Rainbow Factory: The Borg Remake

by Borg

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Rainbow Dash, Scootaloo, Fluttershy, Gore
Length: 11834

How is a rainbow made?

First of all, all due apologies to AuroraDawn, who is of course well-known as the original author of the real Rainbow Factory. I know you are on record as not caring what anybody does with Rainbow Factory, but I still insist on apologizing for putting up my interpretation of your story concept.

Second of all, all due apologies to anybody who is foolish enough to read this. I needed to get this out of my head, and waiting it out was not working, so I had to write it. But I don't need anybody to read it. And while I like to think there are some interesting ideas in here, I doubt there's anything good to say about the execution. So consider yourself warned.

I think we've all heard the legends of what happens to those who fail their flight test. And they're not completely wrong, which is more than I can say for many legends. But they're by no means completely right, either. So let us follow one young mare, and find out.

If you're going to ask, as I requested you to do, don't bother. I'll answer right now: it was not worth it. There's a lot I could say about the four and a half months it took me to write this, because I am just that slow of a writer, but the only good part was the one where I was finally done. Now, in theory, I am free at last. And that is almost worth the writing.

Published 2014-10-05 16:10:03 UTC
Last updated 2014-10-05 16:10:03 UTC

Rainbow Factory

The pegasus mare paced in front of the assembled colts and fillies. “Listen up! I’m sure you are all quite aware of why you have to be here today and what you need to do to earn your place in the Flock, but just in case you aren’t, I am required to explain the test you are about to take. If any of you are unclear, I suggest you pay attention, because I will not repeat myself.

“This is where you will be taking the test.” She gestured behind herself to where the cloud they were standing on ended, leaving a large open area free for flight. A loose clump of small clouds drifted in the far corner, and a line of large hoops ran down one side. Around two hundred feet below, another cloud served as a floor.

“When I call your name—and it should not be a surprise, because I will be going in alphabetical order—you are to stand on the edge of the cloud. Once the testing area is fully reset, I will signal the beginning of the test. You are welcome to wait as long as you like to take off, but keep in mind that this test will be timed, and time starts on my signal.

“You will first fly to and clear those clouds. Then you will fly through each hoop in sequence, starting from the one closest to the clouds. Finally, you will go somewhere where you won’t hit anything, close your wings for a minimum of three seconds, and then resume flight without crashing.” As she referred to each part of the test, she pointed to the corresponding piece of the testing area.

“Those are the judges.” She indicated three pegasi sitting on a cloud not far from the hoops. “They will determine if you have adequately completed the test. Do not allow them to lose sight of you, or you will fail.

“Furthermore, if you do not fully complete any step of the test, you will fail. If you complete any step out of order, you will fail. If you crash into anything other than a cloud you are trying to clear, you will fail. If you take too long, you will fail. If you display sufficiently poor flight skills, you will fail.

“If you fail, land on the cloud below the testing area and await further instructions. You will be expelled from Cloudsdale as fitting punishment for your inferiority. On the other hoof, if you pass, return here to have your name and hoofprint taken so you can be recorded as an official citizen of Cloudsdale.

“As a final warning, I know some of you are thinking that this test is going to be easy and you can slack off. I do not recommend it. This test will not be curved. It cannot be retaken if you fail. Do not squander your chance to join the Flock.

“Now,” she checked a clipboard, “Adroit Maneuver, prepare to take the test.”

Scootaloo watched her peers with a critical eye as she waited for her turn to take the test. One of her older friends had spotted both failures in her test group within seconds of them starting their tests, and only misidentified one extra colt as a failure. Scootaloo was aiming to beat her by guessing every single testee correctly.

The game was easy for the first third of the alphabet. This seemed to be a fairly competent group, and while nopony was exactly Wonderbolts material, nopony had much trouble with the test either. Nopony, that is, until Lightning Crash. He nearly tripped over himself just getting into the air, and he was the first pony Scootaloo pegged as a failure.

Yet he performed slowly but adequately on the cloud-busting and the hoop-flying, despite his clumsy take-off. Scootaloo was soon sure she had predicted incorrectly. But then it came time for him to fall.

