Ghostly Scootaloo: Fall of the Flock

by ObsidianPony

Rating: mature
Tags: Tragedy, Scootaloo, Adventure, Sex, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Sad, Other, Original Character
Length: 8683

Even after her own life has been taken the Rainbow Factory continues to haunt Scootaloo. But perhaps the days of the Factory may be at an end...

Sequel To: The Diary of Ghostly Scootaloo

It's been weeks since Scootaloo's Ghost caused such a stir among the workers of the Cloudsdale Rainbow Factory. With the deaths of two of it's leaders, it would have been reasonable to hope that the days of the Factory were over.

Check here for a full list of OCs featured and their respective Ask Blogs

That dream as it turns out was too good to hope for. But Scootaloo along with her father have decided that there has been enough death and suffering from the Rainbow Factory.

They will end the Factory once and for all, or die trying. Again.

Published 2013-11-14 02:20:02 UTC
Last updated 2014-01-19 03:58:01 UTC

Chapter 1: Under New Management... Again

The Cloudsdale Rainbow Factory. A place that represented to some the best of the pegasi and stood as a testament to what they should always strive for, while to others it represented a painful end to what could have been a life filled with love and friendship, but which had been declared “unworthy” by those in a higher position.

The workers of the Rainbow Factory continued their work as normal, leading the failures to the one place they would serve a purpose in death for the Cloudsdale Weather Corporation. The production floor was as dismal as one could reasonably expect and then some, especially with some areas of the facility clearly in a state of disrepair and the workers stoic masks failing as each of them found themselves either frustrated at their work conditions or disheartened by the events that had occurred several weeks ago.

Professor ElCee, was experiencing both of those feelings.

“It’s utterly unacceptable!” ElCee snapped to the two workers who had been unlucky enough to report yet another pipe failure. “This factory is the pride of the pegasus race, a testament to what makes us strong and what makes us able, surely you can’t be so stupid as to be unable to even keep the pipes operating properly?” The dark grey mare snarled as she pressed herself almost nose to nose with the mare of the two workers.

The mare that ElCee was trying to intimidate looked more bored than anything, casually flicking her cranberry colored mane out of her eyes as the frustrated professor demanded explanations from her. She would have been beautiful, her mane was very pretty and her blue-grey coat seemed to gleam, but her looks were dampened by her expression which seemed to stay eternally as an expression of boredom and disdain.

“The pipes being broken might have something to do with the factory having been put in the care of three traitors, one of whom you insist on housing, professor.” Prism Dust retorted, putting as much disgust into the title as possible.

ElCee looked for a moment like she might strike Prism but simply growled and stomped the floor. “Just get back to work!” She snarled before taking off from the catwalk, flying toward her office.

Prism bit back a retort as ElCee flew off and settled for rolling her eyes. The engineer honestly didn’t know why ElCee was in charge here, nor why HoofSing hadn’t taken the managers position when it was offered to him but in the end it was not her place to question the good doctor and she trusted him to know what was best for the factory.

“Hey, Hurricane, get back to work you waste of feathers!”

Unlike certain other pegasi.

Hurricane was not allowed to enjoy his relief at ElCee’s departure as he yelped at the barked order and flew across the factory to take his post again, going far faster than a worker would ever need to fly.

“You do have a rather noticeable effect on the workers don’t you Kuleco?” Prism drawled as Kuleco scowled after Hurricane.

Kuleco didn’t answer as he glared after Hurricane until he was out of sight; the factory as a whole had certainly seen better days but nowhere was the events of the last few weeks more apparent than a look at the green pegasus. Kuleco’s red and white mane, normally kept neat and tidy, was uncared for and while it had not overgrown it was clear the pegasus had not been tending to it perhaps instead more distracted by the horrific burn that surrounded his ear, where flesh and coat seemed to have been burned away entirely.

“Fear tends to get imbeciles to listen more than orders they can barely understand.” Kuleco growled back as he observed the workers from on high; aside from the offices of the management staff the catwalk that Prism and Kuleco stood on was the highest point of the factory interior, a place for the high ups to look down on their subordinates.

Prism just smirked and shook her head at Kuleco; supposedly a fearsome pegasus who some workers freely admitted they’d rather jump into the Device than face, Prism had only seen a bully like any other who had failed at what should have been a simple operation.

The case of Scootaloo had certainly been one that would go down in the history books of the Factory, and it wasn’t even concluded yet. The mere idea of a failure coming back as a ghost was hard enough to swallow but add in the chains of events leading to the deaths of two priority workers and a severely run down factory.

“So, anything come up about the ghost?” Prism asked, enjoying the tremble of anger that visibly rippled through Kuleco whenever it was mentioned.

“None whatsoever; the ghost I’m willing to hope has finally gone to Tartarus where she belongs but as for her protector… I will not rest until that traitor lies dead by my hoof.” The green pegasus snarled at no one in particular.

Neither he nor the grey mare were aware that they were being watched.

***

In his office at the top level of the factory, a yellow pony in a long flowing labcoat sat in his chair and listened to the words exchanged between Prism and Kuleco, as the security monitor showed them from the view of the cameras.
“Clipper, can you get in a bit closer? The audio on them is a bit muffled from this angle.” HoofSing spoke into the microphone on his desk.

“I’ll try Doctor.” Came a reply from the green stallion on the other end of the line.

