The Fall of the Rainbow Factory

Chapter 3

A little later, Star noticed her shivering. He wished he had something to keep her warm, but if there were any old blankets in this alley they were long gone. He did have his wings... 'That would be awkward if she woke up,' he thought to himself, but it was better than nothing. He sighed in defeat, laid down next to her, and wrapped his wing around her, hoping it would warm her up. A few of their pursuers passed by, but they didn't see them. The hours went on, and proved to be uneventful. Star re-charged the cloaking spell, and slowly began to slip into a nightmare filled slumber.

He dreamt about his pre-teen years when he met her, the cyan mare with the rainbow mane who had so affectionately cared for him... so he had thought. He remembered that day all too well. He had been asking ponies left and right if they had a job for him. None did. Of course, he was only twelve years old, who'd trust a mere foal with work? Somepony, he hoped. If he didn't acquire some cash quickly, he'd be living in that cardboard box for a while. He was just about to give up and go home, when she approached him. She looked at him with her rose colored eyes for what seemed like an eternity before she spoke.

"What do you have to live for?" she had asked him. He wasn't quite sure how to respond and stared at her blankly. The mare repeated herself. "What do you have to live for? Do you have anything right now that would hold you back from a life changing opportunity?"

He didn't, really. He was more of a wanderer, trying to find work. None had come his way for a long time. He had been reduced to begging for food. He hesitantly answered her. "N-no... Why?"

She smiled. Not really a kind smile, but not a mean one either. It was... not an expression he could place. "I have a job for you," she said. "If you're interested..."

Young Stargazer jumped up to his hooves in excitement. "I'll take it!" He didn't even need to hear what it was. Work meant pay. Pay meant food, and possibly shelter. But... he WAS curious as to what he'd be doing. "What kind of job?"

"Mechanical work," she answered. "Do you know anything about machinery?"

His heart sank. He knew nothing about machinery. He was an astronomer, not an engineer! Yet another job would pass him so easily. "No..."

"It's okay," she told him. "We'll teach you."

He looked up at her with hope twinkling in his young eyes. She'd... teach him? Maybe he'd get the job after all! But he shouldn't appear TOO eager. She might use that to her advantage... "What are the conditions?"

"You will be given food, living quarters, and an hourly paycheck, in exchange for your service to us."

"What about a background check?" This was where he had to turn down many of the jobs that rarely came his way. He couldn't risk a background check, not him. He was Changeling. He was not in the Equestrian Record Books. Somepony would become suspicious and expose him! Then the Hive would claim him... He shuddered at the thought.

"No background check is required," she told him, much to the colt's joy. "If you can start immediately."

He grabbed his small bag of possessions and saluted the rainbow-maned mare. "Of course!"

She smiled. "An eager worker is a dedicated worker," she told him as she led him away. "You're life is looking up."

If only he had known how much of a lie that was...

Star woke up as the sun was creeping over the horizon. The brightness peeked through the alleyway and concentrated the yellow glow onto his face. He looked down at Ace who was still asleep, breathing deeply. He got up slowly, not wanting to disturb her. He was going to scout around for any CWC ponies. 'She'll be okay,' he told himself. 'The cloaking spell is still active and she's asleep. Nothing will happen to her.'

He walked out of the alleyway and took to the air after changing into a different form: a brown Pegasus with an hourglass as a cutie mark. He glided over the city on the lookout for their pursuers. There weren't a lot, thank goodness, and they were scattered throughout the city. If they were careful, they might be able to avoid them on their way out.

He felt a sharp pain in his head and winced. He concentrated on the source... The cloaking spell had been deactivated. Ace was probably awake and it was time to head back. As he approached the alley, he saw something that made his heart rate skyrocket and his determination to get back grow: leading away from the alleyway was a trail of rainbows. He landed in the alley fearing the worst. A broken blood covered body, or maybe signs of a struggle and a puddle of blood. But Ace was not dead. She was standing still as a statue staring off into space.

