The Thunderstorm Cloud Factory

by NightDrawn

Rating: teen
Tags: Horror, Other, Dark, Alternate Universe, Sad, Gore, My Little Pony: Friendship is Magic, Rainbow Dash
Length: 14856

Recent occurrences in the Thunderstorm Cloud Factory have caused it's bankruptcy, and it's up to one pony to restore the factory to it's former glory. But he has other plans for the new factory, and his mind isn't any less corrupt

Everyone knows what horrors lie behind floor two of the Rainbow Factory, but has anyone ever payed attention to the other factories? Rainbows aren't the only thing made in Cloudsdale. Recent occurences in the Thunderstorm Cloud Factory have caused it's bankruptcy, and it's up to one pony to restore the factory to it's former glory. But he has other plans for the new factory, and his ideas aren't any better than the Rainbow Factory's.

Thanks so much to BTedge116 for making the cover art! It's amazing! You should check him out!

This fanfiction has been based and expanded upon Aurora Dawn's "Rainbow Factory" and "The Pegasus Device" fanfictions that can be found here (Rainbow Factory) and here (Pegasus Device)
I do not intend to copy or steal Aurora Dawn or anyone else's work and have written this as an unique fanfiction to expand upon the Rainbow Factory theme.
That being said, this story is dark, and when I say dark, I mean it. It contains blood, violence, swearing, and potentially disturbing content. I've rated it as teen since it isn't immensely violent or bloody, but it does contain swearing. (If you think that I should rerate it to mature please let me know.)

And with that my story begins.

Published 2014-05-04 05:30:04 UTC
Last updated 2014-05-24 04:25:36 UTC

Chapter 1: The Contest

The Thunderstorm Cloud Factory

By NightDrawn Fics

The way that thunderstorm clouds have been made has been known since Equestria was created. Ponies would fight, and a storm would brew. That’s how it had always been throughout time. Sure, the processes had been sliced and diced, but it still came down to one factor; anger. The anger of ponies powered the thunderstorm cloud’s charge, and the power could be harnessed as energy.

So, as history unfolded and modernization increased, a factory for it was built. Large, futuristic machinery was invented that could suck the anger out of workers, who were forced into gruesome fights or watching their horrible memories to bring the anger out of them. It was very effective, and worked for years on end, providing all of Equestria with the rainfall they needed to grow their crops and survive.

As time moved on however, the workers found that there was simply no more anger left in them. They had seen their horrible memories so many times, and beat each other up so much, that anything that would have angered them no longer made them angry in the slightest. Forget about trying to force them into fights. The workers refused to lay one more hoof on one another. They had been stressed out so badly, they became so apathetic and lethargic that they were deemed useless. Their manager had begged them to try to produce more anger, but they simply couldn't.

Later that year, all production ceased. Not a single drop of anger had been left in the machinery, and with nothing to feed to the power hungry reactor core, no more thunderstorm clouds could be sent out. The factory went bankrupt, and was shutdown. But it didn't end there. The year got worse and worse as it dragged on, and slowly crops began to dry up. With no thunderstorms to water the fields, how would the vegetation grow? It didn’t. The crops dried out completely, and Equestria went into a drought season.

------ Two Months Later ------

It had been a busy day unlike any other at the Rainbow Factory. Today was the day the winner of the new Thunderstorm Cloud Factory Contest would be revealed. Since nothing was being done about the old factory, the president of the Rainbow Factory decided to hold a contest to figure out a solution to the drought problem. As workers were rushing about their business, frantic to introduce new ideas for Cloudsdale Weather Corp’s new thunderstorm cloud factory, Datafile, a small, scrawny white unicorn sat working behind a computer desk. Looking stoically ahead, he continued to receive and distribute news sent from Cloudsdale Weather Corporation’s database.

Like many other workers, he too had submitted plans for a new factory. He had longed for recognition and respect, which he had never received within his career as a Rainbow Cloud Factory news receiver. The drought problem also wasn’t getting any better, and Datafile believed that if he could fix the problems, he was bound to become one of the most famous ponies in Cloudsdale. Maybe even all of Equestria if his idea succeeded well enough. As Datafile imagined the experience of winning the contest in his mind, he slowly felt his chin sink down as his eyelids grew heavy and a dream crept into his subconsciousness.

He was walking through an unfamiliar room. It seemed endless, almost as if it was a punishment. Machinery was whirring in the background, while lights flashed in the distance. He ran towards them, ending up in another room. This room was familiar though. It was the Rainbow Factory’s theater room. The room was surrounded by thick concrete walls and a large, rotting wooden stage stained with blood. Rusty chairs sprawled out across the tile floor in perfect array, and workers of the facility were taking their seats. But in a matter of seconds, and the blink of an eye, the lights in the room blacked out, and when they lit back up, all the workers were dead. Someone had—

“Hey! Are those reports ready yet!?” a tall, muscular pony shouted as Datafile snapped out of his daydream. The pony was a dark brown, deep-set-eyed stallion who worked as a loyal Rainbow Factory manager for twelve years and counting. He had trained and taught workers under him so well he was probably making the most money next to the machine operators and scientists. No wonder his cutie mark was a lion head with money in its jaws.

“I’m sorry sir!” Datafile replied while sitting back up and waking up his computer from its sleep, the dusty screen of it lighting up with a bright green glow, “I didn’t mean to doze off.”

“Whatever. Just shut up and focus on your work!” the manager boomed back at him, “Next time you fall asleep during your shift, you’ll get to meet the wardens, up close and personal. And I don’t expect that you’ll make it out alive!”

Datafile gulped and held his breath. He had seen his fellow workers, friends, be dragged away by the mysterious guards referred to as “wardens”, and after being taken away, they never came back to their workstations. He remembered the time when his friend had one minute been chatting with him about what would happen if they leaked some information they had received to the public, and the next minute he was being dragged away. The more he saw this happen to his co-workers, the more cold he grew inside. It’s their fault they died. After all they’re the ones who asked for a death wish, he would tell himself as his friends were dragged away. It was a serious treachery to release or speak about releasing secret information about the Rainbow Factory to the public, and leaving the facility was even worse. That’s why he and all the other workers were cooped up in the upper level. But he definitely did not want to end up flowing through spectra pipes, so he propped himself up against the chair in a proper work position, and continued to work diligently.

Hours passed, the day going on and on, still with bustling ponies trotting around while chatting about what the results for the new factory would be, explaining their elaborate plans to one another. They generally were enjoying their day, but Datafile was not. He was stuck behind a computer, reading through boring reports and recent news articles, instead of attending the new thunderstorm cloud factory contest crowd. Why did they get their day off, and the opportunity to visit with their friends and co-workers?, Datafile thought to himself in frustration as ponies trotting throughout the factory were as happy as he'd ever seen them be.

“Attention all workers attending the contest ceremony! The results for the new factory winner will be announced in thirty minutes! Please go to room 3248-B and find a seat! They’re running out fast!” an announcer blared through a loudspeaker. Datafile looked back at the manager, and the grim look on the manager's face only meant one thing; No. He knew that the manager wanted to attend as badly as Datafile did, but orders given were orders taken, and that meant they had to stay put.

“Do you think that we could sneak into the room?” Datafile asked the egotistical manager, “We could find out who won then.”

“Are you asking for a death wish?!” the manager replied, confused yet frustrated, “No we are not going to even consider doing that! Forget about it!”

“Come on! I know you’re curious to find out! It will be easy to sneak in with the huge crowd!” Datafile replied to the stuck up manager.

The manager got angry at this statement, and began to get red in the face, “YOU HEARD ME THE FIRST TIME! NO MEANS N—” the loudspeaker crackled back into life, shutting up the manager quickly, so that the announcer would not hear and find out about their plans on the other end.

“Attention all managers in all districts and sectors of the factory! The president has ordered that you and any workers under you immediately attend the announcement ceremony! Any managers who do not attend or prevent their workers from attending will be killed for insubordination!” with that the loudspeaker crackled off, leaving the room completely silent.

“Heh, looks like it’s your lucky day!” the manager said hastily. “Let’s get our asses up there before I get killed!”

Datafile jumped cheerfully out of his seat and eagerly followed behind his manager as they journeyed up to room 3248-B to find their seats. As they approached, Datafile was filled with nervousness to the brim. What if he actually won? What if he lost to another smart pony? He had many questions he wanted to know the answers to, but he remembered that other workers had been shot on site for asking and making themselves seem suspicious.

While ponies of many colors from many districts and sectors of the factory were taking their seats, Rainbow Dash, the president of the Rainbow Factory, scanned the room of workers in search for a particular pony. Once she ensured that the mysterious appearing figure was there, she looked back at the audience.

“And now, we will begin the new Thunderstorm Cloud Factory winner’s ceremony!” a raspy voice emphatically announced as the lights in the large, foreboding room dimmed. “Tonight will be the night! All problems, errors, and failures the thunderstorm cloud factory made will be put to an end very soon!”

The tall, cyan mare, with rose colored eyes trotted out onto the stage, leaving everypony breathless. The president of the Rainbow Factory rarely ever made an appearance like this, and if she had, it would either be through a loudspeaker or in a concealed bodysuit. She grinned as she stepped up onto the standalone podium, and searched the crowd once again for the mysterious figure that stood in dark brown cloak. Once she found the pony in the audience and verified that they had attended, the infamous mare cleared her throat and shuffled through some papers.