“Thank you Clipper.” Doctor HoofSing said as rustling sounds came through the speaker as Clipper moved closer to Prism and Kuleco on their perch. As Clipper came to a stop they could hear what Kuleco and Prism were saying clearly, though unfortunately they could now see Dusty on the camera.

“Clipper, get back a bit, you’re visible.” The brown mare standing next to Doctor HoofSing’s chair spoke up for the first time as both she and the Doctor saw the green pegasus poking out from the shadows on the monitor.

“Hang on, going silent.” Clipper quickly hissed before disappearing from view just as both Kuleco and Prism turned around and walked away, Clipper just barely hiding before they turned.

“Okay Clipper come on back, you can’t afford to go following them.” HoofSing ordered, clicking the microphone and screen off with a tap of his hoof. He noticed the brown mare staring at his hoof, she did that sometimes.

Even after years of working for him Doctor HoofSing’s appearance could still draw stares from some ponies.

The Doctor’s legs and hooves were metallic, artificial limbs attached where his legs should have been, three sections of it coloured to blend in at least somewhat naturally with his coat but the sections between, dark and cold machinery, was left as plainly visible hydraulics and metal.

“Just got to ask Doctor, you sure it’s worth tailing Kuleco like this? I mean I think he told us what we needed to know about the Scootaloo incident and it’s not like he’s just going to blurt it out.” Dusty Wings asked as she pulled her gaze away from the Doctor’s limbs and looked him in the eye.

His real one that was normal and blue of course. She tried not to stare at the grey metal eyeball with a red lens for sight that was his left eye.

Doctor HoofSing didn’t answer her immediately, almost as if he himself had to think about the answer first. “Dusty, do you trust me?”

“You already know Doctor that me and Clipper are with you and Factory no matter what.”

HoofSing paused again. “Good. That’s good to know. Because for now Dusty, I am going to need you and Cloud Clipper to trust me.”

“But what does that-”

“You said you trusted me Dusty.”

“I do but-”

“But I am afraid that in this case I must ask that that trust be enough for you to accept that I know what I am doing.”

Dusty looked ready to object again but instead she shut her mouth and nodded to HoofSing before turning on her tail and leaving the room.

Once he was alone HoofSing waited for a few moments before her hoofsteps disappeared down the corridor before he turned and walked toward the bookshelf which took up a large section of one of his office walls.

On the way however he took a moment to glance out the glass wall that showed him the main production floor. The glass was one way glass, so none of the workers below could be aware of the cyborg pegasus doctor looking down on them, his blue eye moving with his head while his cybernetic red eye zipped back and forth between everything in the room.

While his red eye took in the depressing state of the factory, his normal eye stayed focused on Kuleco and Prism perched on the high catwalk, also looking down on the workers while Prism fiddled with a control panel that seemed to have shorted out.

His eyes lingered on both of them for several moments before he moved back to the bookshelf, the two pegasi lingering in his mind as he pulled out “Daring Do and the Rainbow of Darkness.”

“Prism.” He whispered to himself as he casually tossed the book onto his desk, not even opening it. “Please stay safe around him.” HoofSing wasn’t one to talk to himself but he worried for Prism.

She was smart, no doubts about that and she could almost certainly take care of herself but Kuleco, that was… another matter entirely. Kuleco had never shown any qualms about killing his own allies even before the Scootaloo incident, Prism being around him so often was a constant risk.

“Hopefully I can rely on Cloud Clipper and Dusty Wings to do their job.” HoofSing whispered to himself again as he pulled out his edition of the “Rainbow Factory Employee Manual”. The doctor’s two enforcers had been following Kuleco around the factory ever since they had returned to it following the deaths of Doctor Atmosphere and Rainbow Dash.

“All because of one filly. One filly that isn’t even alive anymore.” HoofSing reflected with a shake of his head in disbelief. “Celestia only knows if Scootaloo’s ghost is even still around, but we will find Soeris. He should be rewarded as a traitor of this factory deserves.” He snarled before falling silent as he again tossed the unopened book onto his desk before reaching for another.

***

As she trotted down the corridors of the factory the conversation with Doctor HoofSing played back in Dusty Wings’ mind. Never before had the doctor asked her to trust him simply on blind faith, there was always a reason, evidence, some kind of motivating factor to encourage her that he was right.

And after everything that had happened here in the last few weeks, could that really be enough to trust him anymore?

“You look troubled Dusty.”

Dusty scowled but stopped and waited for the owner of that smug voice to circle round in front of her. Kuleco looked far too pleased to see someone troubled but then it never stopped that Luna-damned smile when he was processing foals into the machine.

“And you look like someone dropped you off a cliff.” Dusty returned cheerfully, nodding to Kuleco’s various injuries. “Princess Luna really did a number on you didn’t she?” The brown mare asked with an exaggeratedly innocent tone.

The green stallion scowled but shrugged it off quickly. “She did indeed. I bear the marks proudly Dusty, they should serve to all of you as a testament to my dedication, I was assaulted by the Princess of the Night and walked away to continue my work.”

“And quite a work it was.” Dusty suddenly caught on to how she could find out more about the incident several weeks ago. “But there are many rumors of what you and your coworkers did, they say you even brought the Princesses to their knees!” She exclaimed in a false tone of admiration.

If Kuleco was complimented he didn’t show it.