She couldn’t tell what he did wrong, but somehow he managed to put himself into a significant tumble as he folded his wings. Her mental cheers of victory as he blatantly failed the test were short-lived, however, as it became clear he did not have the sense to give up on the test and reorient himself. He fell freely for a full four seconds, and when he finally extended his wings it looked like he had lost track of which direction was up, since he was propelling himself in entirely the wrong direction. He hit the floor hard.

Non-pegasi generally envision clouds as being more or less giant cotton balls. They’ve never felt one, after all, and clouds certainly look fluffy. As a matter of fact, clouds vary considerably in how solid they are, at least to those who have the magic to touch them at all, and this one was particularly dense to ensure that no failure could possibly fall through it. Lightning might as well have been landing on concrete.

Nor did he merely land hard. He landed hard directly on his left wing. There was no way to tell how bad the damage was from this distance and angle, but there was no doubt it was bad enough that Scootaloo didn’t want to keep watching and find out.

Unfortunately, she could not avoid hearing him scream as he shifted the weight on his wing while trying to get up. Apparently nopony else had that problem, though, since the proctor was calling for the next colt to take the test, and Scootaloo could hear plenty of ponies making fun of Lightning’s spectacular failure in rather unhushed whispers.

However, the pony who came to the front of the cloud was clearly not the next colt in line, as she wasn’t a colt at all. And rather than taking the test, she faced back towards the assembled testees and gave a surprisingly good speech, considering she couldn’t have had any time to plan it.

“Is this what the Flock is? Is this what Cloudsdale wants? Elitism? Apathy? Sadism? Look at yourselves. Is this what you want to be?

“We all just saw somepony crash, and it’s treated like some sort of joke. He could be dying for all we can tell from up here, yet nopony cares enough to check, let alone get a doctor. He failed his test, so now he’s worthless. Now he’s labeled. And nopony cares what happens to a failure.

“Well, I care. I’m not going to dismiss a pony just for being bad at one thing. And if the Flock feels differently, then we’ve got to ask ourselves: do we want to be a part of that? Is it worth giving up our equinity to feel like we belong? Or would we rather live with those whom this cancer of a city didn’t want? I for one would rather be a failure than sit idly by and pretend that this is okay.”

She stepped off the edge of the cloud and glided down to Lightning Crash. Everypony watched her in silence. Many looked guilty. Nopony followed her.

It was a pointless protest, of course. Nothing would change just because some filly decided to deliberately get banished. Most of the ponies who had been affected by her accusations would find a way to salve their consciences before long. Cloudsdale would just dismiss her as undesirable and forget her.

Scootaloo, however, was particularly struck by the filly’s words. She couldn’t help but think back to a similar lecture she had received. It wasn’t a memory she liked considering, but she hadn’t managed to entirely forget it yet.

She was flying slightly unsteadily alongside Dash. After the camping trip to Winsome Falls, Scootaloo had finally mustered the courage to ask Dash to teach her to fly, and she had of course been happy to help her favorite filly. They had just started working on Scootaloo’s endurance; she couldn’t even fly nonstop for a quarter of an hour yet, and Dash had no intention of leaving her student barely able to fly to the next town over.

However, she also had no intention of driving her student to crash from exhaustion, so she guided them down to a nearby cloud. Dash made a perfect four-point landing, coming evenly to stop just as she touched the cloud’s surface; a moment later, Scootaloo collapsed clumsily onto the cloud with a soft “wumpf.”

Dash frowned. “Do I need to run you through more landing drills? You shouldn’t be in the air at all if you can’t get out of it safely.”

“I know how to land just fine,” Scootaloo replied petulantly. “But I’m tired and this is soft and I just don’t see the point in making a proper landing when I’m about to lie down anyway.”

“When you’re tired is the worst time to be forming bad habits. Whatever you do when tired or distracted now is what you’ll do when tired or distracted for the rest of your life. Don’t rely on everything being loose cumulus. It could cost you your life.”

“Okay, that does sound bad. I’ll do better next time, I promise.”

“Make sure that you do. And keep those wings out; you don’t want them to cramp.”