“As you all know, I have you gathered you all here tonight to announce a very important event in Cloudsdale Weather Corporation’s history. Shortly the winner’s plans will be revealed, and construction of the new Thunderstorm Cloud Factory will begin!”

Datafile sat down in a rusty portable chair as the vivacious mare continued on about the history of Cloudsdale Weather Corp and how important this coming event would be. Yeah, yeah, Datafile thought to himself while tuning out Rainbow Dash’s speech, We know this is important, but please just announce who won!

“And that is why today, here in Cloudsdale, we absolutely need a new age Thunderstorm Cloud Factory! Now, who’s ready to find out who won?” Rainbow asked sarcastically while powering up a large computer monitor displayed behind her. The crowd burst into cheers as the Cloudsdale Weather Corporation logo lit up on the green colored screen, and Rainbow quieted down the audience to continue speaking, “Out of all the submissions I received, many were decent, some were good, and then some were...let’s say not that great. So, Star Scatter, would you mind coming up to the podium to share your submission?”

Star Scatter, a meek blue pony with horn rimmed glasses trotted up to the stage, with nervousness in each step. “Well...my idea was to harness the power of heat energy in the air through a special tower. You’d then feed it through a Quantum-Core Radioactive filter, that would combine the energy molecules together, forming a cloud in essence. Then the cloud’s heat molecules would be scientifically transformed into freezing molecules, causing an upset in the energy balance to form the cloud’s thunder and lightning. And for the water, it doesn’t even need to be formed! The cloud’s energy molecules would pull water vapor gases into it, condensing them into unlimited amounts of water!” Star Scatter explained to the crowd, trying her best not to jumble her words. Star was sure the crowd would like her idea, however this not the case.

“What if there were no heat energy molecules in the air?!” one anonymous pony in the audience questioned.

“Yeah! What about water vapor?! If the air is dry, water cannot form! This wouldn’t work in a desert town like Appaloosa!” another crowd member shouted agreeing with the other criticizer.

The rest of the crowd whispered to one another, unaware of how to react. Star Scatter was sweating and stuttering her words, trying to provide some explanation to how and what affected the clouds and process, but she couldn’t come up with any good replies.

“How about you take a seat, Star,” Rainbow said sternly, “You can take your time to think your plans over again. Try to scrounge something up on this theory”.

Star Scatter lowered her head and exited the stage, heartbroken that her idea had found a major flaw. As she took her seat again, ponies around her avoided looking at or comforting her. They didn’t know how the problems could be fixed, and they surely did not want to be dragged away by wardens for interrupting the Rainbow Factory’s president.

Rainbow Dash grinned as she looked down from the stage at Star Scatter, and cleared her throat, turning her attention back to the audience, “Now, that we’ve seen an example of a ‘decent’ submission, let’s look at a not so great one. Silver Scalpel, please join us on the stage!”

The gray pony with a black, shiny, combed back mane came up to the mic. With glassy eyes that looked three times more nervous than Star Scatters, he attempted at building his confidence and said, “Uh, hi everyone...So, uh, my plans were to create thunderstorm clouds through…nuclear fusion.”

The audience started chatting loudly to one each other, arguing about the concept and how it work out. Some had outbursts, and some even wanted to leave. The concept seemed horrible to them. Nuclear Fusion? What if it was compromised or disrupted? All of Cloudsdale would be doomed. One nuclear explosion could wipe out one fourth of Equestria, and Cloudsdale barely took up an eighth.

“SHUT YOUR DAMN MOUTHS!” a warden roared at the crowd. The crowd went quiet almost instantly, and directed their attention back up to Silver Scalpel.

“A-As I was saying, the nuclear fusion process is a new, evolved way of harnessing nuclear atoms within a safe, contained machine. This machine consists of six reactor cores that are angled and connected by long pressure rods. These rods rise and fall in an integrated pressurizer, powering the cores through pumping nuclear atoms through the pressurizer. Directing this power down into pipes that lead up into a large energy collecting column, it can then be aimed at a desired location and fired, sending the hazardous energy hurling through the atmosphere. It would then rip artificial molecules from the atmosphere, charging it up. For the water, fermionic condensation would occur within the atoms while traveling through the atmosphere, pulling any water vapor into it.”

“It sounds to me like you’re describing a death ray! I won’t support the construction of a weapon of mass destruction! And especially not in a huge factory floating above Equestria!” an unknown member of the contest shouted.

“I bet your theory doesn’t even work! It’s just an excuse to receive attention! Can you even define Fermionic Condensation?!” another random pony yelled.

“N-No…” Silver Scalpel replied sadly, “All I know is that the engineers will make it work”.

Rainbow Dash stood forward, a slight smile on her face, “This is where the submission fails. He relies on engineers!” she laughed, “You should really rely on someone better Silver Scalpel, like, say, yourself? You understand that if your plan were to have failed, you and the rest of Cloudsdale would be killed?!”

“I-I understand ma’am” Silver replied, lowering his head.

“You refer to me as Ms. Dash if you intend to address me. Do I make myself clear? You call me Ms. Dash from now on! Does everypony understand?!” Rainbow boomed at the crowd.

“Yes Ms. Dash!” The audience replied immediately.

“Good. Now take your seat, Silver Scalpel.” the frustrated mare said, sighing.

Silver Scalpel exited the rotting stage and sat back down in his chair, inured at the scene he had caused. He sat mentally broken, processing inside his head all the criticism he had received. It definitely did not work, he knew that, but couldn’t the engineers fix the problem for him? Silver thought to himself, Well now they couldn’t. They wouldn’t want to after hearing all about the worker’s gossip on his “Weapon of Mass Destruction” idea.

The screen that had previously been powered up changed to a countdown timer, and the vigorous cyan mare trotted forward, exclaiming to the crowd ,“Now for the best submission and winner of the contest! Ready everypony!?”

The audience erupted into a roar as the ten second blinking countdown timer started. “TEN! NINE! EIGHT! SEVEN! SIX!” the crowd cheered as Datafile’s heart beat rapidly, “FIVE! FOUR! THREE! TWO! ONE!”

The screen’s timer ended and Datafile’s face appeared on the screen above a banner that advertised the winner. The crowd clapped and hollered as Datafile was guided up to the stage. He smiled in glee as he walked up the ramp of the stage to join Rainbow Dash and receive the contract to the property and ownership of the new Thunderstorm Cloud Factory. I won! I actually won the contest and right to my own factory! I can finally get out of this shithole and boss others around! Datafile thought to himself while trotting over to Rainbow Dash in joy.

“So, Datafile, how do you feel about this victory?” Rainbow asked him sternly, frustrated at his happy entrance onto the stage.

“Fantastic!,” Datafile replied cheerfully, “I was pretty confident that I wouldn’t lose!”

The crowd of excited ponies suddenly quieted down, and exchanged confused looks to one another as they whispered various things to friends. Datafile’s lively attitude quickly died down to a more laid back one as he glanced back at Rainbow, who had lowered her head, glaring at him. She hated remarks that made others sound above her authority.

“Interesting,” she mumbled as she attempted to regain her cheerful persona, which was a hard thing to do after all, since she had lived in a murky, violent facility for most of her life, “Now as you all know, here at the Rainbow Factory we always like to find new ways to evolve our machinery, boost security, and provide, somewhat of a worker-friendly environment.”

The crowd chuckled and laughed at the indirect joke, and when Rainbow Dash gave them a glare, they quieted down and returned to listening intensely.

Rainbow Dash cleared her throat and continued speaking, “And throughout the history of this upper floor, we together have always been doing that. Look how far we’ve gotten! Six floors of endless machinery, a Class II Pegasus Device, and much more!

The crowd applauded and cheered at Rainbow’s pride, however one of them did not. A mysterious pony sat emotionless, staring intently at Rainbow Dash. He knew something suspicious was going on, but he wasn’t sure whether interfering or not would be a good idea, so he decided to stay put, for now.

“Well, Datafile has done just that! He has been inventing and thinking of new ways to reuse resources here! Isn’t that an extraordinary idea?” The audience cheered once again, and stood up, congratulating Datafile’s feat. He smirked at Rainbow Dash and winked.

“Now the question is, what resources here will his factory use?” The mare rhetorically asked.

“I’d be honored to answer that, Ms. Dash,” Datafile replied, acting as if the rhetorical question was directed to him. Datafile trotted over to the tacky podium Rainbow had once been standing on, and took the microphone in his hoof, grinning.

“So, as you all know, there are many resources here available. There are many various chemicals and fluids down in the resource processing room, our live resources which are used for rainbow production, and then there’s—” Datafile cut off for a second and looked down.

He looked back up at the audience and continued, “So throughout my research on thunderstorm clouds, I have learned one major flaw. When anger powers a thunderstorm cloud’s charge, the energy is not that powerful and doesn’t last long. What I found interesting is that anger’s power is weaker when it is pulled from its host indirectly. My factory has been designed to take the anger directly from its hosts, like you or me. But it won’t be pigment, or spectra. It will be the very core. The connection to the soul. The fierce and rabid soul, of the deceased pony!”