“That rumor flew out of proporition; our… corruption of the Princesses, control is most certainly the wrong word, was an unintended side effect of our experiments with the Spectra that is inside all ponies and it was temporary. I highly doubt that either Princess Luna nor Celestia remember what happened since the beginning.”

“Don’t you mean you made sure?” Dusty asked, having heard a different take on the story.

“We made certain with Princess Luna that she would not remember. Much to our own risk I might add.” Kuleco replied as he began walking again, Dusty following slightly behind him. “But even that was an interference and will cause suspicion among the princesses, we need to keep our work even more under lock and key for some time before we can risk anything like that again.”

Dusty followed him, hanging on to every word he said; Kuleco and HoofSing’s hatred for each other ran deeper than anyone in the factory had seen before, it was unthinkable that Kuleco would ever openly speak of the events to HoofSing, or even to her on a normal basis.

Prism must have put him in a good mood. Dusty thought as they emerged out onto the catwalks, Dusty sparing a glance at the tinted glass that hid HoofSing’s office. Then again she tends to have that effect on stallions. She added in what even she would call petty as Prism hovered near the ceiling, tightening loose bolts on a flow pipe.

“Not exactly discreet is she?” Dusty asked. “Nor are her admirers apparently.” The mare added with a significant urge to facehoof as she realised just how many off duty stallions were staring at Prism’s flank while she worked; the fact that the mare chose not to wear either the labcoat or black hooded uniform that most employees wore one of didn’t help.

“What makes you say that? Enjoying the view ourselves are we?” Kuleco asked from her side, causing Dusty to blush furiously as she realised she had been looking at Prism’s flank while she spoke whereas Kuleco had not even glanced upwards.

“N-No don’t be stupid!” Dusty spluttered, wrenching her eyes away to face Kuleco. “Just because every stallion in this place acts like they’ve never seen a mare before when that mare struts around the place and puts on a show for them, not like I can be here for long and not end up with her flank in my eyesight is it?” She scowled as her disputing only seemed to amuse Kuleco even more.

“Only thing fascinating about that flank is the distinct lack of a cutie mark on it.”

Dusty had to agree with Kuleco on that one. None of them had ever really been told exactly why Prism Dust was still a blank flank or why she had not been considered a failure even with her flight test achieved considering that. It hadn’t seemed to stop her position at the factory expanding though and soon enough she had been made one of the most valued of their engineers, much to others chagrin.
“Well is it really that unusual considering you-” Dusty snapped her hoof over her own muzzle as Kuleco very slowly turned to face her, his sapphire eyes positively livid.

Celestia, if you ever wanted to cause a supernova and blow the world up, could it please be now? Dusty silently pleaded as the green stallion advanced on her. Just when he got close enough to strike her, he whipped his hoof back and pulled down the back section of his dark black uniform so that his flank was visible.

“You tell me Dusty. Do. I. Look. Like. A. Blank. FLANK?!” He yelled the last word making her and all who had been watching flinch, never could any of them predict Kuleco’s temper or what it would result in.

In an attempt to pacify him she did indeed look at the spot where anypony would have their cutie mark. Kuleco wasn’t a blank flank, oh no that might have been at least alright to look at; instead, where his mark should have been the skin was mangled and slashed into disfiguring scars, the entire left side of his flank looked like it had been twisted up.

Needless to say that his cutie mark was impossible to make out.

“No Kuleco, you don’t, now just calm down. We’ve got enough problems without you two killing each other and making even more damage for me to clean up.” Prism’s cold and collected voice cut into the silence as the silvery-grey pegasus landed in between them, shooing them away with her hooves.

The watchers collectively held their breath at this bold action before watching in amazement as Kuleco obeyed and walked back along the catwalk away from the two mares, pulling his uniform back up to cover his flank in the process.

“... How the hay do you do that?” Dusty hissed into Prism’s ear in amazement as Kuleco, the most infamously psychotic pegasus in the factory workers, obeyed the petite silvery-grey mare and walked away from his own anger.

“Helps to know stallions rather than just moan at them.” Prism said loud enough for all to hear as she took back off toward the ceiling pipes, Dusty groaning in exasperation as she made a show of shaking her flank on the way up.

“You can’t deny Dusty, it’s a mighty fine flank.” Dusty rolled her eyes as her companion Clipper emerged from the crowd that had been watching.

“Please to know I can count on your bravery in a pinch isn’t it Clipper?”

“Course you can count on my bravery. I think you’ll find you can always count on it to fail and for me to run away.”
“You sound rather proud of that fact.”

“It’s worked so far for me.”

Dusty smacked her hoof on Clipper’s head but before the emerald green pegasus could either retaliate or complain they heard a crackling as the factory intercom was activiated.

“This is a staff announcement, Cloud Clipper and Dusty Wings report to Doctor HoofSing, Cloud Clipper and Dusty Wings to Doctor HoofSing please, thank you.” The bored monotone came out and left with almost none paying attention.

The two pegasi looked at each other. HoofSing usually just came to get them on the factory floor or he just waited if the situation wasn’t urgent. They could each only think of one thing that this could mean…

“He’s found the ghost.” They exclaimed to each other at the same time and rushed off to HoofSing’s office, ready and eager to do their duty to the factory but more importantly for both of them their duty to Doctor HoofSing.