After that, they fell to small talk as Scootaloo rested. She remembered bits and pieces only; that the flight just completed had been two minutes longer than Dash’s first endurance flight, for example, but not the times themselves. Eventually, Scootaloo was recovered, and they prepared to take off again.

As was apparently her habit when acting as a trainer, Dash announced the exercise about to start. “Endurance flight, starting at . . .” She looked at the sky. “Horseapples. Sorry, squirt, but that’s all the training I have time for. I need to go help Fluttershy count baby birds in a couple minutes.”

“Wow. That sounds incredibly boring.”

Dash laughed. “It probably will be. But there are more birds than she can handle on her own this year, so I said I’d help.”

“Can’t you just stay here a little longer?”

“You know I don’t break promises to friends. That would be majorly uncool. Besides, I’ll still be here tomorrow. It’s not like I’m ending your training forever.”

“Yeah. You’re just blowing me off to hang out with one of your real friends.”

“Don’t be like that.” Dash checked that nopony was watching, and then put her wing around Scootaloo’s shoulder. “You’ll always be the little sister I never had. But you’re not the only pony I care about. You have to share my awesomeness.”

Scootaloo pushed herself away from Dash, almost escaping the pegasus embrace. “Yeah, well maybe I wish I were sharing you with a better pegasus.”

Dash withdrew her wing as if it had been burned. “What did you just say?”

“Fluttershy’s a disgrace to pegasi everywhere. She can barely even fly! She—”

“Stop. Just stop talking. I’m trying not to be mad, but you have to do your part and shut up.”

“Why should I care what you want?”

“Because if you keep insulting my friends, this will be your last lesson.”

Scootaloo shut up.

Dash began pacing, looking for words. “Fluttershy is the kindest pony I know. She’s always been there for me when I needed her, even when I made it hard . . . especially when I made it hard. She’s always putting other ponies first and trying to help others, even when it means she gets hurt in the process. She’s a better pony than we deserve.

“And the last thing she needs is this sort of manure about how she’s inferior because she’s a weak flier! Do you know why she’s so shy? She’s been dealing with this all her life! It’s not right when ponies judge her only by how well she flies. It’s not right when ponies act like nothing else matters if you’re not good enough at one particular thing. It’s wrong, and it makes me sick.

“So you had better think about what you’re saying. I know she saved you from a cockatrice once; did you think she was a disgrace then? Tomorrow, I want to hear you list as many ways as you can think of that Fluttershy has helped you, and then you are going to apologize to me as if I were her. Lessons will not resume until I’m convinced you are truly sorry.”

Dash spread her wings again, then dropped them as she realized there was something she had forgotten. “And nothing said on this cloud leaves this cloud, got it? Fluttershy’s happier not knowing that you ever thought such things about her. And my reputation does not need anypony to know I’ll get so sappy defending her.” And then she left.

For a while, Scootaloo just sat and thought. She had never seen Dash disappointed in her like that before. It hurt. Maybe she was the disgrace.

Eventually she noticed that the cloud was slowly drifting away from Ponyville, and she flew home to prepare for the next day’s penance somewhere more stable.

After Dash was satisfied that Scootaloo had learned her lesson, they never spoke of that argument again. But perhaps Dash had been wrong; perhaps she had learned nothing. Perhaps she shouldn’t have been allowed to try to forget the argument altogether. Perhaps then she wouldn’t have fallen back into the same prejudice.

Perhaps if she had put more effort into staying in touch with her friends from Ponyville, she wouldn’t have forgotten. Perhaps the fact that she hadn’t demonstrated that she never deserved them, anyway.

“Scootaloo.” The proctor’s voice broke Scootaloo out of her dark thoughts. It was time for her to take the test.

Her performance was adequate, but sloppy all the same. She was capable of far better, but she just couldn’t focus. Her gaze was continually drawn down to Lightning and the filly who had gone down to help him. Part of her said it wasn’t too late to quit the test and join them in protest. It would mean losing everypony she knew in Cloudsdale, but maybe that was for the best anyway.

However, those doubts could never quite overcome her instinctive desire not to fail. So she proceeded slowly through the test. And so she completed each phase in turn, poorly, but not enough so to fail. And then she took one final look down as she returned to collect her tainted citizenship. That was not a good choice.