At Datafile’s statement, a large deadbolt slid and locked the heavy metal door, the only means of escape from the theatre room. The crowd panicked and some pushed on the door in an attempt to leave, but no matter how much they tried, the titanium deadbolt would not budge.

“Don’t waste your energy trying to escape. Now, as I was saying, my factory needs hosts. I have many to take from the depths of this factory, but I was thinking of...starting off fresh. And those criticisms and outbursts you ponies have had today have really filled your souls with anger.”

Rainbow Dash, Datafile, and the wardens pulled out gas masks they had with them, and slid them over their snouts. Every worker in the crowd started to scream and panic even more, and some even tried to beat up wardens for their gas masks. Rainbow Dash pulled out a remote and pressed a large red button on it, setting off an alarm system. She looked back at the mysterious figure she had checked for multiple times before the ceremony, and found it to still be there. This figure she had looked for started to rise off the ground, towering in the air. When Datafile realized the mysterious figure wasn’t a pony at all, he laughed out loud, grinning at Rainbow Dash. The mysterious figure was really a disguised machine, built into the floor and used for emergency decontamination of any threats. Once it rose to its highest point, purple-colored gas started to emit from holes in it, causing nearby ponies to choke and drop to the floor, lifeless.

Datafile clapped his hooves together sarcastically as he walked up next to Rainbow, still with a grin on his face, “Very clever, Ms. Dash. I never thought you’d kill off the workers in such an easy way! Now, may I take my more preferred form and ditch this weak body?”

“Well, you did win the right to the Thunderstorm Cloud Factory, so yes, you can. I’ll miss my old, powerless worker, though.” the cyan mare replied sarcastically.

“Oh, whatever, Rainbow. You wouldn’t give a shit if I transformed into your dead friend, Scootaloo!” Datafile’s horn sparked a mixture of dark purple and green magic, and slowly his small, scrawny white body began to grow more muscular. His short, bony legs also grew longer and lost their bony appearance, as his eye color also took dramatic effect, turning from its original light blue to a deep, crimson red.

“Ahhhh, there we go!” he exclaimed joyously, “I feel much more comfortable now! And I get to ditch that dumb old name! I will now be called my true name, Shade Blade!”

Rainbow Dash and Shade Blade watched as the pathetic workers succumbed to death, and laughed at the sight. Little did they know, one stallion had attacked a warden, stealing its gas mask and fleeing through an escape vent only the wardens knew about.

“Hey Shade, mind if I call you Data?” Rainbow Dash asked curiously.

“Sure. But only you!” Shade replied while pushing a pony crawling on the stage towards them off it.

The evil mare smiled and looked up at the now taller, white-coated stallion, “Of course!”

Shade grinned and turned back around to continue speaking to Rainbow, “Now, how is the construction on my factory going?”

Rainbow scanned the room for any survivors, and finding none, shut down the device emitting gas into the room, “It is on track and near completion. The machines are also being built by my engineers right now, and they will hopefully be finished soon.”

The malevolent stallion laughed and stomped his hoof down in pleasure, “Good! It’s all going according to the plan!”

Author's Note

I hoped you all enjoyed my first chapter of my most beloved fanfiction. It took some time to brew up this idea, while staying true to original Rainbow Factory and Pegasus Device fanfictions, so I do hope I portrayed Rainbow Dash the correct way! This chapter has also gone through an update, so if you have read it before, then you will see that there are indeed a few changes.

Also, Star Scatter and Silver Scalpel are people's OC's, so please do not reuse these names whatsoever! If you'd like your OC to make a cameo appearance in the story, let me know! Maybe, just maybe, you'll end up in the horrors the Thunderstorm Cloud Factory has to bring ;)

Chapter 2: The Flashback

The Thunderstorm Cloud Factory

By NightDrawn Fics

Neo groaned as he slowly stood up, twinging in pain. His foreleg stung, and when he took a closer look at it, he saw that it had been sliced open on the side by a sharp object. It was attempting to scab itself, but the gash had been too deep, so instead it just oozed pus as blood continued to trickle down the side of his wounded leg. He looked over and saw a cracked gas mask resting on its side up against a bent, rusty vent gleaming with crimson blood.

His spiked, aerodynamic wings also stung, scratched and battered up by the long fall down the vent. He didn’t even want to attempt trying to fly with them. Air whipping at them would surely cause immense pain, and with his leg injured, he’d probably die of blood loss due to the gravity and air pressure pulling his blood down his body and out of his wound. So instead, Neo examined the area, orienting himself in the dark hallway, whilst looking for another way out.

Where am I even? the aching stallion thought to himself, What is this place? He flipped a worn old switch on the metal plated wall, and fluorescent walkway lights covered in spider webs flickered on, lighting the area around him. He appeared to be lying on some sort of mesh walkway, with cold, rusty rails loosely fastened on each side.

Great. I escaped a death mob and now I’m even lower in the factory! And wounded also! The last thing he remembered was purple gas filling a cavernous room, while an evil stallion known as “Shade Blade” ranted on about a horrible new factory. Luckily Neo’s investigation and research paid off, or else he would have been past dead by now. The new factory had been near completion, at least from what he heard of Rainbow Dash and Shade Blades’s conversation. Neo knew Shade Blade had surely started cloud production.

Neo managed to pull himself up, panting from extreme stress put on his wounded foreleg. As he took a step forward, it stretched and ripped open again, gushing blood onto the creaky metal platform. He strained to stay upright, using the dented steel railing as a support while walking down the cold, dark walkway. Observing the machinery around him, he exited the thin platform into an extensive room that smelled of musty old blood, iron shavings, and a smoky aura that seemed to come from the ceiling of the room.

“Am I really where I think I am? No way! I’m on the original floor of the upper level! Weird. They must have abandoned this place. The only thing they seem to use here now is the—”

Neo’s words cutoff as he looked up at six large vats of different colored spectra. They sat, creaking and filling every few seconds with their assigned color. The red vat appeared to be slowly tilting, its immense steel supports bracing itself from falling. It seemed as if over time, hazardous amounts of red spectra had filled the vat, and the lower floor did not have a big demand for it. Taking a closer look at the vat from his distance, Neo leaned over the rickety railing, and saw a red warning light blink on. That’s just the warning for incoming spectra, right? he thought to himself, pushing his paranoid thoughts to the back of his head. The huge cylinder filled with fresh red spectra, causing the light to blink even brighter. I guess so.

Neo continued to languidly limp down the walkway, not caring to look back. Little did he know, the sector computer for the red spectra vat had continuously prompted warning messages, informing the worker who was supposed to be there that the vat had almost reached max capacity. No pony was tending to it however, as all of them had abandoned the area to attend the contest ceremony. They doubted that a vat would ever fill to the brim, meaning that if it did happen for some reason, no worker would be able to stop it.

All of a sudden, a screaming alarm pierced through the silence, and orange utilitarian lights flashed on. Neo, holding his eyes that were temporarily blinded from the flashes, looked back to while regaining his vision, to see the huge red spectra silo buckling over. It ripped up its curved steel supports with it, and began to lurch forward.

“Oh shit,” Neo said to himself as the vat started tipping over towards him, snapping the spectra delivery pipe like a twig in the middle of a hurricane. Red spectra gushed from the delivery pipe breach, adding more liquid to the vat’s forceful fall.

He began to pick up his pace, galloping as fast as he could to an escape door nearby. It was locked and secured tightly, but luckily for Neo, he had planned ahead and had forged a special key card that could hack into any door of the facility and unlock it. As he went to pull out the key card, he looked back at the leaning vat, as it descended closer and closer to the walkway he was currently standing on. Once the silo made contact with the flimsy metal platform, it would be over for him. With only forwards or backwards to run, both of which were on the metal walkway alone, the only other place to escape to aside from the escape door he found would be the pits of the upper floor, where Celestia knew what would be waiting for him down there.

Neo snapped out of his shock when the immense vat slammed down onto the walkway, ripping it from its loose fasteners. “No no no!” he shouted as each fastener burst loose from its socket, pulling the platform down with it. He fumbled with the key card, and the walkway shook violently with only five fasteners left before his doom. The vat spilled colossal amounts of red spectra on him as it it continued to fall, and as he went to slide the card through the scanner, a huge jolt of energy shot up his body as the vat smashed against the wall shaking the entire room. He slipped on the spectra, dropping the key card into the depths, and everything went black.

“Wake up! Wake up for Celestia’s sake!” a gruff voice called out.

Neo sat up on the flat, uncomfortable hospital bed, panting heavily. His mane dripped wet, cold sweat, and he had large bags under his neon green eyes.

“Wh-Where am I?!” he yelled, frightened. Neo had not remembered a single thing since he had blacked out, and now faced a large, light-tan stallion who had been sitting at the end of the creaky bed since Neo had been brought there.

“Oh, quit your worrying! You’re safe now,” the buff, relaxed pony replied.

“You didn’t answer my question! Where did you guys take me!? I demand to be told at once! I have my-”

“Cloudsdale Intelligence Agency badge?” the tan stallion nonchalantly interrupted.

“H-How did you know that?!” Neo responded, surprised the pony knew.

The muscular stallion laughed while sitting down in a nearby chair, “Because you’re in our headquarters obviously!”