Somehow though, even then, both of them could tell that they were entering something much bigger than they anticipated. That this would be a point of no return, not just for them but for the factory and the way of life it represented.

But as the two enforcers raced toward the factory, such thoughts did not cross their minds.

Chapter 2: The Flock

Chapter 2: The Flock

High in the Smoky Mountain, Soeris stood on the edge of one of the many chasms that made up this mountain. The Smoky Mountain was treacherous, not just for the brutal climb for non-pegasi but the weather was typically hostile and the mountain was rumored to be a regular dragon lair location.

With all that in mind, the black pegasus had to wonder how in Equestria Time Turner made it up and down so often.

“Soeris, Ditzy is making dinner. Do you actually plan on joining us this time?” Time Turner’s voice carried a definite edge to it as he approached the black pegasus; even after being told of everything Soeris had done, the brown Earth Pony was reluctant to trust him.

Soeris didn’t answer the other stallion and simply continued staring out to the west. Time Turner followed his gaze and gave a solemn nod as he saw where his gaze lay.

Soeris had never found out exactly what had happened in Canterlot that had led to the warrant for his arrest but it seemed that the confusing events had failed to erase that particular fact. Still Soeris was wanted for crimes against Equestria.

He couldn’t help but see the irony of being given a warrant for the wrong crime against Equestria.

“Come on back Soeris, Derpy’s about to make us some of her muffins for a little dinner and come on who can resist a muffin, I mean especially if it’s a Trottingham Muffin, I honestly don’t know how other ponies can resis-”

“Thank you, Doctor.” Soeris interrupted the brown earth pony approaching him. “I’ll be inside soon. I don’t suppose that there’s been any luck finding a way for Scootaloo to have something too?” The pegasus sounded hopeful even though he knew the answer already.

“Sorry.” Time Turner said with a shake of his head. “I’m a doctor not a ghost hunter, I don’t even know if ghosts can eat. They certainly don’t need to though.”

“No, no they don’t.” Soeris agreed. “But with everything else that Scootaloo has had taken from her in her present state I had hoped I could give her back at least that much.”

Time Turner nodded; the former Ponyville Doctor understood at least to some degree what it was like to not be able to give your child what they wanted, though these were obviously extreme circumstances.

Even if Soeris wouldn’t tell Time Turner how he came to be involved in the rainbow factory and it’s conspiracy, it was almost irrelevant with the love and dedication he had shown to Scootaloo.

“Well when you want some dinner just take it, we’ll set a plate aside for you.” The Doctor said before turning round and heading back into the small house they now called home.

Soeris didn’t take Time Turner up on his offer immediately or even turn to acknowledge it instead keeping his eyes firmly glued on the distant Canterlot. Truth be told he wasn’t even sure why he had kept observing the city for so long but something about it felt wrong, surely there should’ve been something more happening by now, a platoon of guards to raze the factory or to arrest him, an alert that the Princesses had been hurt, something…

“Do you think everypony is okay up there?”

Soeris jumped with a flap of his wings. He still wasn’t used to Scootaloo’s newfound habit of floating up out of the ground to say hello.

Soeris sighed. “I honestly don’t know Scootaloo. We can only assume that something happened to Princess Luna because otherwise I can’t think of any reason why we’ve not seen new developments. Still, if that’s the case, how in Equestria did the CWC get so powerful?”

“Cloudsdale Weather Corporation? Do you really think that this whole thing with the factory goes that high?” Scootaloo asked. Even though she had been through the factory in the worst possible way the filly had difficulty believing that it could be honestly approved by the pegasi government even after being told repeatedly.

“I know it does Scootaloo. First hoof knowledge if you remember.” Soeris said so quietly it was almost inaudible.

Scootaloo turned to gaze at him while Soeris turned away. Even after helping her hide, trying to help her and betraying the CWC, he still couldn’t look his own daughter in the eyes and not feel that he had lost all right to live.

“I guess you would. You helped keep them secret didn’t you?” Soeris sincerely wished that Scootaloo would yell at him, try to hurt him or even tell Time Turner and Derpy who would surely do much worse to him. Instead she was calm, almost understanding.

It was very offputting.

“Yes. I kept them secret from any who would inquire or get too close. If nothing else I never had to get my own hooves dirty, as if that’s any sort of consolation.” He added with a bitter laugh. “Should’ve taken the chance much earlier and killed every single factory bastard who came in the door.”

“You left.” Scootaloo insisted. “You left them, you’re going to bring them down. You don’t need to punish yourself anymore.”

Soeris didn’t answer that though he looked away from Canterlot for the first time to look directly at Scootaloo, still trying not to meet the ghostly filly’s eyes too much.

“Scootaloo. Look at yourself. Look at what Rainbow Dash became. Look at what happens everyday in secret and the type of ponies who get off with it scott free. All of that, I helped happen. I failed my family, I failed my princesses and I failed at being a decent pony. Whatever happens to the employees of the factory if it gets taken down, I’ll face the same punishment happily.” He muttered before turning on his heel and walking back towards the house.

“Why didn’t you ever say? That me and Rainbow Dash were related?” Again that tone, curiosity instead of accusation.

Soeris stopped and thought about it without turning to face the ghost of his daughter. In truth the reason he had was weak even in his head.

“What good would it do? To let you two know that your father ensures the deaths of foals by the day remains secret and that the two of you would be expected to either fly or die? Scootaloo you were better off without me and honestly you probably still would be if I just left you with Time Turner and Derpy Hooves.”