"Ace!" he shouted. "Thank the Sisters you're okay! We have to... whatcha staring at?"

She looked at him, back into space, then back at him. "There was a pony there... She said she could help you. She called you Fola- something."

Star froze. "Folaktar?" he asked. Ace nodded. He began to panic a bit. Nopony knew him by that name! Nopony except... But that was impossible. Ace wasn't dead. If it had been who he thought it was, Ace wouldn't be standing there before him, but on the ground in a dark red puddle with a certain cyan mare standing over her. It couldn't be her, but there was no other explanation... "What did she look like?" he asked her.

"I couldn't see much," Ace said. "She was wearing a mask and a cloak of some sort. I do know that her eyes were rose colored, her wings were blue, and she left a trail of... rainbows. Friend of yours?"

'Horsecrap,' Star thought. 'It was her. We have to get out of here!'

"No," he answered, "Not a friend. That was Rainbow Dash."

Ace began shaking when he told her this. "R-Rainbow Dash? But she could have killed me! Why would she want to side with us?"

Stargazer was equally troubled. None of it made sense. He knew Rainbow Dash. She wasn't stupid, but she never passed up the chance to kill anypony. Was this a new strategy of hers? "I doubt that she's siding with us," he said, "But we can't stay here. We have to get to your safe spot in Canterlot."

"But if she found me that quickly, how are we going to do this without getting caught?"

"By taking little steps at a time," he responded. "The Whitetail Woods are not too far north of here. If we can make it there, we should be safe for a bit."

He teleported them to a nearby alley, and apparently nearly made Ace lose her lunch. "Warn me before you do that, will ya? Ugh..." she said, irritated.

"Sorry," Star said sheepishly. "You think you could hold your lunch for a few more?"

"Fine," she groaned.

Star nodded and charged up the spell, thought better of it, and stopped. "Actually, why don't you try it?" he suggested.

She looked at him in confusion. "How?"

He tried to think of a good way to explain it. He did it naturally. He never had to think about the steps like he was right now. "Imagine a destination," he began, "Let's aim for that alley over there. Keep that destination in mind. Now imagine the incredible speeds at which our planet is moving through space, and imagine that you are holding on as tight as you can to the surface. Now, imagine letting go and being hurled off the face of the planet, while keeping your destination visualized."

There was a flash, and they ended up on the opposite rooftop. She was visually disappointed with herself. "That's pretty good for a first time," Star told her. He was actually a lot more impressed than he let on. His first time was not nearly that accurate. You never know how fast you can run until you have to run out of a bathroom full of screaming mares...

"It takes practice," he reassured her, "But you'll get the hang of it soon enough."

Ace looked at the street below. "Ugh... Magic makes me nauseous... Could you get us down?"

He smiled. "Sure, then why don't we grab a quick breakfast? It'll help with the dizziness that comes with using a spell like that."

He teleported them down, and supported Ace, who began to have issues keeping balance.

"Where... where are we gonna... eat?" she asked dizzily.

"I'll find us a place."

'And soon!' he thought to himself. 'She looks like she could collapse any minute. I feel kinda loopy too...' Star shook his head, telling himself to stay conscious. He found a pastry shop a block away, and ordered their breakfast. They sat down and began to eat.

"How is it?" he asked.

"It's good," she said, only managing a few nibbles of her muffin. "I still feel kind of ill though."

After a bit of silence, she spoke. "So... um, why don't you tell me about yourself, Star."

He was taken aback. Tell her about himself? Nopony wanted to know about him! They usually wanted him gone, or simply didn't interact with him. What about him would she find interesting? 'Not much,' he guessed. "Well... what do you want to know?"

She smiled. "Whatever you're comfortable sharing."

Star racked his brains for something to say. He was totally unprepared for this line of conversation. "Well, I'm more of a night owl. I like the night sky. Um..." He hoped he didn't look like a complete idiot. He tried changing the subject. "You really should eat your food, or at least drink the water."

"I'm not really hungry," she said. "Magic isn't good for my appetite. Um... how old are you?"