Neo looked around the barren room, and with more examination, found that he had in fact been sleeping in the Cloudsdale Intelligence Agency’s infirmary. There were only three beds scattered around the room, dusty and worn out from sitting there for many years. The infirmary had been used rarely here, since no agent had ever gotten that injured in their field of work, and the ones who had been hurt that badly usually just ended up dead or held as a prisoner in some place far from the building. “Wow. Heh, I knew that. Why didn’t you just tell me that Paper Work?”

The strong stallion’s jaw dropped open as he stared at Neo, “Why didn’t I?! Neo, have you seriously forgotten our headquarters?! This is the infirmary! Remember?”

“Oh yeah! Sorry, I just haven’t been in this room for ages. So what exactly…happened when I was unavailable?” Neo asked sitting up on the bed.

Paper Work rolled his bright orange eyes, sighing at Neo’s remark, “Well, we found you fainted on a cloud that hadn’t been cleared yet. You’re lucky that the cloud clearing showoffs hadn’t made their show yet. Otherwise you would've been more dead than a mouse in a mousetrap.”

“Yeah, yeah. I know I should be grateful and whatnot. Just get to the point, Paper.” Neo replied, wiping some sweat off his face.

“If you'd let me continue!” Paper Work said, frustrated, “Anyways, we tracked you down and saw you had a big swollen cut, so we rushed you here. Good thing you were asleep. You got multiple stitches and staples.”

Neo looked down at his right foreleg, and saw the black stitching swelling up beneath the shiny, sterile staples. He shifted his legs and the staples pulled a bit, causing sticky, brown pus to emerge from the stitching, “Ow! Does the damn doctor even know how to properly tend to a gash!? Ugh, the work on this cut was so badly done, it reminds me of your work! Did you do this?”

“Thanks for the compliment, and no, I didn’t,” Paper Work replied sarcastically.

“You’re very welcome. Next time you see that doctor, please tell him he’s fired!” Neo laid back against the wall of the room, biting his lip in pain.

Paper Work chuckled and jotted down some notes on a worn, old clipboard. He checked Neo’s injured leg and scribbled down some more observations, and glanced back up at the dark blue stallion, and once again continued to write down endless information.

“C’mon Paper Work!” Neo groaned’ “Skip the drill! We’ve been through this so many times, the office doesn’t even care about the nitty-gritty details anymore! They just want the main info!”

“Alright Neo, you win. I’m putting down the clipboard now” Paper Work chided while setting down the rotting board, “So, what happened in the factory?”

Neo sat forward and cleared his throat, “Well during my investigations, I discovered a handful of…disturbing things.”

“Go on.” the tan stallion said, now interested in Neo’s story.

“When I entered the facility to research its ways of rainbow production, I found that you had to go through a complex test and security check. Luckily they were holding this contest though. I snuck in without a single pony noticing!” Neo proudly said, smirking at Paperwork.

Paper Work sighed at Neo’s remark, “Alright, save the bragging for when you find evidence that’s actually important.”

“I did find very important evidence though!” Neo estatically replied.

“Do you care to share that with me then?” Paper Work asked, in attempt to push the conversation forward.

Neo smiled, and joked, “Oh, yes of course sir! Would you like a cup of coffee as I tell you also?”

“Just get on with it already,” Paper Work said rolling his eyes.

Neo returned to telling his story, while getting more comfortable in the not so comfortable infirmary bed, “So I decided to look into this contest more, since, after all, I had snuck into it. What I found out was that this contest was being held for a new factory!”

Paper Work’s eyes widened at Neo’s statement, “What?! A new factory?! Where?!”

“In the exact location of where the bankrupt thunderstorm cloud factory stands!” the dark blue stallion replied, almost as surprised as Paper Work himself.

“So...they’re going to rip down the old factory and build a new one there then?” Paper Work’s excited tone changed to a more questionable one.

Neo nodded at Paper Work, “Yeah. And apparently the new factory’s going to save us from this drought we’re having.”

“Finally!” Paper Work exclaimed gleefully, “How did the winner claim they could solve the problem? Did he explain his great idea?”

Neo gulped. He remembered back to the unveiling of the first place winner, that tall white stallion, Shade Blade. The atrocious acts that went down that night had burned into his mind like a wildfire in a dry field of grass. It broke his very being, watching all the helpless workers choke to death as he stood in the middle of all the chaos. Mares and stallions had rushed to him, gasping and begging for help, and all he did was attack a warden for the gas mask that saved his life and escaped through a vent he found.

“No, he didn’t,” Neo said lowering his head, “He claimed it to be classified information. The most he promised was that it would work and the problem would be solved.”

Paper Work raised an eyebrow, “Sounds fishy to me. Are you sure you didn’t leave out an important detail? One that could help us to figuring out what his idea is?”

Neo looked away, breathing heavily. He turned around and buried his face into the pillow, crying into it as Paper Work moved over to the opposite side of the bed.

Looking at the crying blue stallion, Paper Work realized he had surely caused something to trigger in Neo’s mind, “Ugh, what's wrong Neo?”

“Everything!” Neo yelled, his face wet with tears.

“Would you like to tell me?” Paper Work replied calmly and gently, trying his best to not upset the stallion further.

Neo turned back around to look at Paper Work, weeping as he mumbled, “There’s more than what I told you to the new factory!”

[Seven Days Ago]

The limp, red punching bag slammed against the wall, ripping open and sending sand all over the hard floor of the sweaty workout room. Neo unhooked the top half of the shredded leather bag, while wiping cold perspiration from his forehead.

“That’s the fifth punching bag you’ve beat the crap out of!” an employee working at the gym called out in Neo’s direction, “You’re gonna have to start paying for replacements soon! We don’t have an unlimited amount of these at your disposal, ya know!”

Neo set the two halves of the destroyed punching bag down on the counter, in front of the employee. They were taken away by the worker who gave the dark blue stallion a frustrated glare, and replaced them with a sixth, bright red punching bag. As Neo started heading back to his workout area, his dull, black phone started to blare its cheery tune. He dropped the shiny new punching bag and took out his phone, checking who the caller was. It was his friend and employer, Paper Work. He hesitated to answer the call, since he knew Paper would blabber on about tons of information, not to mention today was supposed to be his free day where he could relax and enjoy himself. But he decided to answer the call anyways.

“Hey, I’m in the middle of working out. What’s the big problem now, Paper?” Neo said, sighing into the cold phone against his ear.

“Sorry to interrupt you, Neo, but we have a bit of a problem,” the worried stallion replied through the crackling speaker, nervousness in his voice.

Neo sat down on a wooden bench in the gym, while one of his eyebrows raised at Paper’s response, “Ugh, what is it?”

“Well, you see, I haven’t really figured that out yet,” Paper responded.

“What’s the problem then?” Neo asked, further confused by Paper.

“So the problem is that Mrs. Cake has called us up recently. She told us that her foal, Pound Cake, hasn’t returned home since the day of his flight test. She thought that he had run away, since he failed his flight test. However she told me that lately she’s been thinking about it, and worries that something else could have happened,” Paper explained from the other end of the phone.

“Something else? Like a kidnapping? Sounds like it’d be that to me. Put him on the amber alert, and send a notice out to Cloudsdale,” Neo assumed, attempting to end the conversation and get back to working out.

“Neo you’re not listening to me!” Paper yelled angrily in response to Neo’s uninterest.

Leaning back on the creaky bench, the dark blue stallion laughed halfheartedly, “Yes I am, Paper. So, what does Mrs. Cake believe really happened to him?”

“Well…,” Paper trailed off, as if he didn't want to finish his sentence, “She mentioned a rumor about the Rainbow Factory. Its...upper floor to be exact.”

“Oh, c’mon! Not this again!” Neo sighed loudly, “You and everypony else knows that shady floor has passed inspection by the princess of Canterlot herself! You think Celestia would let that factory do things to ponies that are told in mare’s tales?”

“Not exactly the floor itself,” Paper corrected Neo, “But the workers up there, or even the owner of the upper floor could. What I’m trying to say is that it could be a possibility.”

“A possibility isn’t worth the risk,” Neo promptly responded while cracking open a fresh bottle of cold water he had brought with him, “What if one of our agents got hurt trying to sneak in, or was found by the Rainbow Factory staff as one of our spies? Who’d be responsible for that then?”

Paper Work grinned on the other end of the line, knowing what response was about to come from Neo, “That’s why I’m sending you out there to investigate!”

Upon hearing Paper’s statement, Neo burst into laughter, “Ha! Nice one Paper!”

Straightening up his mind and voice, Paper’s tone changed back to his stern one, “I’m being serious Neo. Your next mission is to sneak or break into the upper level of the rainbow facility, and find out what they’re up to. Also, look for Pound Cake, as Mrs. Cake firmly believes he has been abducted by them and is being held there.”

“Whoa whoa whoa now Paper!” the now angered Neo replied to Paper, “We never discussed this. It’s required that I agree to be sent out on a mission before you can go assigning me to it. Don’t you remember the agency rules you were taught over and over?”

“There’s no open discussion on this, Neo,” Paper calmly responded, yet prominent and firm in his speech, “You’ve been assigned by high ranking officials, and the company expects a success from you in this mission. So, your choices are to take the mission and pay a visit to the Rainbow Factory, or resign from your agent position and never associate with the Cloudsdale Intelligence Agency again.”