Scootaloo zipped over to Soeris and placed herself in front of him.

“So that’s it? You’ll just run off and let them face it alone? You know the ponies they need to fight better than anypony else and you’re willing to just keep out of it and let innocent ponies walk to their death. Why does that sound familiar?” Scootaloo snapped with an cold look in her eyes as she glared at her father.

Instinctively Soeris wanted to hit something, anything, but he simply kept his anger internal. It’s not like she’s not telling the truth. He thought bitterly to himself. “Fine Scootaloo. You’re right. I shall bravely take them into the jaws of death with me alongside them, I am sure that will be a great comfort to them to see the face of the pony that doomed them before they die.” He whispered before he stormed past Scootaloo, being very careful not to walk through her, marched past the dining room and stomped up the stairs to the bedroom that he and Scootaloo shared.

“Finally ready to do something direct?” Scootaloo asked as she floated up through the floor to the muffled objections of Derpy Hooves.

“You’d have me do something different?” Soeris demanded as he pulled out a binder from the rucksack he had been living out of for several weeks. “If I’m going to stand with Derpy and Time Turner against the CWC, I think it’s time they met The Flock.”

Scootaloo only looked confused as Soeris hurried back down stairs. She drifted through the floor in time to see Derpy ushering Dinky out of the room, they grey mare looking reproachfully at Soeris who had thrown the file down on the table.

“Time for you to see the kind of ponies we’re up against.” He stated before flinging the file open, immediately the assembled ponies were greeted with several close up photographs of a several pegasi, Scootaloo recoiling slightly as she recognised the sapphire eyes of Kuleco glaring up at her from the page.

“This,” Soeris began as he picked out one picture and placed it above the rest, “is Doctor HoofSing.” The yellow pegasus in the picture looked at them from the photo with an emotionless stare in his mismatched eyes, one a relatively normal cyan eye and the other a grey artificial eye with a red lens for the iris and pupil in one. “He was there even before I worked for the CWC and I’ll be a Diamond Dog’s uncle if he isn’t running the place right now with Atmosphere and Rainbow Dash gone.”

“Fascinating.” Time Turner remarked as he looked at the pegasus’ mechanical components. “Tell me, how did he come to need these mechanical augmentations?”

“I don’t know, not sure if he DID need them, wouldn’t put it past any member of The Flock to volunteer themselves to be turned into a freak for the ‘greater good’.” Soeris spat bitterly. “This will no doubt be his partner in running the factory now, Professor ElCee.”

Soeris moved another picture to the top, this one of a grey mare with an electric blue mane. She looked a bit younger than Doctor HoofSing but she shared the same emotionless stare as he did, though even with the lack of emotion in either of their eyes Scootaloo couldn’t help but feel hate radiating from them and the shiver she gave seemed to show that Derpy felt the same way.

“Not as much knowledge about ElCee on file. She’s mostly in Equine Resources and prefers to stick to the offices, doubt she’d ever get her hooves dirty willingly.” Soeris noted as he shuffled through what little notes the file contained on ElCee and placed them under her picture.

“She doesn’t even do it herself? She’s okay to just, just let it happen while she’s in a position to stop?” Derpy sounded enraged and upset in equal measure.

“Even if she honestly could stop it entirely I doubt she would. Especially considering who she uses to enforce her will.” Soeris had to visibly restrain himself from ripping up the picture of the green pegasus as he placed Kuleco’s picture under ElCee’s.

“Please tell me I won’t have to get near him again.” Scoots whimpered, the mere sight of Kuleco’s picture bringing back memories of his sadistic laughter as pain had flooded her very being.

“If he comes near you again I swear to you I will rip him apart piece by piece with my own hooves.” Soeris said it slowly and calmly but the chill that ran through the room was more intimidating than any of the feelings the pictures had given. “But anyway, Kuleco’s info is largely limited to ElCee and HoofSing’s own personal access. I can’t get too much on him but given that he was involved in Atmosphere and Rainbow Dash’s experiments he probably has his own plans.”

“Which by the way I would point out we know almost nothing about.” Time Turner interjected. “I mean yes we know about using the rainbows to emotionally influence Ponyville but do you really think that was all they hoped to accomplish?”

“No, no I quite doubt it. But whatever their plans are we can stop them just as easily by killing them.” Soeris insisted as he moved two more pictures, this time moving them under HoofSing.

“These two, Dusty Wings and Cloud Clipper.” He pointed at a brown mare with a messy brown mane and a scraggly light green stallion respectively. “They work under HoofSing’s direct orders. I don’t even know how much of their orders come from the CWC and how much come from HoofSing himself but these two are the muscle of the operation, anypony HoofSing or any other member of The Flock wants gone-”

“What pray tell IS The Flock?” Time Turner interjected. “You mention it often Soeris but you never clarify.”

The black pegasus took a moment to let out an annoyed sigh at being interrupted again before answering. “The Flock is essentially a sick privileged club for these psychopaths. You’ll hear plenty of talk from the workers about how they are a “proud member of The Flock” but these guys are the ones who actually do anything significant. Almost everything of the factory’s outside influence you can trace back to this lot.”

“So we take down The Flock…” Scootaloo began.

