even more profound.

"Hey, if where we're taken is where Zecora's from, than there's got to be a way to get

back. It's not as if we're banned from Equestria. Flutteryshy, an old friend of mine, she's a

Pegasus who lives in Ponyville. She never passed flight school, she never took her test.

They've never come and taken her away."

"Exactly," Aurora agreed with a nod. Orion overheard, and offered his thoughts.

"I think the reason we're sent far away is because no pony from Cloudsdale ever wants

to admit that someone who failed flight school could come from their city. What a fucking

horrible place, now that I think of it. I never want to go back."

"Maybe that's why no Pegasus ever comes back. They just don't like Cloudsdale."

"You goddamn worthless ponies can hardly call yourself 'Pegasus'," Boss spoke from

the door. He was swaying ever so slightly as the carriage was lifted and moved to an unknown

location. "Useless failures is what you are. No pony comes back from exile. Regardless of

reason. Can't even pass your goddamn test, you three make me sick."

Scootaloo jumped up from her seat, lifted herself into the air with her wings, and dove

legs first at Boss. "You shut the HELL up about us, you have no right to treat others like this!"

Boss raised a hoof and backhanded Scootaloo out of the air, onto the floor. "I can treat

you however I want. You hardly classify as 'Ponies' to Cloudsdale, or any of Equestria for that

matter. Now sit the fuck down and shut up until you get to your destination."

"Where are we being taken, anyways? Not like we can tell anyone now, and I'm sure

as the deliverers, you guys should know," Orion cautiously reasoned.

"Hell if I know. We hand this carriage off to ponies in suits, and we get a bagful of coins

to keep quiet about the whole thing. It's how it's always been, for a thousand years."

The three fillies huddled together again, scared of the unknown. They kept quiet as

they waited through the unbearable trip, all lost in their own thoughts. Friends, family, loved

ones and pets. All will never see them again, and some would never find out why. An hour

passed. And then another. Finally, the uncomfortable quiet was broken by a sudden lurch as

the carriage stopped in its flight.

"Ah," Boss smiled. "There's my stop. You ponies play nice now. Have fun in wherever

the hell you're sent to." The carriage door shuffled open and Boss hopped out with a gust of

cold wind. It was night outside, now, with hardly any light to see at all. Scootaloo stared

outside, and noticed another figure staring in. It was dressed in a black suit, its tail died an

unnatural black that never occurred in nature. Its face was covered by a dark, loose fitting

mask, concealing it's mane. All that was visible were rose coloured eyes, staring indifferently

at the three ponies inside. They stopped on Scootaloo momentarily, unrecognizing, but she

stared back. A second passed. The dark pony slammed the door shut, and the carriage took

off once again.

"At least we can talk, now," Aurora whispered in the dark.

But they had nothing to talk about.

But with all great things comes a great responsibility

?That of Cloudsdale's being weather stability?

The carriage finally shuddered to a stop. The three desolate foals blinked their eyes

awake, having all resolved to conserve energy for whatever came next. With a loud scraping

noise, the doors shook, and then swung wide open. Several more ponies, obscured by masks

and suits, were moving around the area. Scootaloo blinked against the light from what she

was seeing.

They were in a cloud building. As her eyes adjusted, she noticed more details. Several

of the blackened ponies were rushing around, some holding clipboards, some carrying

briefcases and other important looking items on their backs. The complex was full of

machinery and signs. Pipes ran along the ceiling, and a loud 'whirr' ran in the background,

occasionally joined with other industrial sounds such as crashes and alarms. Scootaloo

gasped.

"This place... the architecture... it's all so familiar... I think we're in the weather factory!"

Orion frowned. "That can't be right. We were travelling for way too long. We've got to

be far away from Equestria now, not to mention the city."

"Actually, Scootaloo may be right," Aurora mused. "I noticed... it was maybe the same

amount of time from when we left the coliseum to the place the carriage drivers swapped, that

it was from the swap place to here. But... I don't know. I'm confused. Maybe that's just a

coincidence."

"Welcome, mules," A large and powerful voice commanded. Several of the suited

ponies moved to make way for a deep, dark red pegasus dressed in a white lab coat. "You

degenerates are probably wondering where exactly you are. Stupid fillies. You're in

Cloudsdale! The Rainbow Facility, to be correct. Allow me to show you around."

"What's going on here? Do you expect to use us as slaves? Because I'd rather be

deported, thanks," Scootaloo yelled. Orion and Aurora got off their seats and stood behind

Scootaloo, nodding in agreement.

"Like you failures have a choice. You'll be here for the rest of your lives! Oh, I'm sorry,

where are my manners? I am Dr. Atmosphere. My degree isn't a medical one, I shall reassure

you, in case you're picturing some dreadful surgery going on behind the scenes. Strange how

so many worthless pegasus get that idea. No, no, my degree is in engineering. I'm one of the

Forecolts in this facility. I'm sure you've all had the tour of the lower factory, no?"

The three ponies nodded slowly, unsure of what was going on.

"Excellent! Who can tell me where the tour begins?"

Orion spoke up, first. "Where the Spectra comes from upstairs and is mixed."

"Very good. What a pity you're utterly useless to the Flock, you could have been a

smart one." Dr. Atmosphere smiled sadistically and patted Orion on the head. "But, today,

we're on the upper floor. Please, follow me, and don't get too far behind, or one of my helpers

will be forced to... encourage you." With that, he winked at the suited ponies.

With nods, three of them at the rear leaned forwards and jabbed each of the pegasus'

with tasers, shocking them to the ground. Dr. Atmosphere whinnied in laughter as they all

yelped and fell, and continued into a soft chuckle as they all stood up again.

Scootaloo blinked more tears from her eyes, and shook herself again, trying to lose the

tingling in her nerves. She turned and quickly looked at each of the suited ponies, catching

each of them in the eye when she could. None of them were the rose-eyed pony from the

carriage. Begrudgingly, she started walked behind the red engineer.

"You simply must be careful in this department," Dr. Atmosphere began in a tone not

unlike the many tour guides in the lower floors. "There's plenty of nooks and crannies and

vents and vats one could fall into. One must be careful not hurt themselves. After all, you're all

hopeless as it is, any more so and even we couldn't use you." He glanced behind himself

maliciously as the three foals frowned in insult.

They were walking down series of halls with vibrating machines and assembly lines

lining the way, occasionally ducking under low hanging wires or carefully stepping over

steaming pipes. As they walked, though, the building became cooler and cooler. All three

were watching, sensing, looking for any way out. They couldn't see any.

"Now, let me tell you a story. Cloudsdale is where the weather is made. Without us, the

rest of Equestria would starve, freeze, drown, and generally be a not-very-happy place. That

gives us a special honor, one that can't be tainted by, er, incompetent foals like you. How

could the world look up and trust us if pegasi like *you* are flying around wearing the

Cloudsdale name? No, no, we needed to do something with all of you. And then we got a

delicious idea, one day, over a thousand years ago. Those were some smart ponies back

then, I'll say. You don't find too many of them these days. But I digress, ha ha. Here, now,

through these doors, quickly now, before more encouragement is supplied." Dr. Atmosphere

opened a heavy looking door in a cramped corridor, and offered a hoof inside. Scootaloo

stared up at him. He glanced at a suited pony. Scootaloo and the others walked inside, as he

laughed again.

"Enjoy the rest of your pitiful life."

And with that, he slammed the door closed. They all turned, and looked at the big room

they had been lead too. It was fairly open and empty, almost like an theater room. At one end

of the room, there was six square vats, each one nearly full with individual Spectra. Above

them was a peculiar looking machine. From a central stack, six hoses broke off and lead

above each of the individual vats. At the top of the stack was a single opening, red with rust

despite the rest of the machine to be shiny and clean. Even further above that was a fairly

complex looking object, with chains and gears hanging off of beams and pipes loosely.

Running even higher than the whole machine was a length of scaffolding, with doors on either

side leading out of the room. Down on the floor, a small collection of defeated, crying ponies

sat, chatting quietly.

"Those suits, there, those are from that other flight school across town," Aurora

informed, sounding shocked. "And... those other ponies, sitting over there, see? I remember a

trip we went on once with Levitating Acres private school. I remember them from that trip."

"So... this is where all the failures go? Not deported, but forced to work forever?" Orion

sobbed quietly. In exchanging for helping someone, he had doomed himself and his good

friend to a life of servitude. Scootaloo reached a reassuring wing over, and lifted his chin. She

smiled at him, understanding his depression.

"At least we don't have to go through it alone," she cooed softly.

Suddenly, there was a commotion in the group of ex-students. One pony from an

unidentified school took off, headed towards one of the doors on the scaffolding. Immediately,

two suited ponies launched at record speed and both clipped the fly-away with their tasers.

The pony spasmed in air, and then dropped like a stone. With an audible crack as he landed,

and a violent burst of twitching, all the other ponies walked back, staring horrified at their

friend. They watched, hopefully, for a long time.

He didn't move.

Some cried softly, most others turned away, too far confused to feel any more

emotions.

"I guess that option's out," Aurora quietly said to no one in particular.

"But, you can't fly right now, anyways," Orion questioned.

"That medic guy, Patches or whatever he was called. He popped my wings back into

their joints and bandaged up where my skin tore. I won't be winning any races, but... I can fly

again."

They slowly walked forwards and joined the group of ponies, looking at each other with

understanding sorrow.

"Eyes front and centre, you inept mules," one of the suited ponies shouted. After the

previous display, no one challenged that order, and stared at the scaffolding, just as one of

the doors opened.

How, you ask, are they up to the task?

To which the answer is in a simple facility?

A few official looking Pegasi walked in on the scaffolding, and turned to look down on

the group with disgust. One of them stood onto a small podium set up in the center, and

began speaking loudly and clearly.

"By now, you've all clearly determined that you are not going into exile. There is no

deportation. There never was. You are in The Factory. You will never leave The Factory. And

while you may be called useless, that's also not entirely true. You're worthless to the flock as a

Pony. But, you still have purpose! Purpose to all the ponies in this land, far and wide. You get

to help us make rainbows! Beautiful, magical rainbows, doesn't that excite you?" The

mysterious announcer grinned ecstatically, taking in all the disgusted looks from every foal on

the floor below him. "I thought so," he chuckled. "It is just such an honor, you know, it leaves

every pony entrusted with the task speechless too! Now, do we have any volunteers?"

Again, everypony below glared with hate. One brave pony, a light pink one from

Levitating Acres, walked forward a few steps, then yelled.

"How could you ever get away with this? How could Celestia, or even Luna know about

this and tolerate it? It's slavery! It's torture!"

"I think you'll find it's more than that," a second official pony walked out the shadows

and up to the podium. The pony was in a suit, and masked. The first pony walked off the

podium and allowed the second to talk. Scootaloo noticed that it was the rose-eyed pony from

before. She watched, more intently now. The voice was familiar.

"A thousand years ago, when Celestia banished Luna from Equestria and sent her to

the moon, she was charged with three tasks. She originally was in charge of raising the sun,

and showering the land with rainbows. But, with the moon being an additional task, she had to

hand down the responsibility of rainbows. Celestia entrusted the Pegasi of Cloudsdale to

make the rainbows for her, from them on. For the first dozen years, we were given powerful

unicorns to help create Spectra. Spectra is pure pigment, pure colour. Everything is full of

Spectra, but you can't just harvest it. You can never separate colour from an object. So it was

made artificially with magic." The masked pony never took her eyes off the brave pink one.