Neo huffed and prepared to end the call, letting his friend know, “Fine! Then I’ll quit!”

Rolling his eyes at the opposite end of the line, Paper replied with emphasis in his voice, “Ugh, that’s what I expected. I guess you won’t get the dough for the task then. It was such a great payout also. Oh, how I’d love to get one hundred thousand bucks and a promotion!”

“One hundred thousand dollars?!” Neo exclaimed out loud, directing everypony's attention in the gym to him. He sat, quieting down, and picked up his phone, embarrassed at making the unintentional scene, “You never told me about the details, Paper Work. If you are going to slap me in the face with one hundred dollar bills, it makes a big difference!”

Rolling his eyes at the opposite end of the phone line once again, Paper responded, “I’m sorry, but I thought the information would be a bit more, I don’t know, important, you know?”

Chuckling as he sat back down, Neo replied, “Yeah, I guess it is, but why would I get that much? And a promotion? Is it seriously that important to the agency?”

“Ummm, you do know about the upper floor, right? Or the rumors at least?” Paper questioned the dark blue stallion.

Neo scoffed at the remark, “Well yeah, they apparently kill ponies and suck the color out of them to make rainbows. Do you even believe that though, Paper Work? For Celestia’s sake, the princess herself went in there!”

“I honestly do not know, Neo,” Paper replied, bored of the conversation himself, “I just know that no other agent here would lay a hoof near that factory, even if they were paid as much as you’re going to be.”

Laughing while thinking about the cold hard cash he would get, Neo decided to take the mission,“I’ll take the mission, Paper. Those agents are just cowards. They shouldn’t even be working still if they can’t handle a simple task like this!”

“I do hope you’re right, Neo,” Paper Work said sighing on the other end of the phone, finally hanging up, “Oh I do hope you’re right.”

Neo flew through calm warm air energetically, swooping up and down jubilantly. He wore a baggy white lab coat, and clear goggles hung from his neck. He had fully decked himself out for this mission, and was ready to sneak into the eerie facility. The only problem he faced was breaking in, but luckily he had brought along a special key card programmed by the Cloudsdale Intelligence Agency, that could hack into and unlock any door or safe in the factory.

Approaching the Rainbow Factory, Neo felt the air grow colder and colder around him. Heavy steam and smoke rose from a large smokestack towering over the dark facility. While he flew across the side of the building, searching for an entrance, he heard loud cries and yells from the other side of the black kevlar-like cloud superstructure. Two workers in full black suits were guiding young mares and stallions up to the large, heavy carbon fiber cloud doors that lead into the infamous factory. Most of the young ponies were crying or being dragged by wardens through the doors, and some just stared down at the ground, mentally broken by their traumatic experience of failing their flight test.

Neo peaked around the corner of the building where he heard the cries coming from, and saw the sad young pegasi being pulled up into the facility. Paper Work was right! Neo thought to himself, They had been kidnapping ponies! However he could not be sure as he had no proof to provide as evidence for the factory’s kidnapping. After all, Neo thought to himself again, They could just be forcing the 'failures' to work or something, and the young ones are just now realizing what their flight test failure entails.

As he continued watching the scene unfold, observing as much as he could, one mare who appeared to be older than the rest of the failed students looked up, catching Neo in her glance. As the mare stared into his eyes from a distance, she quickly noticed that Neo wasn’t a warden, but a pony that could potentially save her. The saddened mare’s face then brightened up, longing for redemption as she put out a hoof reaching towards Neo’s direction, trying to motion him for help.

“Hey, whatda ya think yer doin’, failure?!” one of the wardens shouted at the mare pointing towards Neo. The warden realized that the mare was pointing somewhere, and he looked in Neo’s direction, prompting Neo to quickly turn around and hide from the stern stallion’s evil stare.

“Ughhhh, stop your desperate desire for help, you useless bitch!” the second stallion hollered at her, while stabbing a sparking taser into the mare’s side, causing her to panic as her body shook violently from the electricity flowing through it. Her wings clamped shut, and she started to fall in the air.

The other warden swooped down, grabbing the temporarily disabled mare’s paralyzed hoof and pulling her back up to the factory’s dark entrance, “Now, now, dontcha be droppin’ out on us like that! Yer gonna love it here, ya silly filly! Ya do wanna see how rainbows are made, right?” he chuckled and shoved the mare forwards.

“N-No! I don’t want to see! Please give me a second chance! I promise I won’t fail you next time! Please!” the shocked mare cried out, tears rolling down her cheek.

“Do you not understand yet, ugh, what was your name, oh yes, Aura Eclipse?” the more educated warden asked, a grin on his face, “No failure gets another chance! You failed, and that is what you’ll always do! You were born to fail, made to fail, and grew up a failure! You’ll find your destined fate here just like every other pony like you will!” As the damnable stallion cackled, he looked down from the stairway at the other warden who had been shoving Aura up to the entrance, and motioned him to continue getting her into the factory.

“What are you doing out here this fine day?” a stallion chided, hovering next to Neo.

Neo turned quickly to see a light purple stallion with a black, wavy mane, who had come up behind him while he was watching the warden’s abuse towards Aura. The pegasus’s cutie mark was a clear test tube with some sort green chemical in it. The newfound stallion was also wearing a lab coat just like Neo’s, and blood stained goggles hung from his neck.

“Oh, hey there,” Neo said, trying to keep the nervousness out of his voice, “I didn’t see you there.’

“And I haven’t seen you around here! Are you a new scientist to the factory?,” asked the stallion.

“Y-Yeah!,” Neo quickly responded, taking the opportunity to protect his identity, “I got hired recently, and I just didn’t really know how to get in.”

“No worries! I’m Sky Shadow by the way!” Sky said happily, putting out his hoof to shake Neo’s, “Since you’re new here, I’ll just give you some good advice, don’t ever leave this facility.”

Neo was surprised by Sky’s advice, “I hate to ask Sky, but why can’t we leave? Aren’t we able to visit family and take vacations?”

Sky Shadow laughed at Neo’s question, “You really are new to this place, aren't you! Let me just make this clear to you now, nopony leaves this factory. If you’ve read the terms of agreement pamphlet, and know the mare's tales about this place, then I’m sure you understand why the president of the upper level wants nopony leaving.”

“Well, yes, but what's the big deal about leaving anyway?” Neo questioned the purple stallion, “And why are you out here then? Aren't you breaking the rules of the pamphl-”

Sky pushed his hoof into Neo's snout, halting his array of questions, “You ask a lot of questions, you know that? You shouldn’t ask questions, just some advice from a concerned friend. Our rules here are strict, and you could be, well, let’s just put it as disposed of if somepony thought you were suspicious or threatening the upper level.”

Neo stopped, shocked at the comment. Were the rumors actually true?, He thought to himself, If they went as far as to kill a worker just to keep the facility’s secret safe, wouldn’t that secret most likely be the one he’d been told of in the mare’s tales of the factory? Neo started to believe the rumors about the upper level weren’t as fake as they sounded.

“Ugh...So why don’t you say we check in?” Sky said, interrupting Neo’s thoughts, “We can let the other scientists know that you’re new to our team. Maybe you’ll even befriend a few for all we know! You got your key card yet?”

“Yep! Right here!” Neo replied, pulling out his special key card, showing it to Sky, “Anything else important I should know before we go in?”

“Oh yeah!” Sky Shadow realized ecstatically, “I forgot, never, ever, talk to the failures.”

Neo followed Sky Shadow through the dark and noisy factory, as they headed towards a large laboratory. Sky boasted that it was a top of the line workplace filled with anything you could ever possibly need to build new, futuristic machines and perform professional experiments. As they journeyed on towards the grand room, Sky explained every rule of the factory, gave advice to Neo, and overall just blabbed on about the factory in general.

“Did you know that this facility has a lower floor?! That’s where the vats are! All the spectra we produce is stored in those! Can you believe that the massive supports can barely hold them up when they’re filled?! I couldn’t either! Don’t you just love this factory?!” the merry purple stallion Sky said while leading the way for Neo.

Neo nodded and agreed with each and every statement Sky made, while looking throughout the factory for the gray mare who the wardens had called Aura. Something about her had stood out to him. Maybe it was that she looked older than the rest of the “failures” as Sky and the wardens called them, or maybe it was her pleading eyes and utter desperation. He knew that no matter what, he had to save that mare, even if it cost him his life. If he wasn’t able to, her stare would haunt him forever, burning a hole through his sanity each and every day. So the dark blue stallion continued to search for Aura, looking to see if he could spot her one last time.

“Neo? Neo?!” Sky impatiently interrupted. Neo realized that while he had been worrying about finding the mare, Sky had been asking him various questions that he had yet to answer.

“Oh, yeah,” Neo looked back up at Sky, nodding and listening to the stallion once again.

Sky stopped trotting ahead and looked back at the pondering stallion, “What’s the matter Neo? Is something bothering you?”

“Oh, it’s nothing,” Neo replied, pushing away Sky’s concern, “How about you head to the lab? I’ll catch up with you. I need to go print my blueprints out for a machine I created. That’s how I got this job, after all!”

“Ahhh, I see,” Sky lightened up at Neo’s answer, “We scientists are always caught up in our heads with new ideas! Make it quick though! We have a lot more to talk about, and the contest results are going to be announced in the theater room soon! We don’t want to miss that!”