“And the factory becomes isolated and without it’s resources or it’s enforcers. Which gives us ideal time to destroy it without it being a lost cause.” Soeris finished for her with a nod before moving on to the last picture.

“This one’s an oddity. Far as I know she’s not even a member of The Flock but my informant at the factory insists that it’s worth keeping her in mind.” He told them as he left the last picture alone on the page, the picture showing a beautiful silvery mare with a cranberry coloured mane and a very bored expression. “Goes by the name of Prism Dust, don’t know how much she’s involved in the day to day operations but she’s an engineer and supposedly a prodigy.”

“And this helps us how?” Derpy asked as she looked down at Prism.

“Not sure precisely but if my informant thinks she’s worth keeping in mind chances are good that we’d be fools to overlook that advice. So, we know our targets; somehow, someway, we have to dispose of these pegasi. Without them The Factory will have zero chance to recover, it’ll be like losing Rainbow Dash and Atmosphere all over again without anyone to come back and pick up the slack, we can end it forever.” For the first time the black pegasus seemed to smile genuinely at that thought, even with the slight flicker of enthusiasm at the idea of murder.

“All fine and good, just one question.” Derpy spoke up. “How the hay do we get at any of them short of banging on the front door? I avoided that factory once because of some kind pegasus, I don’t intend to go wandering in there myself if there’s a better way.”

“Bait.”

The three adults turned to look at Scootaloo, Derpy looking slightly puzzled while both Time Turner and Soeris looked appalled.

“No.” Soeris responded immediately.

“What other plan did you have exactly?”

“I am NOT putting my daughter in danger yet again! For once I have the chance to do some good and I am not about to throw that away by letting yourself act like a piece of meat for a timber wolf!” Soeris insisted.

“Guys…”

“Oh and what better options do we have, the alternative is letting them keep making rainbows and probably killing us before we can do anything to stop them.”

“Guys!”

“I shouldn’t have to tell you Scootaloo what they’re capable of and Kuleco at least has ways to hurt you, don’t you dare act like just because you’re dead we shouldn’t care what happens to-”

Soeris was interrupted as Derpy tackled him to the floor and rolled him under the dining table, Time Turner following under with them.

“What the hay are you-”

Soeris sentence died in his throat as the three adults stared in horror out the kitchen window. Scootaloo followed their gaze.

Had she not been dead already she might have died with fright as she saw them; the two enforcers from the pictures, Dusty Wings and Cloud Clipper were at best ten feet from the house, holding Dinky down as she tried to scream through Cloud Clipper’s hoof.

Above them, his black trenchcoat like uniform flapping in the mountain wings, Kuleco stalked forwards while drawing one of the many knives concealed in his coat.

“A daughter of a failure is as good as a failure to me.” His declaration was just audible in the kitchen as he drew level with Dinky. “I’ll let you choose then failure; tell me where the ghost is and I’ll let you keep one leg.”

Author's Note

This chapter was rewritten at certain points, I apologise if that's noticeable.

Chapter 3: Belly of the Beast

Soeris and Time Turner struggled underneath the table, even the combined strength of the brown earth pony and the dark pegasus having trouble holding back the furious grey pegasus from launching herself at the three dark uniformed ponies menacing her daughter.

Scootaloo meanwhile had floated herself behind the open cupboard door and was hiding out of sight. The ghostly filly was aware how strange it was for her to be hiding when logic dictated that they shouldn’t be able to harm her but past experience with Kuleco had taught her not to doubt just how far these sadistic pegasi would go to make her suffer just for being a failure in their eyes.

“I’ll ask again little one.” Kuleco cooed in a falsely reassuring voice that sounded somehow more threatening than his tone of hatred. “Tell me where your failure of a mother is and a certain undead filly before I chop off those stubby legs of yours and see how well you deal with being chucked off a mountain.” He snarled at her but still Dinky remained quiet.

Scootaloo admired Dinky’s bravery but silently she hoped the purple filly would tell them something. They were bound to find them in here anyway and it wasn’t worth Dinky getting maimed just to hide them for a few seconds longer surely?

No sooner had she had that thought than the sound of smashing wood caught her attention.

“This is a waste of time Kuleco, just move- OOF!” The stallion, Scootaloo recognised him from the dossiers as Cloud Clipper, was sent flying back as Derpy’s hind legs collided with him, coming to stop against a pile of rocks with a sickening thud.

The brown mare, Dusty Wings if she remembered correctly, and Kuleco quickly wheeled around to face Derpy as one, Dinky taking the opportunity to put as much distance between herself and the psychotic pegasi as possible. Soeris drew level with them and also took a combat ready pose as Dusty drew out a garrote from within her uniform while Kuleco held his knife at the ready.

“Well well. Two breeds of failure, the flightless and the traitor.” Kuleco drawled as Cloud Clipper hauled himself to his hooves and stood beside Dusty in a mirror of her own pose.

“Don’t you ever lay one hoof on my daughter again.” Derpy hissed at them in a truly frightening tone of hatred as both her normally unfocused eyes stared right into Kuleco’s sadistic sapphire eyes. He actually seemed to hesitate before Dusty spoke up.

“Just give yourselves in now you two and we can put an end to this in a way that’s better for everyone.” She ordered as she stretched the garrote out between her hooves.

