The Fall of the Rainbow Factory

Chapter 2

Ace had found a working elevator and took it down to the first floor. She wasn't sure if what she was doing was right, but she had made a promise, not only to herself, but to her deceased brother. Changelings could not be trusted. They were all monsters. If she turned Star in, she'd be doing society a favor. She would also be keeping a promise, so it was the right thing to do, wasn't it? The elevator door opened to reveal the two ponies from earlier facing away from her. She took a deep breath. There was no turning back now. "Er... Hello," she timidly approached them. "Are you from the Cloudsdale Weather Corporation?"

The ponies turned around and blocked her way. "That depends," the one on the left answered in a gruff voice. "Who's askin'?"

Ace took a deep breath. She was intimidated by the two, but the capture of a Changeling would be well worth it."I know who you are looking for, and where he is," she told them.

The two looked at each other for a moment. The one on the right pulled out a low resolution picture of what appeared to be Stargazer in a white uniform that was speckled with oil and blood. "Is this him?" he asked in a much kinder voice than his comrade.

She nodded. "His name is Star... Tazer or something."

"Stargazer, yes," the pony on the right responded. "He is an incredibly unstable individual. You said that you know where he is?"

"Yes," Ace responded, "And I can take you to him, right after we discuss payment."

Both Weather ponies froze and stared at her. "Payment? PAYMENT?!" The pony on the right laughed a maniacal laugh. "How about we let you live, is that payment enough for you? We saw you with the traitor, and as far as we know you could already possess sensitive information. Really, for safety's sake, we should kill you now." He advanced towards her ever so slightly. "Do you want money, or do you want to live? Those are your options."

Ace kept an even face, although she was terrified of the two. "You're going to kill me in public, in a casino I own, that is full of ponies?"

"Oh, don't worry about us. Our buddies have secured the perimeter. Nopony would see a thing, and even if they did..." his lips curled upwards into a sick psychotic smile. "More 'resources' for the Pegasus Device."

"Pegasus wha- whatever. Just follow me." She stepped into the elevator and the two stallions entered after her.

"A wise decision," the first one said. "Thank you for your cooperation. It makes things less bloody."

The higher the elevator went, the more sick to her stomach Ace got. Why did she have to betray Stargazer like that? Was it the right thing to do? She shook her head. Of course it was! He would be turned in, and she would be one step forward to fulfilling her promise. 'Keeping a promise is the right thing to do.' she told herself constantly. It didn't make her feel any better about the situation, though. They reached the thirteenth floor, and she guided them to Room 121. She opened the door, and stepped inside. Stargazer was sleeping hanging upside down from the ceiling. Kind of strange, but he wouldn't be her problem for much longer. "There he is," she said, her voice shaking a bit. "Just take him and go." She turned around to walk out, only to find that the two had blocked the doorway, and had begun to walk towards her with sick smiles on their faces. "Wait!" she screamed, "We had a deal!"

She heard Star scream, and fall to the ground. After he recovered, he looked at the Weather ponies and his pupils shrunk. Then he looked at her, then the CWC ponies again. His expression of fear turned to one of fury as his bright blue eyes glowed brightly. He let out a shout and the other ponies flew backwards into the door opposite them, now unconscious. Star opened the window and turned to her. "Come on!" he shouted. "Jump!"

Ace stared at the whole scene in terror. She couldn't fly, but she was being told to jump. Star was pretty much asking her to commit suicide. "Are you crazy?!"

"Just jump! You'll be ok."

"How?" she asked. "We're thirteen stories above the ground!" She looked back at their pursuers. They were beginning to regain consciousness. Her options were not good. Either die by becoming a pancake on the asphalt below them, or suffer at the hands of psychotic weather ponies.

"I can fly!" Stargazer shouted. "I'll catch you!"

Both Cloudsdale ponies were awake now, and ran towards them. Seeing as she had no other choice, she jumped out of the window, screaming as she fell. The ground was approaching her more quickly than she would have liked, and she couldn't see Stargazer. Maybe he had decided against catching her, and was going to let her hit the ground. 'This is it, then,' she thought to herself. 'This is how I'm going to die.' She closed her eyes and sighed. Her feeling of defeat left her, though, as she felt somepony grab her fore-hoof and slow her descent. She looked up and saw Star, gently lowering her to the ground. Once she had all four hooves on the ground, she swore to herself that she'd never leave it again. "Are you okay?" she heard Star ask her.

She met his gaze. His eyes didn't look like the eyes of a monster, but the eyes of a concerned friend. He hadn't deserved her betrayal. She needed to apologize to him. "I-I'm... Sorry..." she said quietly, shaking like a leaf on a windy day.

His look of concern changed to a look of confusion. "What do you have to be sorry for?" he asked.

She looked away. How could she tell him that she had betrayed him? He would never trust her again. She didn't know why that bothered her, but it did, and she was not about to lose his trust. "They came into my room while I was sleeping," she lied. "They said they'd kill me if I didn't tell them where you were!"

Stargazer raised his eyebrow in suspicion. "Ace, I was in your room. You were not. What really happened?" he asked her.

She was shocked that he saw through her lie, albeit a poor one, and tried to cover it up. "I... That is what happened! I swear!"

There was silence for a few moments before Star spoke again. "You tried to turn me in, didn't you?" he asked with a hurt look on his face. "And please don't lie to me, I can tell if you do."

She bit her lower lip. Could he read her mind? Probably not, otherwise he would have seen her plan at the beginning. Still, lying would not get her anywhere, she could see that. She looked at the ground and poked at it shamefully. "Yes. I did."

Stargazer sighed. "I see. And now, You have not only endangered me, but you have put yourself in harm's way. These guys are psychos, and if they think that you know anything, ANYTHING, they will kill you. What in Equestria did you say to make them turn on you? Or was that part of the act, too?"