"I was hatched sixteen years ago."

"Sixteen? Bit you look older... oh, right. You're Changeling." she said with a sheepish grin on her face. "I don't mean to pry, but were you involved in the Canterlot Invasion?"

He shook his head. "I had left the Hive long before that. When I felt them plotting it, I was still in the Factory."

She breathed a sigh of relief. "At least you're not a monster like the rest of them... wait... You felt them plotting it?"

He nodded. "Changelings have an empathetic link between each other. I can still feel them, but since I have been separated from them for so long, I can only feel huge movements."

"That's amazing! You know, you're really starting to make me wish I'd put more effort into magic studies."

"I can teach you, if you like," he offered. He was surprised at himself. Did he just say what he thought he just said? He'd never offered something like that to anypony before. Why did he feel so comfortable around this mare? She had nearly gotten them killed! And yet, he would have chosen her company over the company of anypony else... It confused him.

Ace beamed happily. "Really? You'd do that? After I... You don't have to, y'know."

"No, really," he said. "I can. But," he smiled jokingly, "You'll need to eat your muffin."

"Fine..." she ate the muffin and drank her water. "I hope I can keep this down."

"It'll help in the long run, I promise."

There was silence between them for a bit before Ace spoke quietly. "Listen, uh... Thanks for... keeping me warm last night."

He met her gaze and blushed slightly. She had noticed. She must have woken up at some point in the night. Well, at least it didn't get awkward. He finally was able to get some words out of his paralyzed mouth. "You're welcome..." She smiled warmly as a response.

Star kept thinking of a plan. Getting to Whitetail Woods would be tricky. Once the did get there, though, they could head towards the Concela Po-in, or "Hiding Place." It was a spot he discovered in his travels. It was a valley with a few dozen trees on one end, a lake in the middle, and a field on the other end. He had been there often, and knew the place like the back of his...

He nearly spit out his water. He knew that place; he could visualize it with incredible accuracy. He could teleport them there.

"I can get us out of here," he told Ace.

"I'm listening."

"There is a hidden spot in Whitetail Woods that I can visualize pretty well," he explained. "I can teleport us there. It will require a lot of energy, though, meaning I'm going to have to order some more muffins..."

"If you can do that, go ahead." her stomach made another strange noise. "Can we wait a bit to teleport though?"

He nodded. "It'll take me a bit to eat the muffins anyway." He got up, ordered seven muffins, and carried the tray back to the table.

Ace raised an eyebrow. "That's a lot of muffins... I think you're just looking for an excuse to eat some more of them."

Star shrugged. "Well, that too, but can you blame me?"

She chuckled. "I guess not... Will we be safe there? In your spot?"

"We should. I'm the only one that knows it exists."

Ace looked past him and saw something. He didn't know what, but whatever it was, it frightened her. "Uh... Star? We have a problem..."

"Waf?" he asked, his mouth full of muffin. He looked out the window and saw what had scared her: two CWC ponies about a hundred meters away were walking towards them. He began eating his muffins at a much more accelerated rate, almost inhaling them.

The two ponies were getting closer, and Ace began to visibly panic. "Can you teleport us now?"

Star looked at her, his pursuers, his muffins, his pursuers, and back at his muffins. He nodded vigorously and began charging the spell, but not before storing a muffin for later.

He closed his eyes and concentrated, trying to keep their destination in mind. The room began to shake, although it looked like nothing was moving. There was also a loud humming sound. Star tried his hardest to gather up the energy he had to make the jump as their pursuers came closer. 'Just a bit more...!'

The ponies had noticed Star charging the spell and began to fly as fast as they could towards them. They were a mere five meters away. Ace shouted in alarm. "STAR, NOW!"

Star opened his eyes, now glowing white, and released the spell right as their pursuers opened the door. There was a blinding flash, a crack of thunder, and a huge jerk before they opened their eyes and found themselves in Whitetail Woods. "We made it," was all Stargazer managed to say before collapsing onto the soft green grass.