“Oh yes I’m sure you’ll slap us on the hoof and send us on our way.” Soeris piped up with his gaze on the two pegasi standing close while Derpy glared at Kuleco. “When did you three become all buddy buddy anyways? HoofSing and you aren’t exactly fond on each other Kuleco.” He addressed to the knife wielding pegasi. “Can’t see him being happy about you hanging around with his attack dogs.”

“You’d be surprised what desperate times and a common enemy can do to help old grudges be put aside.” Cloud Clipper spoke up, the darker green stallion seeming far more calm and collected than either of his partners.

“The kind that was between those two? Not a chance.” Soeris dismissed as he slowly began sidestepping, Kuleco mirroring his movements instinctively until the two stallions were circling each other like animals ready to pounce.

Inside from where she observed this Scootaloo could only watch in fear, a deep feeling of dread spreading through her non-existent body from the pit of the stomach she no longer had as Time Turner and Dinky barricaded the backdoor to the house.

Except the feeling didn’t vanish. In fact it was the first feeling besides pain Scootaloo had felt ever since she had found herself in her ghostly state, a strange feeling of faint headedness and almost dizziness.

“I’m going to pass out.” She was so surprised herself that she said it out loud, attracting Time Turner’s attention with a confused look. Confusion quickly turned to panic as he saw Scootaloo slowly but surely fading away into nothingness.

“Scootaloo! Scootaloo?!” He yelled as he ran in some futile attempt to shake or grab the filly. His shouts attracted Kuleco’s attention to the house for a split second, enough for Soeris to leap on the green pegasus and slam his hoof into his muzzle while only feet away Derpy threw herself at the two partners in black uniforms and threw wild kicks and swings at anywhere that was even remotely near the two factory workers, almost oblivious to all else except causing as much pain to these ponies as she possibly could.

The two partners immediately caught Derpy as she leaped at them, grabbing the mare’s hind legs before fling themselves down onto their backs, sending the grey mare’s muzzle right into the rocky ground behind them. Undeterred Derpy rose to her hooves quickly and aimed a mule kick at Cloud Clipper, who ducked out of the way to instead let Dusty take the blow to her side, the brown mare grunting from the pain and falling to her knees.

Soeris and Kuleco meanwhile had taken to the air, the two pegasi jousting back and forth as each attempted to knock the other out of the air, righteous fury in Soeris’ purple eyes meeting Kuleco’s livid sapphires as they each tried with all their might to cause whatever injuries they could manage to their opponent, meaningful contact finally made when Soeris clipped Kuleco’s wing and sent the green pegasus spiralling, forcing him to land to avoid slamming into the cliff at flight speeds.

Deciding to pick his battles for now Kuleco flapped his wings to shoot himself at Derpy, the grey mare grappling with Cloud Clipper. Kuleco slammed into her side on and sent both of them tumbling across the floor, hauling the grey mare up to her hooves long enough for him to catch her across the face with his own and send her sprawling back down, blood leaking from her nostrils from that blow.

Soeris dived on Kuleco from the air and tried to get him away from Derpy, sinking his teeth into the back of Kuleco’s neck producing a howl of rage and pain. The black pegasus tried to tear and rip into Kuleco’s flesh to try and put the monstrous pegasus down but was forced to let go when he felt his air passage closed off by the garrote that had been slipped over his neck by a recovered Dusty who seemed intent on pulling his head clean off.

Derpy lay on her back on the ground slightly dazed from the repeated blows to the head. Her vision cleared up as Cloud Clipper straddled her chest and began laying into her with a flurry of brutal blows, blood drips covering more and more of the floor as he pummelled the grey mare while behind them Soeris desperately tried to get out of the lock that Dusty had him in even while he could feel consciousness slipping away as his limbs weakened from the lack of oxygen until Kuleco was able to buck him off of his neck.

Dusty unfortunately stayed attached to Soeris even when both of them were tossed to the ground by Kuleco’s buck, holding her position until the black stallion gave one final, futile squirm before falling silent and still.

“Enough.” Dusty panted to Cloud Clipper as he continued pounding his hooves into Derpy’s face. “I said enough!” She snapped when he continued.

Cloud Clipper looked back at his partner and Kuleco, both slightly worse for wear from the scuffle, before giving one final vindictive blow to the unconscious grey mare and climbing off her. Derpy was a mess, blood covered her face and was in her mane and it was clear that by the next day her face would be a mess of swellings and bruises.

“Regrettably we need them alive,” Kuleco reminded them as he proceeding toward the house to apprehend Time Turner and Dinky. ~Check for a pulse on Soeris, I won’t shed tears if you killed him Dusty but I don’t know if ElCee will approve quite as much.”

Dusty nodded and checked over Soeris. She smiled when she felt Cloud Clipper testing her ribs.

“I’m fine Cloud.” She assured him as she pressed her hoof to Soeris neck, feeling a faint but definitely present pulse.

Cloud Clipper ignored her until he was sure she showed no signs of broken ribs or other nasty injuries then tended to himself. Kuleco lead Time Turner and Dinky over to them, both ponies hadn’t made it nearly far enough to escape their trained eyes and both now had their hooves bound so they could walk but not run.
“No sign of the ghost. According to this one she up and disappeared right in front of him.” Kuleco growled in annoyance with a dangerous look at Time Turner. “Now you tell me, how likely do we think that is to be true?”