“Ok!” Neo smiled, relieved that Sky did not suspect him of anything, “I’ll be sure to make it fast!”

Sky Shadow slid his key card through a slot, unlocking the door to the laboratory, and entered, slamming the door behind him. Neo didn’t care to look back as he galloped down the balcony and flimsy metal stairways. He had fortunately spotted Aura, who was being directed into a heavily guarded room, by the same wardens who had teased and bullied the poor mare at the entrance.

As he neared the wardens guiding Aura into the creepy room, Neo thought up a quick plan. He would tell the wardens that a new carriage of failures had arrived, and they were attempting to escape. Neo believed it would be enough of a believable plan, and the wardens would leave on the spot to take care of the issue. Nothing would or could foil his clever trick except—

A loudspeaker crackled on, and a young mare announced through the speaker, “Attention all wardens listening! The president has ordered that you immediately attend the announcement ceremony to guard and watch over the audience! Any wardens who do not attend will be killed on the spot for insubordination!”

The two warden’s faces went blank, and they rushed off the other direction, frantically smashing a blinking button on the elevator that had sat in the far corner of the end of the walkway. The doors leading into the standalone elevator split apart, and the two crazy stallions stumbled over each other into it, with the doors banging back together, signaling their rise to the floor above. Well, I guess that’s another way to get them out of the picture. I must be lucky that there’s the contest ceremony today.

Neo trotted over to the large cloud doors that lead into the dark, evil room where the Aura had been thrown into before the wardens abandoned it to rush to the ceremony. Luckily for him, the key card he had brought along also unlocked these doors, and he slowly pulled one of them open, peering inside.

There were dozens of young mares and stallions sitting in the musty old room. They were crying, whispering to one another, or just simply sitting there, completely emotionless. How could there be so many failed pegasi here? Neo thought to himself, bewildered, There couldn’t possibly be these many failures. It was impossible! But unfortunately, the many pegasi were here in front of his face, so Neo had no other choice but to believe this to be true.

Pulling himself together, Neo shut the large door behind him. He changed his expression to a cold, hard, mean one, and instantly became as serious and stern as he could get, “Which one of you are Aura Eclipse?!” he boomed at the group of sad pegasi, “Step forward now!”

A gray mare with a pink mane that had streaks of purple running throughout it stepped forward, tears running down the side of her face, “P-Please don’t hurt me! I didn’t mean any harm! I was just trying to—”

Aura realized that the stallion she faced was the same exact stallion that she reached out to earlier, “Ugh, do I know you from somewhere?” she asked Neo cautiously.

“Shut up you worthless failure!” Neo shouted at her, trying to keep his act believable to the other pegasi in the room.

Aura snapped her snout shut, her eyes watering up even more, “I-I’m sorry sir.”

“You better be!” Neo yelled yet again, wanting really badly to stop acting, “Now come with me! You’re the lucky one today! The first one to meet their fate!”

Neo motioned Aura to follow him out of the room, as the young mares and stallions left behind burst into tears. He couldn’t help them, unfortunately. There was no way he could get that many pegasi out by himself. And if the room had been found empty once the wardens returned, he would definitely be one of the first workers to be blamed. Even more so than that, he would be the only one to blame after hearing all about the different workers of the factory from Sky.

As Aura exited the room, the cloud doors clamped shut behind her. She wiped her tears off her face, and trotted up next to Neo, “I swear I know you! You were peeking around the corner! You saw the horrible things they did and said to me, right?!”

“Shhh!” Neo said quietly, covering Aura’s snout with his hoof, “Yes, I am that stallion. Just be quiet for now, I’m trying to get you out of here! But we need to hurry! My friend expects me at a ceremony.”

Aura gently moved Neo’s hoof off of her snout, now speaking in a low voice, “Oh thank you so much! But why are you helping me? Don't you work here?”

Neo raised an eyebrow at the mare’s question, but quickly realized that he was wearing the lab coat and goggles, “No, I don't work here. I snuck in. I’ll explain later. For now let’s find you a way out here.”

Aura looked around for a way out while Neo observed the area. So far they had not found much of an escape route, but observing the area Neo quickly learned the factory’s layout much better than before.

“Over there!” Aura exclaimed in a whisper, pointing at a pipe vertically running up the side of the factory’s wall.

“Of course! The smokestack!” Neo said, happy and relieved at the sight, “Why hadn’t I thought of that before?”

Neo rushed Aura over to the smokestack, flying up to a piece of metal that had been temporarily patching the pipe up. The piece of metal covered enough of the pipe to provide a wide enough opening for Aura. Diligently pulling back the piece of flimsy metal, Neo successfully bent the cover back and stared back at Aura.

“Oh, thank you so much!” Aura hugged Neo overjoyed, causing him to blush slightly, “I promise to make it up to you! What’s your name?”

Trying his best to rid of his blush and embarrassment, Neo straightened up, “My name’s Neo. I work as a spy for the Cloudsdale Intelligence Agency. Meet me at the headquarters. I’ll be back there soon. Now, you need to get going before somepony finds out!”

Aura nodded and flew through the opening, up the smokestack, and out of the factory, flying through the midnight breeze. Once the flapping of wings in the smokestack died down, Neo let the metal piece go, causing it to slap back against the side of the pipe, leaving no evidence behind of the escape. He landed back down on the walkway and started heading up to the theater room to meet his friend again, and enjoy the rest of his night learning more about this new factory Sky claimed the contest was for.

Rainbow Dash, a white pony who had won the contest, and the wardens in the theater room pulled out gas masks they had with them, sliding them over their snouts. As a device of some sort raised into the air and began spewing purple gas, everypony in the crowd started to scream and panic even more than they had before by the titanium lock shutting them in. Some of the workers tried to beat up wardens for their gas masks. Rainbow Dash grinned at the sight of death, while the white pony grew taller and his eyes turned a crimson red, announcing that he would now be known as Shade Blade. He laughed with Rainbow Dash as they watched the workers of the Rainbow Factory succumb to the gas, and they chatted on about something.

Putting the pieces together, Neo finally realized what had been going on; Rainbow Dash and Shade Blade had collaborated on an atrocious murder trap. Neo’s breath had been running out fast, and ponies all around him were falling to the ground, breathing their last breaths. Hopefully Sky Shadow didn't attend this ceremony! Neo thought to himself, remembering Sky’s remark about not missing the ceremony. Neo wasn't able to find Sky in the audience before the ceremony started however. Quickly realizing he was running out of time, Neo spotted a nearby warden that was laughing while teasing the workers who had been dying before him.

Galloping over to the unaware warden, the dark blue stallion bucked the warden in the chin, knocking him out on contact. Dropping to the ground, the limp warden’s face became pale from the toxin breach to his lungs. Neo had already ripped the gas mask off him, and since the warden was fainted, it was as if he had invited the toxins into his lungs.

Now with a gas mask, Neo had become a prime target of any worker still alive. He quickly looked for some kind of escape, and ended up finding a vent that lead down into the depths of the facility. Fighting through the chaos, he bucked the vent inwards, and jumped through it, falling into the depths. But what he didn’t realize was that the sharp vent was right below him.

Neo had just finished telling Paper Work about his experience in the infamous Rainbow Factory when a Cloudsdale Intelligence Agency worker banged his hoof on the door of the infirmary.

“Come in!” Paper Work shouted to the worker on the other side of the door.

The worker opened the door and looked at Neo, confirming he was there and awake, “Ahhh, afternoon Agent Neo. How ya feeling? Your wings and leg doing better yet?”

“Yeah,” Neo replied, trying to get past the question, “Is there something you came for?”

“Oh, yes! My apologies!” the forgetful worker answered, “There is a guest waiting to meet you. She's informed us that you two have met before, and goes by the name of Aura Eclipse.”

Author's Note

Holy Celestia. This. Chapter. Was. Freaking. Long.

Also, this chapter has gone through an update, so if you have read it before, then you will see that there are indeed a few changes.

I really hope you've enjoyed it so far! See you in the next chapter! ;)

Chapter 3: The Incident

The Thunderstorm Cloud Factory

By NightDrawn Fics

Shade Blade pulled off his foggy gas mask, dropping it on the floor next to him. He looked across the room, surveying its carcass covered floors for any ponies still left alive. With further inspection he found none, and he turned back to Rainbow Dash.

“Ha! Not a single damned worker is left! Such an effective machine you have there Rainbow!”

Rainbow Dash grimaced at the tall, striking stallion, “Yeah. Very effective isn’t it? Killed all my bucking workers also! How do you expect me to fix this?!”

“Fix it? You expect me to fix your problem? All I did was promise to send the blood back. I’m sure you’ll get a good amount of rainbows out of it”

“You really are ignorant, aren’t you?” Rainbow yelled. “Do you even know how hard it is to get workers?! This factory will fall apart before you can even get the damn blood sent back!”

“Ok, calm down Rainbow. All will be fine. The cloud I designed is able to ship anything within ten minutes. The removal of the blood should take a good…fifteen minutes or so since the factory is ready, and you’ll be back to making rainbows in no time. Why don’t you worry about finding some new workers to promote now, how about that?”