Because she was not watching where she was going, she did not realize she was coming in too low. She tripped over the edge of the cloud and tumbled into an ungainly heap instead of making one of the deft landings Dash had once so thoroughly drilled into her. To add injury to insult, she even managed to give herself a bloody muzzle in the crash.

She hadn’t even known that it was possible to fail on the landing. She had thought the test was officially over after you pulled out of the fall fully, and anything past that didn’t matter. But the proctor’s shaking head told a different story.

“Failure” was all the proctor said. It echoed painfully in Scootaloo’s head. Now she could hate herself for her inability to earn a place in the Flock and the poor morals that drove her to even want that place. When she stepped off the edge of the cloud, the thought that she could break her neck if she fell in a certain way flitted momentarily through her head before she spread her wings. She couldn’t tell if it was anything but an idle observation.

She landed far from Lightning and the other filly. From the glares she could barely make out on her brief glide down, that filly had no desire to talk to anypony who had refused to join her, in the same boat or not. It wasn’t like Scootaloo wanted company anyway. If they were unworthy failures, she was too good to talk to them; if they were fighting a flawed system, they were too good to talk to her. So she just lay down to brood alone.

After that, she spent a while too caught up in her own woes to pay much attention to what was going on around her. Nopony else joined them, so apparently nopony else failed. After the testing, she, Lightning, and the other filly were put into some sort of windowless vehicle for a while as they were presumably taken somewhere. Eventually, they were let out, then ushered through some probably uninteresting hallways into a large auditorium and told to find seats.

There were already quite a few ponies there, all of the right age to have just failed their flight tests. Some of them were clearly injured, and didn’t appear to have been treated at all. Just one more reminder that that filly had been right and that she should have protested. So she found an empty seat and withdrew once more into her thoughts as ponies continued to filter in.

Maybe half an hour later, the lights flashed off and on several times in the universal signal of “I’m not sure I can shout loudly enough to get everypony’s attention.” Begrudgingly she directed her focus to the stage, where some stallion in weird goggles and a baggy coat was waiting for the room to quiet down.

“I’m sure you’re all wondering where you’re going now that you’ve failed your flight tests,” he began once he judged he could be heard adequately. “Don’t worry, it’s not actually nearly as far as you fear. But I’m not good at explaining things, so please give your full attention to my colleague as she tells you what the future holds.” And then he moved to the side of the stage as Fluttershy walked out of the wings.

Normally, after a morning as terrible as this one had been, Scootaloo would have been happy to see a familiar face. She would have called out for Fluttershy’s attention, heedless of how she was disrupting everything, in the hope of receiving a dose of normalcy and some sympathy. But at that moment, seeing Fluttershy just renewed her shame, so instead she looked away and hid her head.

What she felt next is probably impossible to describe properly to those who have not experienced something similar, but I’ll do my best to give you some idea of what it was like. Imagine somepony slowly pushing a large metal spike through the top of your head. Now take away the pain; no part of this is actually painful. Imagine that the spike is alive, and it’s wriggling to better embed itself in your skull. Once it’s in far enough, it starts sending tendrils throughout your brain, trying to take direct control of you. The pony pushing the spike in is trying to use it as a handle to pull your head up and make you look forward, but said pony is weak, so you’d be able to resist easily if not for the fact that you have to fight to command your muscles, not to mention how you’re starting to forget why you’re fighting at all. That is, very roughly speaking, what Scootaloo felt.

It was nothing at all like how Scootaloo had always imagined Fluttershy’s Stare. For one thing, she had assumed that constant eye contact was required for there to be any effect at all. But what else could this be? For some reason Fluttershy, the kindest pony she had ever known, was trying to forcibly control her. She used to have nightmares about exactly this (which, come to think of it, probably led to an irrational dislike of Fluttershy even before she started picking up prejudices), and in them making eye contact always ended in some indistinct horrible fate. So she clung to her fear and sense of betrayal like they were a life preserver in a heaving sea, and tried to keep staring at the floor. The waves battered her until she lost her grip, and crashed down upon her from ever-greater heights, but before she had time to drown, the surface turned calm. Fluttershy had stopped Staring.