"That is, until our top engineers made a breakthrough. They discovered an ingenious way to

extract pigment, and it was so beautiful even a simple machine could do it. But it couldn't be

done with just anything. The conditions had to be right."

"What did those horrible people do," the pink pegasus screamed, growing angrier by

the minute.

The mysterious pony whipped off her mask, unveiling more than her rose eyes. Her

skin was a light cyan, and her mane was a gorgeous rainbow. Several of the fillies gasped;

Scootaloo's knees weakened as it hit her. It was Rainbow Dash. Scootaloo's thoughts raced

through her mind, and the room started spinning. It couldn't be. An evil twin, maybe. Perhaps

some neglected sister. Rainbow Dash couldn't be this evil. She was her friend, her mentor...

her only family, even if not by blood. How... How? How was all she could think.

"It had to be live ponies! Only in ponies, where magic and Spectra ran freely together!"

Rainbow Dash threw her head back and laughed maniacally. "Only then could the Spectra be

separated! And it was such a beautiful idea, such a wonderfully horrible idea. It worked so

well; we could create exponentially more rainbows, of better quality with real Spectra. And it

finally gave us a way to prevent Cloudsdale from being tainted by all those horrible pegasus

which couldn't fly! Ahahahah!"

Scootaloo couldn't take it. While all the other ponies were exclaiming their disgust and

fear, running and screaming for where they came in, backing off as suited ponies surrounded

them and herded them back into the centre of the floor, Scootaloo couldn't take it any more.

"I THOUGHT YOU LOVED ME!" She wailed, cutting Rainbow Dash's laughter short.

"Huh?" She turned, and noticed the amber-orange pegasus.

"I thought you loved me! How could you do this to me? I thought you cared for me!

After all the help... All my life, you've treated me like a little sister! And I treated you like my big

sister! You were my big sister, to me! You were the only family I've ever had, and you knew it!"

Tears were pouring down her face now, obscuring her vision again. Her throat hurt from the

crying and shouting, but she couldn't stop. "After... after everything... you're just going to let

me die? I tried so hard, for you..."

She stared at the floor for a moment. Everyone was silent. Then Scootaloo looked up

slowly, and while she couldn't see for the sadness in her eyes, she looked straight at Rainbow

Dash. Straight into those rosy eyes, past them, and deep into Rainbow Dash herself.

"I thought... you loved me."

Rainbow Dash returned the look. Her eyes revealed no emotion, no love, no care, only

apathy. Slowly, however, they glared at Scootaloo. Pure, seething hate erupted from Rainbow

Dash's mouth, as she screamed in return.

"I DID LOVE YOU! I tried so hard for you! I taught you everything I knew, in hopes you

would pass your test! You had it in you kid! I knew... I knew what they did here. Ever since I

performed that Sonic Rainboom, and they approached me... They wanted to find more ways to

make Spectrum. They thought that, if I was capable of making rainbows, I could help them

make its components. Well, they couldn't. But I learned a lot about this place. I'm the manager

here now, you know? I worked my way up, in secret, pretending to only be simple weather

control. How do you think I could afford that massive house over Ponyville? How do you..."

She trailed, shaking her head, remembering her anger suddenly.

"I tried, alright! It was up to you to save yourself! You didn't just fail yourself. You didn't

just fail Cloudsdale. You failed me! You failed me! And that's the worst thing you could have

done. You aren't just dead to Cloudsdale, now. You're dead to me."

The room tilted as Scootaloo tried to comprehend what she was told. Her mind broke,

as she was totally unable to focus on anything. She stumbled slightly, until Orion held open a

wing, and she clung to it for stability. Rainbow Dash noticed this, and pointed and yelled with

more fury.

"You can't have happiness. You ruined me. Now I'll ruin you. Workers! The brown one,

there! Him first!"

"No!" Scootaloo, Aurora and Orion all jumped. Suited ponies cornered Orion, pushing

the other two to the side. He tried to leap out of the way, to run, but one of the stallions spun

around and kicked at him. The hoof connected to his shoulder, and Orion collapsed with a

shout.

"Get back," more Suits yelled at Aurora and Scootaloo as they dragged the whimpering

Orion to the front of the room. The giant machine at the back started humming to life, and the

assembly of chains lifted off the top and moved towards the floor. Everyone noticed they were

shackles now, and the Suits clasped Orion into them. Braving a look up, he turned to

Scootaloo.

"Don't worry, Scoots. I love you. Goodbye."

"...Goodbye, Orion," Scootaloo gasped. "I... I love you too."

With that, the chains pulled tight and lifted the brown Pegasus all the way up to the

gears. The chains grew taunt, and stretched each of Orion's limbs straight up and down.

"We find the machine works better if the ribs are broken," Rainbow Dash explained

apathetically, as the chains spun around, in opposite directions, twisting Orion. His screams

almost covered the echoing 'pop's and shattering noises. One or two jagged bones tore

through his side, and his yells faded to a slow, quiet rattle of breath. The chains untwisted,

and then the shackles opened, dropping the shattered pony into the single opening.

With horror, Scootaloo watched. Her brain, overcome with what was happening,

detached from all emotion. She noticed that the top of the machine wasn't rusty. It was blood.

Blood, just like what was being tossed up from the mangled remains of Orion, as the rest of

his body was swallowed into the great machine, finishing with one lone hoof directed straight

up, and then nothing was left.

As the hoses over the Green and Red vats of Spectrum started spewing their brilliant

colours, Scootaloo's vision started to fade, and the last thing she noticed was Aurora's

concerned, broken voice saying her name as Scootaloo flopped to the side.

In the Rainbow Factory, where your fears and horrors come true?

In the Rainbow Factory, where not a single soul gets through

"Scootaloo. Get up. Get up, now, hurry, Scootaloo. Wake up! Wake up!"

Scootaloo shook her head, briefly wondering where she was and what was happening.

In a flash, it all came back, and she jumped too her feet. Aurora was shaking her, fright

encasing her face. The Suits were starting to approach the two now, tasers and shackles up

and ready.

"Scootaloo! They're coming for us! What do we do?"

Scootaloo looked for an opening. All the doors were blocked, except for one. On the

scaffolding. The suited ponies were slowly approaching, not rushing in order to prevent the

fillies from freaking out. Fear was their tool. Scootaloo spun around, looking for an exit. There

was only one, she realized.

"I have a plan," she whispered to Aurora.

"What's that?"

"Clear, Fly, Fall, Complete."

Aurora nodded in understanding, her eyes widening. She repeated, louder now, so the

other frightened fillies could hear.

"Clear, Fly, Fall, Complete. Got it."

"One," Scootaloo started counting.

"Two," Aurora squeaked, as she backed into Scootaloo. The Suits were mere feet

away now.

"THREE!" A collective shout reverberated around the room, as every filly that could

actually fly took off. The suited ponies gasped and fell back, unsure of where to go. There was

too much confusion. A few of the faster thinking ones took off as well, tasers at the ready,

aiming at the closest pegasus they could take.

"Step one," Scootaloo screamed. "CLEAR!"

With her command, the 'failures' started targeting the dark ponies in droves. Hooves

connected with heads, and while some of the students fell lifeless to the floor, the majority of

casualties were the suited ponies. Scootaloo and Aurora landed on the scaffolding, right by

the door, and reached to open it.

It was locked.

"Oh god, what do we do now?" Aurora cried.

"We're still on Clear!" She shouted, turning around and bucking the door. Aurora

followed her, focusing the brunt of her blows on the part of the wall where the latch would be.

Rainbow Dash, on the other side of the scaffolding, recovered from her initial shock of the

rebellion, and noticed Scootaloo pounding on the door.

"Kill her," She screamed at the other important looking ponies. "Kill her!" She started to

gallop towards the fillies, forgetting her wings momentarily. Scootaloo closed her eyes,

pounding harder and harder on the door. It started to creak and splinter.

Any second now, she thought, Rainbow Dash will get here. It's over. I'm doomed. She

would have cried, but there were no more tears left. But nothing came. The door started to

split from it's frame, now, leaning inward. It wouldn't be long until it was open. She opened her

clenched eyes, peeking up at the scaffolding.

All the remaining ponies were there, pressing together, holding the enraged blue

Pegasus and her cronies back. They wouldn't last long, however- even as Scootaloo watched,

twitching and yelping ponies were falling to the floor below, some even landing in the great

maw of the Spectra machine. The pink pony from Levitating Acres was there, and she turned

to Scootaloo and Aurora, just as the door blew back into the hall behind.

"Fly," The pink pony demanded with pain in her voice. She opened her mouth to speak

again, but was cut short as the pile of Pegasus blew apart, with Rainbow Dash standing

enraged in the opening. She was on her two back hooves, her front two rolling in the air. A

small gash down her side leaked red, and her multicoloured mane was torn in a patch. An

unearthly howl passed her lips, and her rose eyes were drained of any sanity that was left.

"C'mon Aurora," Scootaloo pleaded as she spun around. "We've got to fly if we're

going to live."

"I... I can't. This is too much. I haven't healed." Aurora looked at Scootaloo with wide,

open eyes. "You go, Scootaloo. Tell everyone what happens here. Let them know." She

glanced back at the wall of students, almost bare now, as Rainbow Dash's bloodlust tore them

to pieces. Her blue coat was now glistening crimson, almost dripping as she ignored the need

for live ponies. There would be more. Cloudsdale could take a small shortage of rainbows. In

another few months, there would be more classes. More failures. But for now, all she knew is

that Scootaloo had to die, violently if possible.

Decades of working for the Rainbow Factory had fractured her. She was the only one

allowed out in public, and keeping the horrible secret with her since childhood had only lead to

psychological problems that no amount of therapy could cure. Scootaloo was her last link on

sanity, and her failure had deleted that. There was no logic in her mind any more. No care, no

capacity for compassion. Only hate. Pure, concentrated and evil hatred filled the gap her love

for Scootaloo had once occupied. Rainbow Dash was no more; only this monster remained.

"I hardly knew you, Aurora," Scootaloo cooed softly into the yellow pegasus beside her.

"I'm sorry I never knew you until all this. I'm sorry we had to meet like this, and I'm sorry we

have to part like this." She sniffed. She had found more tears.

"Any meeting of a friend is a welcome meeting," Aurora reassured Scootaloo. "Now,

you heard the other pony. Fly, Scootaloo. Fly. Goodbye."

"...Goodbye, Aurora." With that, Scootaloo, levitated and spun around, looked into the

yellow pony's eyes one last time, and launched down the cramped corridor. She had no idea

where she was going, but any chance at freedom was one she had to take.

Aurora blinked a couple times, standing in front of the door. Rainbow Dash would have

at least one obstacle in her way to Scootaloo. The blue Pony tossed the last of the other

students over the scaffolding, and slowly walked towards Aurora.

"How cute. You think that you, a useless, broken pile of manure could possible stand in

my way? You really make me laugh! None of you can compete with the awesome power I

have!"

"Love can overcome all evils in this world!" Aurora straightened herself in rebellion as

Rainbow Dash stopped in front of her. Aurora stayed in front of Dash, barring her entry down

the corridor beyond.