“Just shut up already! You’re not helping! I’ll be up in my office trying to find some new workers that YOU had to kill!”

Rainbow Dash grunted and took off, flying towards the dark, omnipotent office that overlooked and controlled the entire factory. The heavy black cloud door slammed shut and the lights flickered on, and the wardens who had survived through the gassing pulled off their gas masks, returning to their normal locations.

Shade Blade looked back at the mess of dead ponies left on the cracked and blood stained concrete floor.

Hmmm. Wasn’t really my fault that Rainbow chose to kill her own workers. She does have a group of ponies waiting to be made into rainbows. I wonder why she didn’t want to use them. Beats me.

As the large rickety pipes transferred spectra to the immense rusty vats below, Shade Blade guided a group of workers lugging a humongous square-cut cloud towards the theater room. A thick, titanium container sat on top of it, secured tightly and guarded by an electric wiring.

“Keep it coming! We haven’t got all day you know! All capitals, towns, cities, and even villes are demanding thunderstorms today! We have to live up to that standard!”

“But sir! The machines aren’t programmed or prepped for use!” a worried scientist accompanying Shade Blade exclaimed.

“Prepped?! Programmed?! You really think that matters?! All I need are those hunks of metal to grind up the failures and spit them out as thunderstorm clouds!”

“B-But there’s more to it than that sir! The machines need to extract any blood left, stabilize the remains with chemicals and-”

“If you don’t shut up right now, Doctor Test Tube, I’ll extract the blood from you!”

“S-Sorry sir. Continue on”

“Now where was I…oh yes! Unlock the unit!”

The electric wiring around the shiny metal box stopped sparking and a worker punched the four digit code into a secure keypad lock that held the lid of the container on tightly. It clicked open and the lid rose, allowing the workers to start heaving the dead ponies’ bodies into it. The area around the cloud began to clear itself of pony carcasses as workers filled the unit up.

“Good work! Keep this up and you’ll all earn promotions!”

“Uh…sir?” Test Tube asked cautiously, trying to get Shade Blade’s attention.

“What now Test Tube?”

“Well I wanted to let you know that I’m going to go prep and program the machinery now. It should be done by the time this shipment arrives.”

“Ugh, whatever, if you care that much take one of the damn key cards!” Shade Blade shoved a shiny silver key card at Test Tube baring the Cloudsdale Weather Corporation logo. It also included various numbers and letters providing information about the factory’s location and other info.

“Th-Thanks sir! I’ll be sure to keep this key card safe!” Test Tube slid the key card into the front pocket of his lab coat and took off, flying out an exit for employees of the Rainbow Factory only.

Shade Blade turned back to the group of workers and continued to keep check on them while they stuffed dead mares and colts into the gaping mouth of the shiny titanium transport unit. Colorful spectra continued to flow through the pipes, snaps, cracks, screams lingered throughout the factory’s atmosphere, and Pegasus Device continued to maintain its life while extracting the precious spectra from its hosts.

Test Tube swooped through the fresh air laughing, overjoyed that he could finally get out of that muggy, stuffy facility filled with horrid smells and sights.

“Finally! Ha! Fresh air! What a wonderful gift we have! It’s amazing!!!”

Pegasi flying past the delighted scientist gave him weird looks, as if he was different and out of the ordinary to them.

Test Tube lowered his head and continued flying, embarrassed at making the scene. He was taught and enforced upon to keep a low profile while in public, and currently he wasn’t living up to that standard.

It’s just such a great thing though! I never get to experience this! Might as well enjoy it while I can, because I have another factory to attend to.

Test Tube looked at the gigantic new Thunderstorm Cloud factory ahead of him, and a large, bright thunderbolt zapped and cracked from a group of thunderstorm clouds floating above the factory made of broad, black clouds as tough as a Changeling’s exoskeleton.

“Oh wow! It’s such a beauty! How did Shade get such good quality materials for the factory?! It must have cost a million bits for the facility alone!”

As Test Tube neared the special, employee-only entrance through the back of the immense factory, he pulled out the rare key card he received from Shade Blade himself. To him, it felt like an honor to have the ability to access the great, new factory Shade Blade invented that would save all of Equestria from its endless drought it had been having for many months now.

“Oh my Celestia! This is extraordinary!” Test Tube proclaimed as the heavy, black cloud door hissed and retracted, sliding open to reveal the spacious production line inside.

The production line was split up throughout five different rooms, or “Sectors” as the capital letters read out on each room’s wall. Test Tube flew through the doorway and landed on a mesh platform made of dull steel mined from the depths of the caverns in Ghastly Gorge.

Test Tube looked to his left and saw the side of a huge, cube shaped machine with a funnel built into the top of it. The massive machine was positioned under an opening in the wall that had been blocked off by metal plating.

That must be the opening for where the dumping mechanism dumps the bodies into the…Splitting Machine!

As Test Tube trotted farther, he turned to get a view of the front of the large hunk of steel. The machine’s half-circle shaped meter had its pointer positioned in between the male and female symbol, signaling it had no bodies to identify.

So this is where the stallions and mares get split up separately to go to their correct assembly line. I heard that Shade said this was because males make more powerful thunderstorms, and the females make less powerful, but longer lasting ones.

He looked farther down and saw the two large conveyor belts leading out of the machine, stretching on off to the next sector. Test Tube could see where the female’s conveyor belt lead, but the male’s conveyor belt curved off to a different direction, bending around another room.

Test Tube turned to his right and saw more rooms. The nearest room was a small interrogation room, most likely to be used for checking, choosing, and more commonly killing workers. This new factory did fall under Rainbow Factory standards after all, so it wouldn’t be surprising if the room was solely used for murdering. It’s thick, sound-proof walls could keep in any noise, no matter how loud, and clean ups inside it would be a breeze.

Behind the Interrogation Room, Test Tube discovered that a humongous room lay there, taking up the whole corner of the facility. The largest pipe in the factory lead right into it, curving from yet another room, where the mesh walkway, on which Test Tube was standing, broke off into.

While Test Tube journeyed towards the front of the complex he came up to the next grand sector, the dastardly Grinding Area. All he could see currently was the female production line, since the male production line had enveloped itself into the darkness. The lengthy conveyor belt broke off over the maw of a fail-safe grinding machine.

There were five of these precarious machines lined up, interconnected with one another all the way down to the end, where it connected to the next sector of the assembly line. Test Tube examined one of these new machines, and found it had a precious yet deadly way of prepping the cloud’s main ingredient. The perilous drum shaped machine stood majestically, and its precut window revealed massive black, curved blades. The blades looked razor sharp, as if they could slice through an Alicorn’s magical barrier.

Amazing! Shade chose to manufacture these blades out of igneous metal from Mount Ponytubo in the Fillyppines! I heard the metal mined from there is one of the rarest and most expensive metals in the entire world! This factory’s going to be a huge success, and I’m going to be working in the Chemicalization Station!

Before he checked out the next sector, Test Tube ensured that all five grinding machines for the female production line were up and running, functional, and ready for their endless vice. After he confirmed that, he trotted towards the next sector, the Pressurization Station, where he saw two monstrous vats, ten times the size of one of the spectra vats in the Rainbow Factory. He focused on the female production line’s vat and positioned above it was an enormous rod with a dish shaped plate connected that divulged five more small rods.

Oh, I see now! So when the vat fills enough, the rod presses and pressurizes the ground up remains, pushing it through the pipes to my station! And I guess those five rods are to extract any blood left! Makes a good and fair payment for the Rainbow Factory. They get blood they need to make spectra, and we get the bodies we need to make thunderstorm clouds!

He followed the transportation pipes that supervened from both vats to the next sector, the Chemicalization Station, where he would start work at soon. As he slid the key card through the scanner on the thick, secure door, pneumatic pipe valves on the transportation pipes started to hiss and burst open.

“Oh shit!” Test Tube reacted as a valve flew at his direction. He dodged the valve, swooping back over to the door he had unlocked with his special key card. A red warning light flashed on the chemicalization machine, and a computer monitor that contained the machine’s information displayed an important warning on the situation.

Test Tube rushed over to the computer, smashing a button which triggered an automated computer voice to read out,

“ATTENTION! The following units have been breached or damaged:

/:TCFROOT:DEVICE(TRM:24)/~>PneumaticValveClusterA (74%)

/:TCFROOT:DEVICE(TRM:25)/~>PressurizedPipeline01312001Female

/:TCFROOT:DEVICE(TRM:26)/~>ChemicalCombuster10021310 (999999999%)

At any moment in time, the Chemicalization Station could compromise and Sectors 2, 3, 5, and 7 will be at maximum risk. Procedures such as evacuating these Sectors and distributing gas masks are highly recommended.”

“THEN WHAT THE BUCK CAN I DO TO FIX IT?!” Test Tube screamed at the computer smashing the already cracked button with brute force.

The automated computer voice read out once again,

“The recommended procedure is to evacuate the Sectors 2, 3, 5, and 7 and—”

“I DON’T WANT TO EVACUATE THE DAMN AREA! TELL ME HOW TO FIX THIS BUCKING MACHINE!”

“So in this circumstance, would you like to abort to recommended procedure?”

“YES! NOW TELL ME THE SECOND PROCEDURE!”

“Procedure two refers to the impending doom and possible death of the engineer. Would you be willing to sacrifice one engineer to possibly save Sectors 2, 3, 5, and 7?”