“About as likely as a failure coming back from the dead in the first place?” Cloud Clipper deadpanned to the taller stallion. “Kuleco we leave the factory and then when we come back we find that you, Rainbow Dash and Atmosphere were up to who knows what while chasing down a ghost, I don’t think you’re one to talk about possible lies.”

Kuleco looked like he would very much like to make Cloud Clipper regret that he had opened his mouth but swallowed his anger for now. Standing off to the side he pulled a small jar containing what appeared to be pure, emerald green flames inside it.

“Ready then?” He asked as Dusty carelessly dropped the unconscious Derpy next to her child and Time Turner; Dinky instantly moved to nuzzle her mother to try and wake her up while Time Turner tried to shield them.

“P-Please… you don’t have to do this.” He begged, his eyes fixated on the jar of flames with a look of fear and desperation.

Kuleco took a moment to look back and forth between the jar and Time Turner, giving a cruel laugh as he realised what the stallion was thinking. “Not quite.” He told Time Turner before, with a gasp from Time Turner, he turned the jar over and bathed himself in the flames; within an instant Kuleco had finished in a flash of green fire, the jar falling to the ground where he had stood only a second ago.

Dusty didn’t waste any time and picked up the jar. “He could’ve at least taken one of the prisoners with him.” She grumbled before she grabbed Dinky, over Time Turner’s begging her to leave Dinky alone, and poured the flames over herself too vanishing along with the purple filly.

Time Turner didn’t know what was happening. Had these ponies completely taken leave of their senses?!
“Your turn mate.” Cloud Clipper said as he picked up the flames and, with a preemptive scream of pain from Time Turner, upended the jar over himself, Time Turner and Derpy, the three instantly vanishing.

The jar fell to the ground, empty now of the green flames and cracked from the repeated dropping. After a few moments of dead silence on that lonely mountain top, a hoof timidly poked at the jar, rolling it back and forth as if hoping it would work…

***

Scootaloo wasn’t in pain. She wasn’t being tortured, she wasn’t falling ill and mercifully there was no sadistic pegasi in sight.

But she was suffering. Trapped in the dark, unable to move, with nothing seeming to even exist anymore, the orange filly couldn’t even scream.

“I’d suggest not bothering to ask the questions you probably have, I have no more answers than you do.”

Scootaloo jumped at the sound of the voice and desperately listened out and look around for the source but the echoing of wherever she was made narrowing down where the voice had come from almost impossible, if there even was a physical thing speaking to begin with and it wasn’t just in her head.

“You young filly surely know what you need to do. You and your companions are in over your heads, hilariously outgunned and outmatched some might say, but nevertheless it has fallen to you to eradicate that Factory and the scum running it.”

Scootaloo tried to speak out. Who the hay was this, where the hay was she and why did that voice sound familiar?

“No time right now filly. For now you have companions to rescue.”

Scootaloo’s eyes widened, had they been caught? She didn’t have time to truly think about it before she felt the darkness closing in like a vice around her chest. It was how she had felt before, now she could recognise the feeling when she was pulled into this place and apparently when she was forced out…

Dying didn’t feel any better than the first time.

***

“Derpy! Derpy! Please wake up.” Time Turner begged as he hugged the grey mare close, not caring about the mess being made of his coat by the blood. Beside him Dinky was gently prodding at and pushing Soeris to try and get the black stallion up; she was clearly terrified but still managed to throw a defiant glare at Dusty Wings when she guided her away from Soeris.

“You found them up in the mountains? Why wouldn’t they have left Equestria?”

“Akai do you really want to question why a failure and a traitor was too stupid to just leave the country? Not like it would’ve helped.”

“Actually yes I do Kuleco. Because as you might recall a failure already nearly escaped once because of overconfidence and lax security from our staff, so you would be a fool to let that happen again.”

Kuleco snarled from where he and the new mare stood behind Dinky. “Whatever, I need to report to ElCee anyway. Just take them into the device and have done with it.”

“Can’t.”

“What do you mean you can’t?” Dinky winced at the practically tactile venom in Kuleco’s voice.

“HoofSing wants them interrogated first. They are to go in the cells until further notice. Unless you plan to go confront HoofSing about it?”

The beating of wings as Kuleco took off was answer enough but Dinky and Time Turner barely acknowledged it as their hearts seemed to fill with ice. The way those two had spoke, there was only one place they could be…

“On your hooves.” The mare dragged Time Turner to his feet and finally he got a good view; the mare, Akai Kuleco had called her, had a very imposing stature to her which combined with her long, flowing scarlet mane gave her very attractive looks if it hadn’t been for the scowl affixed to her face.

“Move them out.” Akai ordered the other two black uniformed pegasi, Cloud Clipper hoisting Derpy onto his back while Dusty Wings stretched her garrote menacingly to make Dinky and Time Turner move. Time Turner didn’t dare ask why they weren’t bringing Soeris and honestly he imagined he didn’t want to know what was in store for the black pegasus at the hands of the large brown mare.

As they were led to what was surely their demise, Time Turner took one last look around at everything he could see. He had once been told that what you saw before death could change how you would feel when you died.

He sincerely hoped that were you died didn’t affect your afterlife.

Because all that his eyes were showing him was the dark, miserable metal home of these psychotic ponies, the source of all rainbows and a sign that seemed like mockery in garish neon lights.

Welcome to the Rainbow Factory.

Author's Note

Sorry for the delay in this chapter, my personal life is a little unpredictable right now