"Well, then, bitch. Let's see if love will overcome this one."

And with that, Rainbow Dash grabbed one of Aurora's bandaged wings and pulled,

tearing it off of her completely. Aurora collapsed on to her knees, grinding her teeth in horrible

pain. But she didn't scream. She wouldn't give in to Rainbow Dash. Rainbow grabbed her

other wing, and dragged her kicking and moaning down to the centre of the scaffolding. She

lifted Aurora up by the wing, laughing quietly to herself as the look of intense agony appeared

on Aurora's face. Rainbow Dash took to the air, bringing the squirming yellow and green pony

with her, over top of the machine. With a squeak of evil laughter, she jerked at the wing in her

hoof. It, too, disconnected from the now convulsing pegasus, and Aurora fell. She landed head

first.

The door on the scaffolding closed with a gust of wind, just as the machine began

pumping out the brightest greens and yellows it had ever produced. And there was no one

around to see it.

Scootaloo glanced backwards momentarily, her heart pounding. The noise of the

constant thump thump thump drowned out any other sound in her head, her ears throbbing

along with it. The corridor was just like the one that lead to the theater room, cramped, with

dozens of obstacles jutting out at random intervals. Straight behind her, maybe 500 metres

now, the bloody mare that used to be Rainbow Dash was cruising along herself. Both pegasi

were completely straight, hooves forward, wings beating at an impossible count, one trying to

escape, the other to capture. Scootaloo looked forward again, focusing on what lie ahead of

her.

That's all that matters, she thought. What's ahead of me. There's no changing what's

behind me. Ignore it. Focus.

For the second time in as many days, a flood of instinct overtook Scootaloo, and

despite the terror she felt in her body, the sorrow that had surrounded her, and the evil behind

her, her worries melted away and the thought of flying encased her very being. Down under

wires and pipes she ducked, up and around various workers whose complaints and shouts

were ignored, only to be repeated momentarily as the raging pony behind collided with them.

Her body doing the flying, Scootaloo's thoughts turned to escape opportunities. She

whipped around sharp corners at impossible speeds, zipped up and down countless sets of

stairs, trying to shake her murderous tail, but to no avail. She contemplated every nook and

cranny she passed, briefly considering hiding. She struck that idea down; as insane as

Rainbow Dash may be, she was still too smart to overlook any possible spot Scootaloo may

be.

But there, ahead of her, Scootaloo thought she found a solution. A garbage vent of

some kind, sticking out from the wall, down to the floor below. Momentarily she gave thought

to where it may lead, whether out of the factory or into some incinerator she couldn't tell, but it

was probably worth the risk. She snuck one last glance behind her to make sure the unstable

mare was far away enough. Rainbow Dash was paying no attention to any hazard as she

sought her prey, tearing through electrical wires and ricocheting off heated pipes, going

through any obstacle rather than around it to save time, but the collisions had slowed her

down enough to give Scootaloo a chance. She slammed to a sudden halt over the open vent,

hoping for her life.

"Fall," she muttered, closing her eyes and her wings, resisting the urge to start flapping

immediately. She counted silently to herself as shadows rushed past her closed eyes, hoping

for the best of where this vent lead. One, Two, Three. She opened her eyes and her wings,

and looked up, hovering.

Rainbow Dash was up above, looking down into the vent. Her eyes were buggy and

twitched, her hooves pounded on the edge of the vent. She was too large to follow, the filly

having barely made it in herself. But then, the anger in her face vanished, only to be replaced

by a malicious grin. She started laughing again, the cackle echoing down the vent and

reverberating in Scootaloo's mind.

"You moron! You never did have a good sense of direction!" She teased, laughing

again.

Scootaloo finally looked down, getting her bearings. "Oh, no," she squealed.

She was in the theater room again. Only, by now, it was full of suited ponies, circling

her, their masked faces seemed to be grinning at her as Rainbow Dash shouted orders down

the vent.

"Don't let her die! I must do it! Subdue her! Catch her!" She whinnied in glorious victory

as the Suits shocked Scootaloo with a taser and, as her limp body began to fall from the air,

caught her and brought her to the floor. Scootaloo blacked out momentarily as the electricity

passed through her, but she came to lying on the cold cloud floor, metal shackles preventing

her from moving. She struggled to get free.

She could hardly shake.

The chains lifted her slightly, bringing her small body eye to eye with a pegasus in front

of her. The pony was a deep, blood red, glistening in the artificial light of The Factory. Her

mane had small spots of glorious colours of the rainbow, but was mostly the same red colour

as her coat of fur. Chunks of skin were missing from small spots, and her hair was ripped in

some places, bald patches of skin in others. The only clue Scootaloo had as to who this used

to be were the rose iris' focused on her.

"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.

...

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Thanks Rocky for translating it into Polish.

Thanks Douglas Khaos for translating it into Portuguese.

Thanks xPantherax for translating it into Spanish.

Thanks Neon Explosion for translating it into Dutch.

Thanks Stargaze for translating it into German.

Thanks for translating it into French.

Thanks RainDH for translating it into Russian.

Thanks Thornbough for translating it into Hungarian.

Thanks '?' for translating it into Korean.

If you like my stories, please consider donating. ^_^ Any little bit is appreciated!

I'm selling out! =D Buy a T-Shirt or Hoodie if you enjoy the series.

Pegasus Device (The official sequel) can be found HERE

Try a youtube reading:

Setzertrancer's

MicTheMicrophone's

A few things to consider. One, this is what I'd like to call a Gluefic. It's pretty [Grimdark]. It

contains blood and violence, and some swearing. Two, I'd like to thank the countless people

who've helped me review the story and get it ready for public viewing, especially Autumn

Wind, CradeElcin from ponychan, and superkikid from youtube. Three, it is based off of the

song Rainbow Factory by WoodenToaster. Go search for it on youtube, and have a listen

before reading this fiction. You'll realize that A. it's awesome and B. It's 20% spookier than

most other things you've listened too :P Finally, thanks to evildoctor and flight-warrior for

letting me use their pictures, and #EquestrianStudy for editing it. And with that, my story

begins.

Rainbow Factory

By Aurora Dawn

"Now a rainbow's tale isn't quite as nice

?As the story we knew of sugar and spice"

There's long been rumors as to how, exactly, rainbows are made in Equestria. While a

great amount of Pegasi ponies are employed in the Rainbow department of the weather

factory, almost all of them do the low-end work. What's know is that great streams of Spectra,

the individual colours of the rainbow, flow through large grates and into vast vats. From there,

workers carefully and equally mix the spectra into the coagulated rainbow pools that dot and

run through the factory and surrounding city. Next, that mixture is pumped to the floor below,

where other employees atomize it and store it until the active weather Pegasi deploy it in field.

However, no one knows how individual Spectra is made. Supplies are never seen

being brought in, leaving not even a clue what goes into a rainbow. Tourists, when visiting the

factory, are treated to an extremely foreboding and plain wall, with massive solid doors baring

entry to anypony at any time. While most of the facility's various signs and architecture is

bubbly and welcoming, the Rainbow Factory's upper floor was protected by harsh imagery of

potential hazards and death, and the cloud wall was made not out of the clean white of the

rest of the city, but of a black, quietly thundering fog.

To become an employee of the upper Rainbow Factory mean sacrificing any life

outside those black walls. Workers are sworn to secrecy and forbidden from leaving, and live

inside the facility itself. Those few who ever managed to make it out not in a body bag were

twisted and disturbed, too damaged to ever bring themselves to talk about it. A lot of theories

were proposed; Dark magic from captured unicorns, chemicals and environmental hazards

that no sane pony would tolerate, and even thoughts of another unknown sister of Celestia's,

destined to create the Spectra instead of raise a sun or moon.

None of them could be farther than the truth.

"But a rainbow's easy once you get to know it

With the help of the magic of a pegasus device"

"C'mon, Orion! We're gonna be late for our final test!" Scootaloo called to a friend of

hers. She was older, now, in her last year of flight school. She, like all other pegasus in the

school, was terribly nervous of the final test. Those that passed were granted freedom into the

world, to find their cutie marks if they haven't yet, and become working ponies.

A little known, or at least little thought-about fact, was of what happened to the fillies

that failed their test. While uncommon, one or two from every class generally didn't have it in

them to perform the rigorous acts and maneuvers. Those that failed their tests were looked

down upon in the worst of ways, shunned, and hated. Cloudsdale had always bred a form of

nationalism amongst it's occupants. If you weren't the best, or didn't show the potential of

being the greatest, you weren't allowed to be part of the 'glorious collective'.

Scootaloo moved a little to the side as Orion, a tall, yet fairly skinny pony, settled next

to her. He fluffed his light brown feathers and gave a worried attempt at a smile as he stared

around where he sat. They were sitting in the large open waiting room onlooking the coliseum,

with all the other graduating pegasi. Just visible in the distance was The Factory. Orion

glanced at it, and gulped.

"What's the matter, Orion? You afraid of getting a dead end job on the snow line?"

Orion chuckled a bit, then closed his eyes and sighed. "No.. It's just... I don't know. I

don't think I can do this. What if I fail? What if I *don't* fail, but do just bad enough to still be

disliked by everyone? I don't know if I can take being deported. Where do we even go,

anyways?"

Scootaloo gave Orion a friendly punch. "No one knows, you dolt. And we're not going

to fail. Everyone here is going to be fine. I know I will at least pass," she laughed. "Thanks to

the tips from Rainbow Dash, I'm sure to be fine."

"Oh, yeah, sure. That reassures me. That's actually just as, if not even more

reassuring, than the psychopathic hate everypony here seems to love to spread."

"Quit panicking, scaredy-wings," Scootaloo replied. "The only one here I think even

might fail is that yellow pony with the dark green mane. She's the one who was out sick for

that month, you know."

"Oh, yeah," Orion remembered as he craned his head in the other pony's direction.

"The one who had that bad case of hoof and wing. She looks pretty confident though."

"I suppose we'll see," Scootaloo trailed, turning to look at The Factory herself. It gave

her chills, not of fear, but pride. "I hope I get some cool active weather job. Can you imagine?

Everyone in Ponyville or Fillydelphia staring up at me, going 'There goes Scootaloo! Such an

amazing flier! And from Cloudsdale, there can be no doubt!'" She smiled in excitement,

forgetting her tension for the moment.

"That would be something, I'll admit. Mind you, just coming from Cloudsdale... who

wouldn't be in awe?"

"Exactly. Praise the Flock."

"Praise the Flock."

"Places, places, every pony." A massive, buff Pegasus walked towards the entrance to

the coliseum. "We're going to do this by name. Your adjudicators are on the east side of the

field. Do not, I repeat, DO NOT, fly too far west. If they lose sight of you for any reason, you'll

be failed, immediately. Take deep breaths. Stretch your wings one last time. The test will

consist of three sections. Weather clearing, Agility, and finally Recovery. Clear the clouds, fly

through the hoops, and then fly to the marked elevation. Close your wings for at least three

seconds. Any less and you'll fail, but keep in mind there's no 'extra points' for extra seconds.

Finally, recover before you hit the cloud floor. Understood? Any questions?" The instructor

paused, and carefully glanced at every single pony in the room. Everyone's eyes were

completely focused on him, and none were creased with confusion. "Alright. Aurora Dawn.