“Engineer?! Oh sweet mother of Celestia I’m doomed! Ok I’ll sacrifice one engineer to save the Sectors!”

“Commencing procedure two…procedure two now in activation”

A list of steps opened up on the computer monitor explaining to Test Tube how to fix the pipe valves that had burst open due to the high pressure stressed on the valves. The cause apparently seemed to be that the chemical combustion chamber had been filled too much by a worker, and since cloud production had not started yet, the extra chemicals had nowhere to go. So instead they just sat there, building up pressure and stressing the pipelines to their bursting points.

“So I get the toolbox in here…” He looked around and spotted a shiny new toolbox in the corner of the room. He galloped over to it and picked it up rushing back to the monitor.

“And there should be extra valves in here…” he examined inside and found two extra pneumatic pipe valves ready for use, “There they are! Now it says I need to release some of the extra chemicals…”

Test Tube pulled a lever on the cubical machine and a stream of green fluid burst from a spout, splattering all over the inside of the fatal machine.

“Ugh! I guess it really was overfilled! That will need a rinsing later. Anyways now what do I do?” while he was reading the next step, the main doors at the front of the factory started to clank open, unlocked by the owner himself, Shade Blade.

Shade Blade entered into the Main Control Room and Welcome Center with his group of new workers, unaware of what had currently been happening in the Chemicalization Station. As he guided them in he boasted, “I’d like to welcome you on my behalf to the Thunderstorm Cloud Factory! You have chosen to spend most of your life working here, and it’s up to me to ensure you have a great, worker-friendly environment, even though our ways have drastically changed since the last factory. I’m sure you have all read up on it before you chose to employ yourselves here, right?”

One of the new workers slowly raised a hoof in the air, pointing it at a large monitor hanging above the main control room's office. He looked as if a thousand volts of energy shocked him, and as his hoof shook in the air, more workers started to notice and react the same way.

“What’s wrong everypony? You like the new monitor?” Shade casually said as he took a closer look at it. “Wait a second…WHAT IN TARTARUS?!”

The bright monitor displayed the detailed layout of the factory, but it was rapidly flashing red warning symbols over sectors two, three, four, five, and seven while also highlighting the transportation pipes in an opaque yellow. The computer was also running diagnostics in the background, determining the cause had been a high pressure pipe leakage.

“Get engineers over there at once! Hurry up! This breach won’t withstand itself much longer!”

Two perturbed engineers galloped out of the crowd of new workers, lugging heavy wooden toolboxes. “Wh-Where do we go sir?!” they said in unison.

“The damage seems to be two pneumatic pipe valves that burst on the transportation pipes! You need to get there at once and repair them! I’m printing you out a map right now…”

Steam rose in huge clouds out of the vents from the Chemicalization Station, while the pipes surrounding it swayed at unreal lengths. With little time left, Shade tore the half printed map out of the shiny new printer and shoved it in one of the worried worker’s hooves. He galloped over to the control office and pressed a button, unlocking the heavy, black cloud door, which gave them access to the factory’s mesh walkway.

“Use your key card to get into the Chemicalization Station! Find out what’s going on from there!” Shade shouted while biting his nails in nervousness.

The engineers scrambled over each other hurrying down to the Chemicalization Station, swiping the key card through the large metal door, causing its bolt to slide open. They rushed in frantically, to find a pegasus calmly typing away on a computer, monitoring the Chemicalization Station’s chemical levels.

One of the engineers, an amber mare named Grease stepped forward, giving a concerned look towards Test Tube, “What are you doing here?! We are in a dire emergency as you can see!”

“Emergency?” Test Tube replied calmly, “What emergency are you talking about? Everything is just fine.

“No it’s not! The pressure levels are too high and this place might explode! Now let us through to fix the valves!”

“Ok,” Test Tube clicked on a command with his mouse, unbolting the second door that lead out of the station. “Take a look at the pipes yourselves!”

Leaving a cloud of dust behind them, the engineers dashed out of the room to tend to the pipes. But when they looked, the pipes were already fixed! The transportation pipes had both respective pneumatic pipe valves repaired and the rapid swaying had ceased.

“What in all of Equestria?!” the two engineers exclaimed out loud, “Did that pegasus fix this?”

Shade Blade rushed out of the Chemicalization Station, finding the two engineers stumped at the sight of the sparkling new valves.

“What are you doing?! Fix the damn valves!”

Screwdriver, a light brown stallion who was accompanying Grease, dropped his toolbox, bewildered while glancing back at Shade Blade and the shiny new pipe valve. “S-Sir the valve! It’s been fixed!”

“What the hell are you talking about?!” Shade shouted.

Grease took a step forward, defending Screwdriver from any possible danger. “Sir, please calm yourself! That pegasus in the Chemicalization Station saved us by repairing the valve himself! We wouldn’t have made it in time! Screwdriver is right!”

Shade Blade stomped his hoof on the mesh walkway, sending vibrations up the two relieved pegasus’s hooves, quickly changing their relieved expressions into fearful ones. “Are you telling me, your boss, to calm down?! Telling me to act as if this incident never happened in the first place?! MY DAMN FACTORY ALMOST EXPLODED ON THE FIRST DAY!”

Grease took another step forward, now face to face with Shade Blade, “No, I'm not, but you should at least treat your workers with some level of respect, Shade!”

“Excuse me? Did you just tell me how to act? And call me by first name? Do you have any sense of who’s in charge here?!”

A mechanical arm stretched down from the ceiling, its large claw cranking open. The arm extended and positioned itself over Grease, slowly advancing towards the now confused mare.

The mare’s brown, glassy eyes quickly widened as the mechanical arm inched closer to her. “What are you doing?! Are you seriously going to scoop me up with that thing?!” Grease said angrily as the claws of the perfunctory arm clicked shut around her scrawny body.

Shade's expression turned to a shocked yet stern one as the mare continued to challenge him in her situation, "Wow! You are quite the rambunctious one! I was going to show you what would become of you if you disrespected me again, but I think I'll just make you one now."

The frustrated mare looked around her as the mechanical arm lifted her up, and realizing what Shade Blade referred to, her expression quickly turned to a terrified one, “Ugh, Shade buddy, can we discuss this in less threatening conditions? There's some changes to my attitude that I'd like to make after this and would like you to hear them.”

Grinning, Shade shot a bolt of magic at the arm holding the amber mare, stopping its movement, "Buddy you say? Ha! What a joke that is, Grease. I'll have you know that you're no 'buddy' of mine, and we're far from discussing your attitude."

As Shade's magic was released from the arm, letting it to continue to its dreaded position, Grease’s eyes widened, full of fear, and she struggled to free herself from the arm's claws beating her wings to push the claws open. As Screwdriver realized what would happen to Grease, he quickly grabbed his bulky toolbox and took off, soaring off back to the main control room. Shade Blade smiled at Grease's attempt to escape her doom, and shooting another bolt of red and green magic at the claws of the arm, they tightened, stressing on the mare’s long, pointed wings. With more magic force the creaking claws smashed shut, snapping Grease's fragile wings.

The mare let out a shriek as her wings popped from their sockets, tearing some of the bright amber flesh, which in turn started to spray sanguineous blood. Her wings fell, bent at awkward angles, being held on only by pink, stringy tendons.

“Well, a marvelous escape attempt, and smart one too, but since you can’t fly your way out of here now, let’s test our factory’s new machinery out! Test Tube! Are the chemical levels stable now!?”

A cheerful voice burst through a loudspeaker above the door into the Chemicalization Station, ringing into Shade’s ears, “Yes sir! Shall I commence the cloud production sequence?”

“Oh yes! I can’t wait to see my success! Go on!”

The arm’s apparatus shifted, twisting and turning while cautiously positioning the mare over the maw of the female assembly line’s first grinding machine. Grease wailed as the claws loosened over of huge, shiny black blades, spinning at speeds almost as fast as light.

“Please! I'm sorry Shade! I don’t want to die! Give me a second chance! I promise I’ll benefit Cloudsdale!”

Shade Blade laughed and trotted down the long walkway until reaching the first grinding machine. “Second chance? I am giving you a second chance! You’re benefiting Cloudsdale by watering some faraway location in Equestria as a thunderstorm!”

“NO, PLEASE SPARE ME!” the mare bellowed as she squirmed in the claw’s arms, “I SWEAR I WON’T EVER TALK BACK TO YOU AGAIN!”

“It’s simply too late,” Shade calmly replied, looking up at the limp amber mare.

“SHADE PLEASE YOU CAN FIX THIS ALL RIGHT NOW!”

“Enjoy being ground up into a cloud! Oh, and nice try trying to destroy this factory before its great success! Overfilling the chemical amount!” Shade Blade laughed again, changing his tone of voice into a sarcastic one. “Never suspected that! I’m honored to have an engineer who’s sooooo smart!”

The mare’s expression went blank, and she stared down at Shade Blade, amazed at his ability to see through her plans. She stopped crying, asking in a very soft voice, “H-How did you know?”

Shade grinned once again, confirming for himself that he was right, “Oh trust me, Grease. I always know.”

The claws of the creaking doomed arm ripped apart, dropping the screaming mare down into the depths of the deadly grinding machine.