A tear rolled down Ace's cheek. "N-no!" her voice was cracking. "I thought they were the good guys! I mean, for all I know, you could be a murderer, a Changeling no less."

"It's not my fault!" he shouted, on the brink of tears. "I didn't ask to be born into the most despised race in Equestria! What, you think I wanted to live a life of solitude, where even those that seem friendly whisper lies behind my back? Do you think that I take joy in the crimes that I know my brothers and sisters and mother commit? Yes, I did murder some ponies, but that's not my fault! I had no clue what they did when I took the job!" He groaned and sat down with his face in his hooves.

Ace was devastated. Did she really betray her only friend because of the actions of one Changeling? This one obviously wasn't a monster, but she had nearly killed him. She wished she was dead. "I'm really sorry, Star. I didn't think..."

"No, no," He said. "It's my fault. I shouldn't have lost my cool like that."

"No," she insisted. "I'm the one who betrayed your trust."

Stargazer looked up, then back at her. "We have to go. If they haven't given chase yet, then they are gathering reinforcements. I personally don't want to be chased through the streets of Las Pegasus by an army of psychotic weather ponies."

"Neither do I," Ace agreed. "But I'm not going anywhere until I know what's going on. Why are they chasing you... Us?"

Star nodded.

"Before Nightmare Moon was banished, there were 3 major jobs in Equestria. Controlling the sun, the moon, and creating rainbows. Luna raised the moon, and Celestia took care of the other two. When Nightmare Moon was banished, though, and Celestia took on all 3 tasks, it became obvious that she was weakening, so she handed over the task of making rainbows to the Pegasi. They controlled the weather, so it seemed like a logical choice.

"They were stumped for a while. They didn't know how to create rainbows. One day though, there was an 'accident', and they discovered the secret ingredient in spectra, unprocessed rainbows: the blood of ponies. They couldn't just start murdering ponies at random, though. They needed somepony that nopony would miss: the Failures.

"See, after a Pegasus comes of age, they take a flight test. The ones who pass get to move on and choose a career to train for. The failures are rejected by society, not even wanted by their own families. As of 1000 years ago, the failures are taken to the Rainbow Factory, while the citizens believe they are deported out of Equestria.

"I took a job there, not knowing what they did or the history of the place. All I knew was that they provided living quarters, the pay was ok, and no background check was required. It seemed to be the perfect job for a Changeling. I kept the Pegasus Device, the machine used to grind up the foals and extract the blood, running. I had no clue what it was used for, until one day I decided to stick around to find out.

He paused for a minute as he wiped away at the tears forming in his eyes.

"I had slaughtered children for a year and I didn't even know it. I was enraged, and tried to lead a rebellion. I failed. I am the only member of the rebellion still alive. I have been running for six months. I had originally hoped that my supervisor, Rainbow Dash, thought I died in the bloodbath, but I've not fooled her. She has sent ponies after me, looking to kill me and get rid of the evidence."

Ace stepped backwards and her eyes widened in fear. When she met him, she thought he had like... stolen something, but nothing like that! The story fit, though, and that terrified her even more.

"R-Rainbow Dash?" she stammered. "As in the athlete? The Element of Loyalty and best friends with Princess Twilight?"

"The same, although I believe she came to work in that hellhole by accident. Or she's a Changeling and the real Rainbow Dash is completely oblivious to what happens in Cloudsdale, but I doubt it."

"Look, let's just focus on not getting caught," Ace said, bringing them back to the matter at hand. "I know a safe place in Canterlot, but that's much too far for tonight..."

"Do you know a spot where we could hide for the night?" he asked her.

She shook her head. "I hardly ever leave the casino. I don't suppose you know where a handsome stallion and a confused mare could crash for the night, would you?"

He blushed a little, and Ace giggled, but Star showed her that he was still fully capable of being sarcastic. "Yes, I know the perfect spot which is exactly why I asked you. I've only been here for an hour!"

"So, that's it?" she asked. "We're pretty much screwed?"

"I didn't say that. Give me a minute..." Star sat there for a minute, looking up. "Well, getting out of town isn't an option, and neither of us know of a place to stay. However, I know a cloaking spell that should conceal us for about six hours, that is, if we don't move too much."

"I'm... Not even going to ask how that's possible. It might work, though. What if I roll over in my sleep?"

"As long as it's not a five minute ordeal, you should be fine."

Ace pointed to a nearby alley. "We could hide there."

Star looked at it and nodded. "That'll work." They made their way to the alley, keeping an eye out for more CWC ponies. Once they reached the alley, Ace felt as if all her limbs were asleep, and then it passed as quickly as it came. She assumed that was Star activating the spell.

"We should be good for a while," Star said.

Ace looked herself over. She couldn't see herself, no wait she could, no she couldn't, no... It looked as if they were fading in and out of existence. "Does that mean it worked? Will other ponies be able to see us?"

"Yes," he replied. "It worked, and no. Nopony else will be able to see us. Only you and I can see each other, and, as I'm sure you've noticed already, it's a bit trippy. You can go ahead and sleep, I'll keep watch."

"I can keep watch," Ace told him. "I wouldn't be able to sleep anyway."

"Try," was Star's simple response. "The sooner you fall asleep, the sooner morning will come."

She stared at him for a bit, but consented. "Fine, but if you betray me, you'll live to regret it."

Star chuckled. "Why would I betray you? They're already looking for me. If I turn you in, I die."

She sighed, laid down on the hard, cold ground and shivered. How had she gotten into this situation? How would they escape the psycho weather ponies? Could they stop them? There were so many questions running through her head. Eventually, though, she was able to fall into an uneasy slumber.