You're up first. Clear, Fly, Fall, Complete."

The yellow pony nodded and walked quickly up to the starting ramp with purpose. She

stared at the watching judges, waited for a nod from all three, and then took off with powerful

force. The ramp bounced slightly from the force of the take-off.

Every pony watched as Aurora quickly reached the starting altitude, and then began a

direct and purposeful attack on the positioned clouds. With expert timing and intelligent

angles, the sky was soon empty of any moisture. Scootaloo and Orion watched with open

mouths as they watched the first testee pull fast and tight turns, expertly shooting dead center

through each and every hoop. Finally, Aurora pulled herself up to the proper altitude, hovered,

and closed her wings.

The group of students gasped as she started plummeting, down towards the clouds,

and counted breathlessly. One... Two... Three. They sighed as they watched her wings open

in the correct amount of time, collectively holding that relief.

Suddenly, Aurora's wings whipped upwards, and the group of students flinched in

horror as they all heard the loud, hollow SNAP, only to be suddenly replaced by an unending,

piercing scream. Many, like Orion, shielded their eyes with their wings, as others like

Scootaloo could only watch, terrified, as the blur of yellow, green, and red plummeted into a

cloud with a dull 'thump'.

Wasting no time, the instructor walked forwards again as the three judges simply

pointed down and started shuffling papers around. Speaking loudly, as if nothing had

happened, he called out again. "Daisy Fields. Clear, Fly, Fall, Complete."

Scootaloo and Orion stared slack-jawed, as another pony gulped, than walked

forwards onto the path and took off. They turned back to the tuft on the cloud where Aurora

landed and stared. As the wind blew the fragments that were thrown up from the collision

away, they saw the shivering yellow body attempt to move, only to collapse with a cry.

"Faraday Spots. Clear, Fly, Fall, Complete."

Aurora still struggled to walk, wailing with every step. Her legs weren't broken, she

could use them fine, but it was obvious the pain from her wing joints and the loss of her

potential life was crushing her. Scootaloo felt Orion shuffle uneasily, tears welling in his eyes

as a frown formed on his face.

"Holiday Shine. Clear, Fly, Fall, Complete."

"No one's coming to help her," Orion seethed through closed teeth.

Scootaloo felt extremely sad for the yellow Pegasus, but couldn't see herself helping

her. She would be failed herself and sent away, far away from Cloudsdale and any familiar

place on Equestria, to a place where she and any other failed students could never stain

Cloudsdale's reputation. It was a terrible shame, but Scootaloo couldn't fail herself. She

couldn't fail her friends, and she definitely couldn't fail Rainbow Dash. Not after the care and

help she had given her Scootaloo's whole life. Scootaloo blinked the tears from her eyes, and

forced herself to watch the competing students. One after another took off, successfully

passed the test, and flew to the east gate, under the judges' spot in the stands. That's all

Scootaloo focused on. Pass the test. Fly to the gate. Live a happy life.

"Orion Solstice. Clear, Fly, Fall, Complete."

"...No."

"What?" The instructor took a step back, one leg left raised in the air. "You can't just

refuse your flight test. Get out there before you piss the judges off."

"No. D-Don't even pretend you care about my future if you don't care about hers,"

Orion defied, unsure about himself. "You say you want me to get a good life, and yet you let

those that fail suffer unbearable pain."

"Get the fuck onto that field before I fail you myself," the instructor shouted menacingly.

"Fine," Orion spoke sharply, before walking onto the ramp. He stared at the Judges,

waited for the individual nods, and the second they came he took off. However, long before

the starting altitude, he turned sharply and landed gently next to Aurora. She turned and

looked at him, blood running down her forehead and sides, and tears streamed down her

face.

"Wh... What are you doing? You'll fail, like me. You'll be exiled."

"I'd rather be exiled from a place that treats ponies like this than live my life while

other's don't live theirs."

Aurora smiled, happiness briefly replacing her sadness in her blackened, puffy eyes,

until she stumbled again and intense pain flashed across her body. Orion leaned in close,

using his wing to brace the yellow pony against himself. He stared up at the judges, beaming

hate with his vision. They stared down, unaffected, and simply pointed down, before looking

back towards the ramp for the next contestant.

Scootaloo stood shocked, hardly hearing her name called. She moved numbly up the

ramp, never taking her eyes off her friend and the pony he sacrificed himself to help. After a

brief moment, she shook her head, recovered her thoughts, and looked to the judges.

Thoughts passed through her head as she watched them all nod.

Oh, Celestia. What do I do? I can't let everyone I know down... but, I'll never see Orion

again... I suppose... I hope he knew that risk when he did that. I'm sure he's thinking the same

right now.

She glanced at Orion. He wasn't looking at her. She took off, heartbroken. Instinct

kicked in as the familiar rush of wind cooled her and blew her thoughts away. She stopped at

the right altitude, and then launched again, sensing and seeing every cloud, formulating a

game plan. In a matter of a couple dozen seconds, the sky was clear. She did a quick loop in

mid-flight, aiming at the first hoop. With a powerful flash of her wings, she propelled forward

through the first ring. And then the second, and then the third, expertly turning and drifting.

She curved in towards the second last ring, near the bottom of the field. As she descended,

she caught sight of Orion and Aurora, almost at the west gate now. Orion turned his head,

and smiled weakly.

Scootaloo's focus shattered. Orion knew what he did. He cared about her. He'd miss

her, and he'd never get to say goodbye.

Scootaloo cranked into the bottom part of the ring, falling backwards several feet and

hitting the ground. With a sudden intense flash of fear, she flipped herself onto her feet and

began flapping her wings, levitating off the ground. Maybe that didn't count as a failure, she

thought. I can still fly. There was a distraction on the field. She spun around to the judges.

Three hooves, pointed down.

Scootaloo started crying there, tears welling up and blurring her vision. This wasn't

right. This shouldn't have happened. None of it. Orion should have passed his test, and

cheered her on from the east gate. She shouldn't have looked at him, she should have

focused on flying. But there was no room for excuses. Defeated, she slowly hovered towards

Orion, and settled down next to him. She looked at him through her purple eyes. He looked

back, offering a smile.

"You did a good job."

Scootaloo dropped her head and sobbed. She then walked around Orion, lifted a wing

of her own, and helped Aurora walk to the west gate. Before them stood a long, unlit hall, with

only a cheap sign stuck to the wall, notifying 'Test Failees' to proceed down the hall. They

waited, only briefly, to gather themselves and prepare for where they would be taken, and

then all stepped forward together.

"Let's delve deeper into rainbow philosophy

?Far beyond that of Cloudsdale's mythology

?It's easy to misjudge that floating city?

With it's alluring decor and social psychology"

Against an empty carriage at the end the lonely hall were three imposing ponies,

leaning in a disinterested and bored pose. One of them happened to look up as the sorry

looking trio stumbled out into the open. They were on the bottom edge of the coliseum, with

the vast rolling hills and plains of Equestria visible far below.

"Hey. Boss. We got some 'dem worthless peguses," the first one called to an even

bigger pony on the other side of the carriage. "I suppose it's get 'ta work time is it?"

"Cool it, hot shot. There may be more, too."

"N-no... I was the l-last student to go," Scootaloo spoke in sobs. Orion could only hang

his head. "It... It's..." She paused, and then breathed deeply, determined to remain as strong

as she could. "It's just us three. Aurora's wings... they're broken. She needs help."

"Ain't dat just a cryin' shame, it is. What's it to us? All da better she don't come flying

back to us no more."

"We may have failed our damned test but that doesn't mean we're not worth keeping

alive!" Scootaloo shouted in a flash of rage. She was determined to hold on to as much dignity

as she could.

"Alright, alright, sheesh. Hey, Patches. Doctor her up before we head out. I don't want

any blood on dem seats, I just washed dat thing. You otha' two. In the cart."

Orion and Scootaloo hopped into the carriage and got as comfortable as they could on

the hard seats, but made sure to leave room for Aurora. As soon as the third of the large

ponies finished bandaging her wings, Aurora carefully stepped onto the vehicle, and lay down

on the bench at the back. Scootaloo inched closer to her, and leaned down to talk as the door

to the carriage slammed shut. The Boss pony was inside the back, standing by the door,

watching each of them.

"So," Scootaloo began quietly, trying not too speak too loud. "You're Aurora? I'm

Scootaloo. I'm sorry we had to meet like this."

"Any meeting of a friend is a welcome meeting," Aurora spoke gently, with sincerity in

her eyes. "We did our best. That's all we can say. That's all any of us can say. Who's to say

that the city of the deported isn't a good one, anyways?"

The thought struck Scootaloo as she considered it. No one was ever told about where

the pegasi were brought. Most ponies considered it to be some odd land, like where the

Zebras hailed from. That made Scootaloo realize something even more profound.

"Hey, if where we're taken is where Zecora's from, than there's got to be a way to get

back. It's not as if we're banned from Equestria. Flutteryshy, an old friend of mine, she's a

Pegasus who lives in Ponyville. She never passed flight school, she never took her test.

They've never come and taken her away."

"Exactly," Aurora agreed with a nod. Orion overheard, and offered his thoughts.

"I think the reason we're sent far away is because no pony from Cloudsdale ever wants

to admit that someone who failed flight school could come from their city. What a fucking

horrible place, now that I think of it. I never want to go back."

"Maybe that's why no Pegasus ever comes back. They just don't like Cloudsdale."

"You goddamn worthless ponies can hardly call yourself 'Pegasus'," Boss spoke from

the door. He was swaying ever so slightly as the carriage was lifted and moved to an unknown

location. "Useless failures is what you are. No pony comes back from exile. Regardless of

reason. Can't even pass your goddamn test, you three make me sick."

Scootaloo jumped up from her seat, lifted herself into the air with her wings, and dove

legs first at Boss. "You shut the HELL up about us, you have no right to treat others like this!"

Boss raised a hoof and backhanded Scootaloo out of the air, onto the floor. "I can treat

you however I want. You hardly classify as 'Ponies' to Cloudsdale, or any of Equestria for that

matter. Now sit the fuck down and shut up until you get to your destination."

"Where are we being taken, anyways? Not like we can tell anyone now, and I'm sure

as the deliverers, you guys should know," Orion cautiously reasoned.

"Hell if I know. We hand this carriage off to ponies in suits, and we get a bagful of coins

to keep quiet about the whole thing. It's how it's always been, for a thousand years."

The three fillies huddled together again, scared of the unknown. They kept quiet as

they waited through the unbearable trip, all lost in their own thoughts. Friends, family, loved

ones and pets. All will never see them again, and some would never find out why. An hour

passed. And then another. Finally, the uncomfortable quiet was broken by a sudden lurch as

the carriage stopped in its flight.

"Ah," Boss smiled. "There's my stop. You ponies play nice now. Have fun in wherever

the hell you're sent to." The carriage door shuffled open and Boss hopped out with a gust of

cold wind. It was night outside, now, with hardly any light to see at all. Scootaloo stared

outside, and noticed another figure staring in. It was dressed in a black suit, its tail died an

unnatural black that never occurred in nature. Its face was covered by a dark, loose fitting

mask, concealing it's mane. All that was visible were rose coloured eyes, staring indifferently

at the three ponies inside. They stopped on Scootaloo momentarily, unrecognizing, but she

stared back. A second passed. The dark pony slammed the door shut, and the carriage took

off once again.

