Kiwi wakes up chained up and alone in a dark cell. All he can remember is following a Unicorn who said she could help him find his mother, who hasn't seen since for five years. As he tries to figure out where he is, Kiwi starts hearing screaming. Which is immediately followed by the door opening and a young Pegasus being dumped in the cell with him. It is from her that he learns he is in the Rainbow Factory. They soon become friends for the short time they are together. And try to figure out a way to escape the Factory.