"At least we can talk, now," Aurora whispered in the dark.

But they had nothing to talk about.

But with all great things comes a great responsibility

?That of Cloudsdale's being weather stability?

The carriage finally shuddered to a stop. The three desolate foals blinked their eyes

awake, having all resolved to conserve energy for whatever came next. With a loud scraping

noise, the doors shook, and then swung wide open. Several more ponies, obscured by masks

and suits, were moving around the area. Scootaloo blinked against the light from what she

was seeing.

They were in a cloud building. As her eyes adjusted, she noticed more details. Several

of the blackened ponies were rushing around, some holding clipboards, some carrying

briefcases and other important looking items on their backs. The complex was full of

machinery and signs. Pipes ran along the ceiling, and a loud 'whirr' ran in the background,

occasionally joined with other industrial sounds such as crashes and alarms. Scootaloo

gasped.

"This place... the architecture... it's all so familiar... I think we're in the weather factory!"

Orion frowned. "That can't be right. We were travelling for way too long. We've got to

be far away from Equestria now, not to mention the city."

"Actually, Scootaloo may be right," Aurora mused. "I noticed... it was maybe the same

amount of time from when we left the coliseum to the place the carriage drivers swapped, that

it was from the swap place to here. But... I don't know. I'm confused. Maybe that's just a

coincidence."

"Welcome, mules," A large and powerful voice commanded. Several of the suited

ponies moved to make way for a deep, dark red pegasus dressed in a white lab coat. "You

degenerates are probably wondering where exactly you are. Stupid fillies. You're in

Cloudsdale! The Rainbow Facility, to be correct. Allow me to show you around."

"What's going on here? Do you expect to use us as slaves? Because I'd rather be

deported, thanks," Scootaloo yelled. Orion and Aurora got off their seats and stood behind

Scootaloo, nodding in agreement.

"Like you failures have a choice. You'll be here for the rest of your lives! Oh, I'm sorry,

where are my manners? I am Dr. Atmosphere. My degree isn't a medical one, I shall reassure

you, in case you're picturing some dreadful surgery going on behind the scenes. Strange how

so many worthless pegasus get that idea. No, no, my degree is in engineering. I'm one of the

Forecolts in this facility. I'm sure you've all had the tour of the lower factory, no?"

The three ponies nodded slowly, unsure of what was going on.

"Excellent! Who can tell me where the tour begins?"

Orion spoke up, first. "Where the Spectra comes from upstairs and is mixed."

"Very good. What a pity you're utterly useless to the Flock, you could have been a

smart one." Dr. Atmosphere smiled sadistically and patted Orion on the head. "But, today,

we're on the upper floor. Please, follow me, and don't get too far behind, or one of my helpers

will be forced to... encourage you." With that, he winked at the suited ponies.

With nods, three of them at the rear leaned forwards and jabbed each of the pegasus'

with tasers, shocking them to the ground. Dr. Atmosphere whinnied in laughter as they all

yelped and fell, and continued into a soft chuckle as they all stood up again.

Scootaloo blinked more tears from her eyes, and shook herself again, trying to lose the

tingling in her nerves. She turned and quickly looked at each of the suited ponies, catching

each of them in the eye when she could. None of them were the rose-eyed pony from the

carriage. Begrudgingly, she started walked behind the red engineer.

"You simply must be careful in this department," Dr. Atmosphere began in a tone not

unlike the many tour guides in the lower floors. "There's plenty of nooks and crannies and

vents and vats one could fall into. One must be careful not hurt themselves. After all, you're all

hopeless as it is, any more so and even we couldn't use you." He glanced behind himself

maliciously as the three foals frowned in insult.

They were walking down series of halls with vibrating machines and assembly lines

lining the way, occasionally ducking under low hanging wires or carefully stepping over

steaming pipes. As they walked, though, the building became cooler and cooler. All three

were watching, sensing, looking for any way out. They couldn't see any.

"Now, let me tell you a story. Cloudsdale is where the weather is made. Without us, the

rest of Equestria would starve, freeze, drown, and generally be a not-very-happy place. That

gives us a special honor, one that can't be tainted by, er, incompetent foals like you. How

could the world look up and trust us if pegasi like *you* are flying around wearing the

Cloudsdale name? No, no, we needed to do something with all of you. And then we got a

delicious idea, one day, over a thousand years ago. Those were some smart ponies back

then, I'll say. You don't find too many of them these days. But I digress, ha ha. Here, now,

through these doors, quickly now, before more encouragement is supplied." Dr. Atmosphere

opened a heavy looking door in a cramped corridor, and offered a hoof inside. Scootaloo

stared up at him. He glanced at a suited pony. Scootaloo and the others walked inside, as he

laughed again.

"Enjoy the rest of your pitiful life."

And with that, he slammed the door closed. They all turned, and looked at the big room

they had been lead too. It was fairly open and empty, almost like an theater room. At one end

of the room, there was six square vats, each one nearly full with individual Spectra. Above

them was a peculiar looking machine. From a central stack, six hoses broke off and lead

above each of the individual vats. At the top of the stack was a single opening, red with rust

despite the rest of the machine to be shiny and clean. Even further above that was a fairly

complex looking object, with chains and gears hanging off of beams and pipes loosely.

Running even higher than the whole machine was a length of scaffolding, with doors on either

side leading out of the room. Down on the floor, a small collection of defeated, crying ponies

sat, chatting quietly.

"Those suits, there, those are from that other flight school across town," Aurora

informed, sounding shocked. "And... those other ponies, sitting over there, see? I remember a

trip we went on once with Levitating Acres private school. I remember them from that trip."

"So... this is where all the failures go? Not deported, but forced to work forever?" Orion

sobbed quietly. In exchanging for helping someone, he had doomed himself and his good

friend to a life of servitude. Scootaloo reached a reassuring wing over, and lifted his chin. She

smiled at him, understanding his depression.

"At least we don't have to go through it alone," she cooed softly.

Suddenly, there was a commotion in the group of ex-students. One pony from an

unidentified school took off, headed towards one of the doors on the scaffolding. Immediately,

two suited ponies launched at record speed and both clipped the fly-away with their tasers.

The pony spasmed in air, and then dropped like a stone. With an audible crack as he landed,

and a violent burst of twitching, all the other ponies walked back, staring horrified at their

friend. They watched, hopefully, for a long time.

He didn't move.

Some cried softly, most others turned away, too far confused to feel any more

emotions.

"I guess that option's out," Aurora quietly said to no one in particular.

"But, you can't fly right now, anyways," Orion questioned.

"That medic guy, Patches or whatever he was called. He popped my wings back into

their joints and bandaged up where my skin tore. I won't be winning any races, but... I can fly

again."

They slowly walked forwards and joined the group of ponies, looking at each other with

understanding sorrow.

"Eyes front and centre, you inept mules," one of the suited ponies shouted. After the

previous display, no one challenged that order, and stared at the scaffolding, just as one of

the doors opened.

How, you ask, are they up to the task?

To which the answer is in a simple facility?

A few official looking Pegasi walked in on the scaffolding, and turned to look down on

the group with disgust. One of them stood onto a small podium set up in the center, and

began speaking loudly and clearly.

"By now, you've all clearly determined that you are not going into exile. There is no

deportation. There never was. You are in The Factory. You will never leave The Factory. And

while you may be called useless, that's also not entirely true. You're worthless to the flock as a

Pony. But, you still have purpose! Purpose to all the ponies in this land, far and wide. You get

to help us make rainbows! Beautiful, magical rainbows, doesn't that excite you?" The

mysterious announcer grinned ecstatically, taking in all the disgusted looks from every foal on

the floor below him. "I thought so," he chuckled. "It is just such an honor, you know, it leaves

every pony entrusted with the task speechless too! Now, do we have any volunteers?"

Again, everypony below glared with hate. One brave pony, a light pink one from

Levitating Acres, walked forward a few steps, then yelled.

"How could you ever get away with this? How could Celestia, or even Luna know about

this and tolerate it? It's slavery! It's torture!"

"I think you'll find it's more than that," a second official pony walked out the shadows

and up to the podium. The pony was in a suit, and masked. The first pony walked off the

podium and allowed the second to talk. Scootaloo noticed that it was the rose-eyed pony from

before. She watched, more intently now. The voice was familiar.

"A thousand years ago, when Celestia banished Luna from Equestria and sent her to

the moon, she was charged with three tasks. She originally was in charge of raising the sun,

and showering the land with rainbows. But, with the moon being an additional task, she had to

hand down the responsibility of rainbows. Celestia entrusted the Pegasi of Cloudsdale to

make the rainbows for her, from them on. For the first dozen years, we were given powerful

unicorns to help create Spectra. Spectra is pure pigment, pure colour. Everything is full of

Spectra, but you can't just harvest it. You can never separate colour from an object. So it was

made artificially with magic." The masked pony never took her eyes off the brave pink one.

"That is, until our top engineers made a breakthrough. They discovered an ingenious way to

extract pigment, and it was so beautiful even a simple machine could do it. But it couldn't be

done with just anything. The conditions had to be right."

"What did those horrible people do," the pink pegasus screamed, growing angrier by

the minute.

The mysterious pony whipped off her mask, unveiling more than her rose eyes. Her

skin was a light cyan, and her mane was a gorgeous rainbow. Several of the fillies gasped;

Scootaloo's knees weakened as it hit her. It was Rainbow Dash. Scootaloo's thoughts raced

through her mind, and the room started spinning. It couldn't be. An evil twin, maybe. Perhaps

some neglected sister. Rainbow Dash couldn't be this evil. She was her friend, her mentor...

her only family, even if not by blood. How... How? How was all she could think.

"It had to be live ponies! Only in ponies, where magic and Spectra ran freely together!"

Rainbow Dash threw her head back and laughed maniacally. "Only then could the Spectra be

separated! And it was such a beautiful idea, such a wonderfully horrible idea. It worked so

well; we could create exponentially more rainbows, of better quality with real Spectra. And it

finally gave us a way to prevent Cloudsdale from being tainted by all those horrible pegasus

which couldn't fly! Ahahahah!"

Scootaloo couldn't take it. While all the other ponies were exclaiming their disgust and

fear, running and screaming for where they came in, backing off as suited ponies surrounded

them and herded them back into the centre of the floor, Scootaloo couldn't take it any more.

"I THOUGHT YOU LOVED ME!" She wailed, cutting Rainbow Dash's laughter short.

"Huh?" She turned, and noticed the amber-orange pegasus.

"I thought you loved me! How could you do this to me? I thought you cared for me!

After all the help... All my life, you've treated me like a little sister! And I treated you like my big

sister! You were my big sister, to me! You were the only family I've ever had, and you knew it!"

Tears were pouring down her face now, obscuring her vision again. Her throat hurt from the

crying and shouting, but she couldn't stop. "After... after everything... you're just going to let

me die? I tried so hard, for you..."

She stared at the floor for a moment. Everyone was silent. Then Scootaloo looked up

slowly, and while she couldn't see for the sadness in her eyes, she looked straight at Rainbow

Dash. Straight into those rosy eyes, past them, and deep into Rainbow Dash herself.

"I thought... you loved me."

Rainbow Dash returned the look. Her eyes revealed no emotion, no love, no care, only

apathy. Slowly, however, they glared at Scootaloo. Pure, seething hate erupted from Rainbow

Dash's mouth, as she screamed in return.

"I DID LOVE YOU! I tried so hard for you! I taught you everything I knew, in hopes you

would pass your test! You had it in you kid! I knew... I knew what they did here. Ever since I

performed that Sonic Rainboom, and they approached me... They wanted to find more ways to

make Spectrum. They thought that, if I was capable of making rainbows, I could help them

make its components. Well, they couldn't. But I learned a lot about this place. I'm the manager

here now, you know? I worked my way up, in secret, pretending to only be simple weather

control. How do you think I could afford that massive house over Ponyville? How do you..."

She trailed, shaking her head, remembering her anger suddenly.

"I tried, alright! It was up to you to save yourself! You didn't just fail yourself. You didn't

just fail Cloudsdale. You failed me! You failed me! And that's the worst thing you could have

done. You aren't just dead to Cloudsdale, now. You're dead to me."

The room tilted as Scootaloo tried to comprehend what she was told. Her mind broke,

as she was totally unable to focus on anything. She stumbled slightly, until Orion held open a

wing, and she clung to it for stability. Rainbow Dash noticed this, and pointed and yelled with

more fury.

"You can't have happiness. You ruined me. Now I'll ruin you. Workers! The brown one,

there! Him first!"

"No!" Scootaloo, Aurora and Orion all jumped. Suited ponies cornered Orion, pushing

the other two to the side. He tried to leap out of the way, to run, but one of the stallions spun

around and kicked at him. The hoof connected to his shoulder, and Orion collapsed with a

shout.

"Get back," more Suits yelled at Aurora and Scootaloo as they dragged the whimpering

Orion to the front of the room. The giant machine at the back started humming to life, and the

assembly of chains lifted off the top and moved towards the floor. Everyone noticed they were

shackles now, and the Suits clasped Orion into them. Braving a look up, he turned to

Scootaloo.

"Don't worry, Scoots. I love you. Goodbye."

"...Goodbye, Orion," Scootaloo gasped. "I... I love you too."

With that, the chains pulled tight and lifted the brown Pegasus all the way up to the

gears. The chains grew taunt, and stretched each of Orion's limbs straight up and down.

"We find the machine works better if the ribs are broken," Rainbow Dash explained

apathetically, as the chains spun around, in opposite directions, twisting Orion. His screams

almost covered the echoing 'pop's and shattering noises. One or two jagged bones tore

through his side, and his yells faded to a slow, quiet rattle of breath. The chains untwisted,

and then the shackles opened, dropping the shattered pony into the single opening.

With horror, Scootaloo watched. Her brain, overcome with what was happening,

detached from all emotion. She noticed that the top of the machine wasn't rusty. It was blood.

Blood, just like what was being tossed up from the mangled remains of Orion, as the rest of

his body was swallowed into the great machine, finishing with one lone hoof directed straight

up, and then nothing was left.

As the hoses over the Green and Red vats of Spectrum started spewing their brilliant

colours, Scootaloo's vision started to fade, and the last thing she noticed was Aurora's

concerned, broken voice saying her name as Scootaloo flopped to the side.

In the Rainbow Factory, where your fears and horrors come true?

In the Rainbow Factory, where not a single soul gets through

"Scootaloo. Get up. Get up, now, hurry, Scootaloo. Wake up! Wake up!"

Scootaloo shook her head, briefly wondering where she was and what was happening.

In a flash, it all came back, and she jumped too her feet. Aurora was shaking her, fright

encasing her face. The Suits were starting to approach the two now, tasers and shackles up

and ready.

"Scootaloo! They're coming for us! What do we do?"

Scootaloo looked for an opening. All the doors were blocked, except for one. On the

scaffolding. The suited ponies were slowly approaching, not rushing in order to prevent the

fillies from freaking out. Fear was their tool. Scootaloo spun around, looking for an exit. There

was only one, she realized.

"I have a plan," she whispered to Aurora.

"What's that?"

"Clear, Fly, Fall, Complete."

Aurora nodded in understanding, her eyes widening. She repeated, louder now, so the

other frightened fillies could hear.

"Clear, Fly, Fall, Complete. Got it."

"One," Scootaloo started counting.

"Two," Aurora squeaked, as she backed into Scootaloo. The Suits were mere feet

away now.

"THREE!" A collective shout reverberated around the room, as every filly that could

actually fly took off. The suited ponies gasped and fell back, unsure of where to go. There was

too much confusion. A few of the faster thinking ones took off as well, tasers at the ready,

aiming at the closest pegasus they could take.

"Step one," Scootaloo screamed. "CLEAR!"

With her command, the 'failures' started targeting the dark ponies in droves. Hooves

connected with heads, and while some of the students fell lifeless to the floor, the majority of

casualties were the suited ponies. Scootaloo and Aurora landed on the scaffolding, right by

the door, and reached to open it.

It was locked.

"Oh god, what do we do now?" Aurora cried.

"We're still on Clear!" She shouted, turning around and bucking the door. Aurora

followed her, focusing the brunt of her blows on the part of the wall where the latch would be.

Rainbow Dash, on the other side of the scaffolding, recovered from her initial shock of the

rebellion, and noticed Scootaloo pounding on the door.

"Kill her," She screamed at the other important looking ponies. "Kill her!" She started to

gallop towards the fillies, forgetting her wings momentarily. Scootaloo closed her eyes,

pounding harder and harder on the door. It started to creak and splinter.

Any second now, she thought, Rainbow Dash will get here. It's over. I'm doomed. She

would have cried, but there were no more tears left. But nothing came. The door started to

split from it's frame, now, leaning inward. It wouldn't be long until it was open. She opened her

clenched eyes, peeking up at the scaffolding.

All the remaining ponies were there, pressing together, holding the enraged blue

Pegasus and her cronies back. They wouldn't last long, however- even as Scootaloo watched,

twitching and yelping ponies were falling to the floor below, some even landing in the great

maw of the Spectra machine. The pink pony from Levitating Acres was there, and she turned

to Scootaloo and Aurora, just as the door blew back into the hall behind.

"Fly," The pink pony demanded with pain in her voice. She opened her mouth to speak

again, but was cut short as the pile of Pegasus blew apart, with Rainbow Dash standing

enraged in the opening. She was on her two back hooves, her front two rolling in the air. A

small gash down her side leaked red, and her multicoloured mane was torn in a patch. An

unearthly howl passed her lips, and her rose eyes were drained of any sanity that was left.

"C'mon Aurora," Scootaloo pleaded as she spun around. "We've got to fly if we're

going to live."

"I... I can't. This is too much. I haven't healed." Aurora looked at Scootaloo with wide,

open eyes. "You go, Scootaloo. Tell everyone what happens here. Let them know." She

glanced back at the wall of students, almost bare now, as Rainbow Dash's bloodlust tore them

to pieces. Her blue coat was now glistening crimson, almost dripping as she ignored the need

for live ponies. There would be more. Cloudsdale could take a small shortage of rainbows. In

another few months, there would be more classes. More failures. But for now, all she knew is

that Scootaloo had to die, violently if possible.

Decades of working for the Rainbow Factory had fractured her. She was the only one

allowed out in public, and keeping the horrible secret with her since childhood had only lead to

psychological problems that no amount of therapy could cure. Scootaloo was her last link on

sanity, and her failure had deleted that. There was no logic in her mind any more. No care, no

capacity for compassion. Only hate. Pure, concentrated and evil hatred filled the gap her love

for Scootaloo had once occupied. Rainbow Dash was no more; only this monster remained.

"I hardly knew you, Aurora," Scootaloo cooed softly into the yellow pegasus beside her.

"I'm sorry I never knew you until all this. I'm sorry we had to meet like this, and I'm sorry we

have to part like this." She sniffed. She had found more tears.

"Any meeting of a friend is a welcome meeting," Aurora reassured Scootaloo. "Now,

you heard the other pony. Fly, Scootaloo. Fly. Goodbye."

"...Goodbye, Aurora." With that, Scootaloo, levitated and spun around, looked into the

yellow pony's eyes one last time, and launched down the cramped corridor. She had no idea

where she was going, but any chance at freedom was one she had to take.

Aurora blinked a couple times, standing in front of the door. Rainbow Dash would have

at least one obstacle in her way to Scootaloo. The blue Pony tossed the last of the other

students over the scaffolding, and slowly walked towards Aurora.

"How cute. You think that you, a useless, broken pile of manure could possible stand in

my way? You really make me laugh! None of you can compete with the awesome power I

have!"

"Love can overcome all evils in this world!" Aurora straightened herself in rebellion as

Rainbow Dash stopped in front of her. Aurora stayed in front of Dash, barring her entry down

the corridor beyond.

"Well, then, bitch. Let's see if love will overcome this one."

And with that, Rainbow Dash grabbed one of Aurora's bandaged wings and pulled,

tearing it off of her completely. Aurora collapsed on to her knees, grinding her teeth in horrible

pain. But she didn't scream. She wouldn't give in to Rainbow Dash. Rainbow grabbed her

other wing, and dragged her kicking and moaning down to the centre of the scaffolding. She

lifted Aurora up by the wing, laughing quietly to herself as the look of intense agony appeared

on Aurora's face. Rainbow Dash took to the air, bringing the squirming yellow and green pony

with her, over top of the machine. With a squeak of evil laughter, she jerked at the wing in her

hoof. It, too, disconnected from the now convulsing pegasus, and Aurora fell. She landed head

first.

The door on the scaffolding closed with a gust of wind, just as the machine began

pumping out the brightest greens and yellows it had ever produced. And there was no one

around to see it.

Scootaloo glanced backwards momentarily, her heart pounding. The noise of the

constant thump thump thump drowned out any other sound in her head, her ears throbbing

along with it. The corridor was just like the one that lead to the theater room, cramped, with

dozens of obstacles jutting out at random intervals. Straight behind her, maybe 500 metres

now, the bloody mare that used to be Rainbow Dash was cruising along herself. Both pegasi

were completely straight, hooves forward, wings beating at an impossible count, one trying to

escape, the other to capture. Scootaloo looked forward again, focusing on what lie ahead of

her.

That's all that matters, she thought. What's ahead of me. There's no changing what's

behind me. Ignore it. Focus.

For the second time in as many days, a flood of instinct overtook Scootaloo, and

despite the terror she felt in her body, the sorrow that had surrounded her, and the evil behind

her, her worries melted away and the thought of flying encased her very being. Down under

wires and pipes she ducked, up and around various workers whose complaints and shouts

were ignored, only to be repeated momentarily as the raging pony behind collided with them.

Her body doing the flying, Scootaloo's thoughts turned to escape opportunities. She

whipped around sharp corners at impossible speeds, zipped up and down countless sets of

stairs, trying to shake her murderous tail, but to no avail. She contemplated every nook and

cranny she passed, briefly considering hiding. She struck that idea down; as insane as

Rainbow Dash may be, she was still too smart to overlook any possible spot Scootaloo may

be.

But there, ahead of her, Scootaloo thought she found a solution. A garbage vent of

some kind, sticking out from the wall, down to the floor below. Momentarily she gave thought

to where it may lead, whether out of the factory or into some incinerator she couldn't tell, but it

was probably worth the risk. She snuck one last glance behind her to make sure the unstable

mare was far away enough. Rainbow Dash was paying no attention to any hazard as she

sought her prey, tearing through electrical wires and ricocheting off heated pipes, going

through any obstacle rather than around it to save time, but the collisions had slowed her

down enough to give Scootaloo a chance. She slammed to a sudden halt over the open vent,

hoping for her life.

"Fall," she muttered, closing her eyes and her wings, resisting the urge to start flapping

immediately. She counted silently to herself as shadows rushed past her closed eyes, hoping

for the best of where this vent lead. One, Two, Three. She opened her eyes and her wings,

and looked up, hovering.

Rainbow Dash was up above, looking down into the vent. Her eyes were buggy and

twitched, her hooves pounded on the edge of the vent. She was too large to follow, the filly

having barely made it in herself. But then, the anger in her face vanished, only to be replaced

by a malicious grin. She started laughing again, the cackle echoing down the vent and

reverberating in Scootaloo's mind.

"You moron! You never did have a good sense of direction!" She teased, laughing

again.

Scootaloo finally looked down, getting her bearings. "Oh, no," she squealed.

She was in the theater room again. Only, by now, it was full of suited ponies, circling

her, their masked faces seemed to be grinning at her as Rainbow Dash shouted orders down

the vent.

"Don't let her die! I must do it! Subdue her! Catch her!" She whinnied in glorious victory

as the Suits shocked Scootaloo with a taser and, as her limp body began to fall from the air,

caught her and brought her to the floor. Scootaloo blacked out momentarily as the electricity

passed through her, but she came to lying on the cold cloud floor, metal shackles preventing

her from moving. She struggled to get free.

She could hardly shake.

The chains lifted her slightly, bringing her small body eye to eye with a pegasus in front

of her. The pony was a deep, blood red, glistening in the artificial light of The Factory. Her

mane had small spots of glorious colours of the rainbow, but was mostly the same red colour

as her coat of fur. Chunks of skin were missing from small spots, and her hair was ripped in

some places, bald patches of skin in others. The only clue Scootaloo had as to who this used

to be were the rose iris' focused on her.

"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.

...

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WARNING: This fanfiction is incredibly gory, and may ruin your appreciation of a certain My Little Pony character as well as the titular baked goods. READ AT YOUR OWN RISK! The air was warm, the sun was shining, and everypony in Ponyville was having a glorious day. The town square was bustling and crowded and busy ponies filled the streets. All the pony folk seemed to have somewhere specific to be. All except Rainbow Dash; her place was in the sky. She tore freely through the air, speeding one way and the next, buzzing the tree tops and racing the wind. The blue pegasus swooped over a schoolyard, much to the delight of the children, then climbed several hundred feet and dove, streaking downward as fast as she could. Seconds before hitting the ground, her wings flew open and she pulled up back into the clear blue. Rainbow felt alive. Suddenly, Dash remembered that she had somewhere to be; she was supposed to meet with Pinkie Pie in five minutes. Dash had gotten so caught up in her exercises that she'd nearly forgotten that Pinkie had asked to meet her at Sugercube Corner at three. Pinkie hadn't said why or what they'd be doing, but Dash knew that with Pinkie, it could be anything. Dash wasn't sure if she really wanted to go, though. She was so engaged with her stunts that she thought about blowing Pinkie off to continue flying. But, Dash's conscience got the better of her. She knew that it would hurt Pinkie's feelings; after all, Pinkie had said it was going to be something special just for the two of them. Dash considered it and thought "why not?" What did she have to lose? Heck, it might be more pranking. Pinkie might have found a bunch more fun stuff to pull on folks, and they'd had so much fun the last time. Dash kicked into overdrive to make up for lost time, and sped to her appointment. When Dash walked into the store, she was immediately greeted by her host, who was bouncing in excitement. "Yay, you're here! I've been waiting aaall day," said the jumping pony. "Sorry if I'm a little late, Pinkie. I was doing my afternoon exercises and lost track of time," Dash apologized. Pinkie giggled and responded in a gleefully reassuring tone, "Oh that's ok, you're here now. What's a few more minutes? I've been sooo excited thinking about all fun stuff we're gonna do, I haven't stopped bouncing since I woke up. I mean, I almost forgot to breathe I've been so happy." Dash gave a slightly uncomfortable laugh. She had always appreciated Pinkie Pie's friendly, outgoing way of life, but Pinkie's overabundant enthusiasm almost creeped her out. Dash maintained a polite expression, however. If Pinkie was this worked up, whatever she had planned must be good. "So, you ready to get started, Rainbow Dash? I've got everything all ready," the pink pony said. Dash psyched herself up. "You betcha, Pinkie. So what do ya got planed? We gonna prank somebody? I got a couple of good ones I've been thinking about. Or maybe you've got some stunts you think I should try? Or perhaps…" "MAKING CUPCAKES!" Pinkie happily announced. "Baking?" Dash was disappointed. "Pinkie, you know I'm not good at baking. Remember last time?" "Oh that's not a problem at all. I only need your help making them. I'll be doing most of the work," Pinkie explained. Dash thought for about it for a second. "Well, alright, I guess that's ok. What exactly do you need me to do?" "That's the spirit. Here you go." Pinkie handed Dash a cupcake. Dash was puzzled "I thought I was helping you bake." "You will be. I made this one just for you before you got here. "So, is this like taste testing or something?" "Sorta," Pinkie said. Dash shrugged and popped the pastry in her mouth. She chewed a bit and swallowed. Not bad. "Ok, now what?" Dash asked. "Now," Pinkie informed her, "You take a nap." Puzzled, Dash opened her mouth but felt instantly lightheaded. A wave of dizziness washed over her, the world spun, and seconds later she collapsed to the floor. When Dash regained consciousness, she found herself in a dark room. She tried to shake her head but found that a taut leather strap held it firmly in place. She struggled to move, but braces around her chest and limbs glued her to a rack formed from a series of sturdy planks, which spread her legs wide apart. Dash's wings were the only part of her not tied down, and they fluttered frantically while she struggled to escape. As she writhed, Pinkie jumped suddenly into her line of sight. "Goodie, you're awake. Now we can get started," Pinkie stated gleefully. She bounded into the darkness, and quickly reappeared pushing a small cart covered with a cloth. "Pinkie, what's going on? I can't move!" Dash said urgently. "Well duh, that's because you're tied down," chided Pinkie. "That's why you can't move. I didn't think you'd need to be told that." "But why? What's happening? I thought you said I was going to help make cupcakes." "You are helping. You see, I ran out of the special ingredient and I need you to get more." "Special ingredient?" Dash was now breathing heavily and starting to panic. "What special ingredient?" Pinkie giggled and responded "You, silly!" Dash's eyes widened, and her face contorted in fear. Then she started to laugh and said, in a voice bordering on hysteria, "Woo, you really got me there, Pinkie pie. I mean, tricking me in to thinking I'm gonna get made into a cupcake? I gotta tell you, this the best prank yet. You win, you're the best." Pinkie only giggled even more. "Aw, thanks Dash. But I haven't done any pranks today, so I can't accept your praise." Dash was struggling again. "Pinkie, come on, this isn't funny." "Then why were you laughing?" Before Dash could answer, Pinkie grabbed the cloth and whipped it off the cart. On the cart was a tray containing various sharp medical tools and knives, carefully organized and wickedly sharp, as well as a large medical bag. Dash was now in full panic mode. She was starting to hyperventilate. Her mind raced as she tried to reason with the pink pony. "You can't do this Pinkie! I'm your friend!" "I know you are and that's why I'm so happy that I've got you here. We get to share your last moments together, just you and me." Pinkie was skipping again. "But, the other ponies will wonder where I am. When the clouds pile up, they'll come looking for me and then you'll get found out," Dash cried in desperation. "Oh, Dash," said Pinkie. "Don't worry, there are plenty of pegasus ponies to take care of a few clouds. And besides, no one will find out. I mean, how long do you think I've been doing this?" And with that ominous statement, the lights suddenly came to life and revealed the rest the room. "Oh no." Dash reeled in horror at the image presented to her. The room was decorated with a typical but twisted Pinkie Pie flair. Colorful streamers of dried entrails fluttered around on the ceiling, brightly painted skulls of all sizes were attached to the walls, and organs done up in pastels filled with helium were tied to the backs of chairs. The tables and chairs were made of bones and the preserved flesh of past ponies. Dash cringed upon seeing the center piece of the table nearest to her. The heads of four foals, their eyes closed as if they were sleeping, were wearing party hats made from their own skin. With a thrill of terror, Dash recognized one of them as Apple Bloom's classmate Twist. Dash's eyes darted back and forth and then fell upon a patchwork banner hanging from the rafters. Made from several tanned pony hides, the words "Life is a party" were scrawled on it in blood red. Dash's attention was brought back by a party horn unfurling and tickling her nose. She gaped at Pinkie Pie, who was standing right in front of her. The party pony was wearing a dress quilted from dried skin, emblazoned with cutie marks. On her back fluttered six pegasus wings, all of different colors. As the earth pony skipped in excitement, her necklace of severed unicorn horns clacked together loudly. "Like it?" Pinkie asked. "I made it myself." Desperately, Dash pleaded with the smiling pony before her. "Pinkie please, I'm sorry if I did anything to you. I didn't mean it. Please let me go. I promise I won't tell anybody." "Oh Dash, you didn't do anything. It's just that your number came up and, well, I don't make rules. We can't turn back now." Dash was tearing up. How could this be happening? "Aww, don't be sad Dash," said Pinkie. "Look, this'll cheer you up. I brought you a friend." Seemingly out of nowhere, Pinkie produced a brightly painted blue and yellow skull. It was about pony sized, but it had a very defining feature: a beak. Dash gaped in shock. "Is…is that….is…that?" "Hey, Dash lets hang together. These ponies are lame-os. Dweebs dweebs dweebs," Pinkie mimicked. "I caught her right before she left town. Remember when I left the party for about twenty minutes? That wasn't enough time to play with her of course; I had to wait till after the party to do that. But boy am I glad I did. It was worth it for the flavor alone. Griffons taste like two animals at once, it's amazing. I know she didn't have a number like everyone else in Ponyville, but when was I gonna get another chance to try griffon? I probably should have asked where she came from so I could have gotten more, but I forgot. I'll tell you what though, she was quite the fighter. She lasted a long time, which was a lot of fun for me. I got the chance to play with somebody other than a pony and try new things. It's too bad she had such a meanie mouth. She said so much bad stuff I just had to take her tongue out. You know, bad language makes for bad feelings, Rainbow Dash." Dash didn't have anything to say. She just sobbed and writhed in her tight bonds. "Well" said Pinkie with an air of finality, "that's enough reminiscing. It's time to begin." Putting down Gilda's skull, the pink pony gripped a scalpel in the cleft of her hoof and walked over to Dash's right flank. Without any flair, Pinkie placed the blade an inch above Dash's cutie mark and began a circular cut around it. Dash shouted in pain and tried desperately to pull away, but the braces held her still. Finishing the incision, Pinkie grabbed a curved skinning knife from the tray. Screwing up her face in concentration, she worked it under Dash's skin and sliced the hide away from the muscle. Dash ground her teeth as she tearfully watched her flesh peel off. Pinkie then moved to the other side and repeated the process on Dash's left flank. Once she had finished, Pinkie held up both cutie marks in front of her friend and started waving them like pompoms. Dash just whimpered. Her thighs burned like nothing she had felt before. Placing the ragged patches of skin down, Pinkie selected a large butcher knife and walked behind the blue pegasus. "Hope you don't mind, I think I'm gonna wing it now," Pinkie laughed. She grabbed Dash's left wing in her mouth and played with it for a few seconds, yanking it back so the sharp pain reignited the fire in Dash's flanks. Then, stretching the wing out, Pinkie brought the blade down hard at the base. Instantly, Dash screamed and thrashed her appendage. The movement threw off Pinkie's aim. She tried to hit the mark again but missed, and carved a huge slice into Dash's back. "Dash, you gotta stay still or I'll keep missing," scolded Pinkie as her friend howled. Pinkie took another whack and hit her target. She swung again and again. Blood sprayed into the air, but Pinkie realized she wasn't getting anywhere. The blade just wasn't going through the bone. "Hmm, I guess I forgot to sharpen it. I'll try something else," stated Pinkie matter-of-factly as she tossed the knife over her shoulder, embedding the blade in the table. Through the haze of pain and tears, Dash heard the sound of a metal box opening and closing. "Got it! Say Dash, why do they call it a hack saw? It doesn't hack; hacking is what I was doing with the knife. This is a saw. I don't get it." Pinkie placed the tool over the mangled flesh of the last attempt. Standing on her hind legs, she worked the saw back and forth with her front hooves. It sliced effortlessly through the bone and skin. The feeling of the jagged teeth grinding into her made Dash want to vomit. She watched numbly as her wing flew over her head and landed with a fluff on the table. Pinkie moved to the next wing and started sawing. Dash didn't struggle this time; she'd given up trying to fight and focused on choking back screams of agony. Abruptly, the sawing paused. Pinkie was only half way done, the wing hanging off by a sliver. "Hey Dash," Pinkie piped up. "Think fast!" Suddenly, Pinkie yanked the wing as hard as she could. The bone snapped but the blue pony's skin held, then tore away. The pull ripped away a long strip of flesh all the way down Dash's back to her rump. Her body seized at the unexpected trauma. As her pelvis tensed up, Dash felt a warm release between her legs, and her loud, unending melody of pain filled the room. Unable to catch her breath, she blacked out. Dash awoke with a gasp. The stench of her urine filled her mucus caked nostrils. As her vision swam into focus, she saw a very pouty Pinkie Pie removing a large adrenaline needle from her chest. Stomping her hooves, the frustrated Pinkie lashed out at her helpless victim. "Didn't anybody teach you any manners? It's very rude to fall asleep when somebody invites you over to spend time with them. How would you like it if I came over to your house and went to sleep? 'Oh I'm sorry Dash, you're so boring I think I'll take a nap.' You think I like always doing this by myself? I told you how excited I got when I found you were next. I was excited to have a friend be here with me while I worked. But NOOOOO! You've got to be inconsiderate. You know, I thought you were tough. I thought you could handle anything. I've had foals stand up better than you! Do I have to baby you? Huh? Is that how you want me to remember you, as a baby?" As Pinkie stopped to catch her breath, Dash blinked and sobbed softly. Her back was in agony, her sides were on fire, and there was an intense pain in one of her legs. As she blinked again, she saw Pinkie pop something red into her mouth and began to chew. Noticing Dash's stare, Pinkie quickly gulped the morsel down. "What?" Pinkie asked. "Oh, this?" She held up another piece. "Well, while YOU were asleep, I got a little impatient and helped myself to a small sample. I got it from your leg; you're not bad. Wanna try some?" Without waiting for a response, Pinkie shoved the strip of meat into the revolted pegasus pony's mouth. Dash gagged, and immediately spit it out. Pinkie frowned, and picked up the chunk of flesh. "If you didn't want it, you could have said no." She contemplated the discarded snotty morsel, then gulped it up. "It's not like you haven't had my cupcakes before." Swallowing, Pinkie turned her attention to a small can on the tray. She removed the lid, revealing that it was filled with red-hot coals. Lying on top of the coals were several large nails. As the adrenalin filled her veins, Dash began to panic again. Picking up the can, Pinkie walked over to Dash's left. Holding some tongs with her mouth, Pinkie carefully picked up a nail and positioned it at the seam between her victim's front left leg and hoof. She then grabbed a hammer and took careful aim. "No Pinkie!" Dash screamed. "NO! NO!" The hammer came down and the nail punctured Dash's skin. The white hot burning was too much. Dash screamed as she pulled and thrashed at the braces, causing her raw skin to rub and tear. Pinkie tried to line up another nail, but couldn't find her aim, and let out a frustrated grunt. When Pinkie brought the hammer back to take a wild swing, Dash burst out crying and begging. "PLEASE STOP! PLEASE, PLEASE STOP!" Pinkie rolled her eyes. Putting down the hammer and tongs, she walked back in front of her friend and stared pensively at the broken pegasus. Gilda didn't even cry this much when she had a live parasprite stuffed down her throat. Pinkie thought for a minute about what to do next, then had a sudden spark of inspiration. Rotating a wheel on the rack, Pinkie laid Dash on her back, then moved to Dash's hind legs, bringing the can with her. Picking up her tools, Pinkie drove a searing hot spike of metal directly into the bottom of Dash's hoof. As Dash yelled in pain, Pinkie moved around and drove a second nail into the other hoof. Next, Pinkie went back to her cart and located an enormous battery and controller, which she dragged over to where she was working. She tied copper wires between the terminals and the nails driven into Dash's hooves, then gave Dash a wink and flipped the switch. Electricity rocketed through Dash's body. The blue pony reacted immediately; her body seized, and her muscles snapped taut. Dash's hips thrust skyward, her eyes rolled back, and she let out a deep, throat shredding cry. Pinkie giggled and danced in place, then reached down and turned up the juice. Dash convulsed uncontrollably, and her bladder emptied once more. After about five minutes, Pinkie shut off the power. Wisps of steam rose from the singed fur around Dash's hooves, and the area reeked of cooked flesh and burnt enamel. Pinkie rotated Dash upright again and tried snap the drooling, delirious pony back to attention. "Dash? Dash! Rainbow Dash, wake up!" Dash moaned and managed to give a modicum of weak acknowledgment. Pinkie studied her handiwork, then reached into the medicine bag and produced a large syringe. "Alright, time for the last round." Dash focused blearily on the needle, which Pinkie took as a question as to what it was. "This is a little something to take the pain away," Pinkie informed Dash as she walked around to her victim's ruined back. Dash flinched as Pinkie jabbed the needle into the lower part of the blue pony's spine. Moving in front of her friend again, Pinkie leaned down and elaborated. "In a few minutes, you won't be able to feel anything below your ribcage. Then you'll be able to stay awake to watch the harvest." Dash started to cry again. "Pinkie?" she choked out. "Yeah?" "I want to go home," Dash sobbed. "Yeah, I can see wanting to do that," replied the party pony. "Sometimes, I just wanna give up, just say 'I'm done with this mess' and go to bed. But you know what? You can't shrug off your responsibilities. You got to pull yourself up and meet the challenges head on. That's the only way you're gonna get ahead in life." Dash hung her head and cried. Minutes passed as the drug took effect. Eventually, Dash was completely numb from her chest to her flanks. At this point, Pinkie approached with a scalpel. Glancing at Dash and smiling, Pinkie made a long horizontal cut across the pegasus pony's pelvis, just above her crotch. Moving up Dash's body, Pinkie made a similar incision under her ribs. Finally, Pinkie made a long vertical cut down Dash's stomach, connecting the first two. "Looks like I got my 'I' on you, Dash," Pinkie giggled. With a moist, gooey sound, the flaps of skin opened. The sight of her own organs and the lack of feeling caused Dash's breathing to intensify. Pinkie carefully sliced open Dash's abdominal sac and grabbed her large intestines. As she separated the organ from the rest of the digestive tract and pulled it out of the new cavity, Pinkie grew jovial. Laughing as she gutted her friend, Pinkie began to make jokes. Dash, growing weaker from this new source of blood loss, tried desperately to shut out the macabre comedy act. "Look at me, I'm Rarity!" Pinkie laughed, slinging the intestinal tube around her neck and spraying blood in all directions. "Isn't my new scarf soooo pretty?" Reaching back inside, she sliced the smaller intestine off from the bowls. Squeezing out the excess excrement, Pinkie filed the slimy organ through her teeth and dragged it back and forth. "Dentists say you gotta floss every day, Dash." Dash was barely aware of what was going on anymore. The shock was causing her to fade. Disappointed, Pinkie dived back into the blue pony's guts, ramping up her routine. "Aw, don't go yet Dash." Pinkie started pulling out the rest of Dash's organs, pausing with each removal. "I know I can be a real pancreas, but you know I'm just kidney with you. You really got to learn to liver it up. Boy, these jokes are getting bladder. Guess ya gotta develop a stomach for them." Pinkie placed the discarded body parts into a bucket, keeping the last one for bit longer. "Ooo, bagpipes." she said, placing the end of Dash's esophagus in her mouth and the stomach in her armpit. She squeezed, and a spurt of acid hit her tongue. "Eww! Oh hey look, there's your cupcake, Dash!" Dash didn't hear her tormentor. She had slipped from conciseness minutes ago. Pinkie, not yet satisfied, hit Dash with another adrenaline shot. Dash woke up for the last time, her heart pounding. Warm blood flowed out from the wound in her chest in great spurts. It wouldn't be long now. Pinkie brought Dash around onto her back again and straddled the blue pony's chest, scalpel at the ready. "Ya know, Rainbow Dash, I'm disappointed. I thought you would have lasted longer. I really wanted to spend more time with you before we got here. But I guess it's my fault; I should have taken it a little slower. Oh well. It was really was nice knowing you, Dash!" The blade sunk into the blue throat and worked its way up to Dash's chin. Coming back down, Pinkie's scalpel then circled Dash's neck. The last thing Rainbow Dash felt was her skin being cut away from her skull, and the metal of the blade scraping her teeth. Then she was gone. Pinkie Pie stared into the mirror. She had done a really good job, even keeping the eyelids. She winked, and Dash winked back. Pinkie smiled. But still, she was sad that her friend was now gone. Dash had only lasted fifty minutes, not nearly as long as Pinkie had wanted. She looked back at the cadaver hanging in the center of the room, the last of her friend's fluids draining into a pan. Yup, no more Rainbow Dash. As she looked, Pinkie cocked her head. She began to take notice of the fact that there really wasn't much damage to the corpse. "It fact," the pink pony mused, "I think…." An idea exploded in her head. She was good at sewing and she had all the pieces, all she had to do was put them back together. Yeah, she just had to get some stuffing and bingo, she'd have Rainbow Dash forever. In fact, thought Pinkie, that's what she'd do for all her best friends when their numbers came up. She was so excited, she skipped right over to the body with her skinner to get started. The cupcakes could wait; Pinkie Pie had a friend to make.