Fluttershy requested, “Everypony, please follow me.” She didn’t speak very loudly, but there was no trouble hearing her in the silence that filled the room. Nopony spoke, nopony fidgeted, nopony so much as breathed audibly. Until she heard the gentle susurration of everypony else standing up in unison, Scootaloo wasn’t even sure anypony was still alive besides herself and Fluttershy.

Not wanting to stand out, she opened her eyes, rose, and integrated herself near the back of the crowd. As they walked through some more unremarkable hallways, she watched the ponies around her. Each one walked slowly and mechanically while staring blankly straight ahead, and none of them reacted in any way to the poor job Scootaloo was doing of imitating their robotic demeanor. On the other hoof, they didn’t crash into the walls or each other when the hall turned, so apparently they were aware of their surroundings at some level. But Scootaloo still felt like she was hiding in the middle of a pack of zombies.

After a bit, Scootaloo began to hear a faint rumbling. It grew louder as they approached the source, until finally they passed through a pair of double doors into a large room and Fluttershy told them to stop.

The room could have held a small two-story house with room to spare, were it empty. The height was necessary to accommodate six massive cylindrical tanks by the opposite wall, each reaching almost to the ceiling and wide enough for a pony to comfortably stand inside it. Thick hoses ran from the top of each tank to the machine that took up most of the space.

Said machine sat in a semicircle facing the door, just in front of the tanks. It looked like an incomprehensible mess. There were several engines of some sort, each hooked up to some sort of unfamiliar contraption that seemed to allow them to run without moving the rest of the machine. Those were the source of the rumbling. There were gears and chains running in every direction, presumably to transfer the engines’ power. There were bellows and small tanks scattered about, as well as fires to heat a couple of the tanks. There were devices completely unlike anything Scootaloo had ever seen before, with purposes she couldn’t begin to guess at. And connecting it all together, there were a truly remarkable number of tubes.

Inside the curve of the machine, there was a control panel and a large, low table. The control panel had no labels that Scootaloo could see, so she had no idea what its various levers and switches might do, not that she put much effort into guessing. She was more interested in the table. It had a transparent, ovoid-domed cover attached to it by hinges; the cover was currently raised. The inside of the cover was studded with short, thick needles, making it look a bit like an inside-out porcupine. The outside was connected to a multitude of tubes, bound into bundles which ran up to be suspended about halfway to the ceiling, then out to connect to the machine at various points. Next to the table, there was a large pile of small cardboard boxes, looking completely out of place.

While Scootaloo was boggling at the mechanical behemoth filling the room, Fluttershy separated a blue-and-red colt from the pack. She led him over to the table, grabbed a box, and asked him some question too quietly for Scootaloo to hear. After he had answered even more quietly and she had written something on the box, she helped him onto the table.

Now that there was a pony on it for comparison and to draw attention away from the cover, Scootaloo noticed there were thick straps on the table, appropriately sized and placed to restrain a pony by all four legs. However, Fluttershy ignored the straps and simply closed the cover. Although it looked like some sort of torture machine, the needles were actually too short to reach the colt. It didn’t look like it would do any harm as long as the colt didn’t move, which seemed to be pretty easy in his current sleep-like state.

Then Fluttershy moved to the control panel and proved Scootaloo’s evaluation entirely false. When she pulled one lever, there was a chorus of sharp pops followed by a brief hiss of compressed air, and all the needles were shot into the colt, all over his body. Whatever state Fluttershy had put him in must have been pretty deep, because even having so many needles stuck into his body didn’t merit so much as a twitch. A second lever turned up the engines, at least judging by the sudden increase in the pitch of their rumbling.

Finally, she pulled the level that actually started the machine. Abruptly, everything was moving: the bellows pumped, the gears clanked, steam puffed out of valves, something started spinning so quickly it was just a blur, something else started shaking like it was going to fall off. But far stranger was what happened to the colt; as they watched, he was turning gray. The color was disappearing fastest around each needle, but before long the effect had spread even to the ends his mane and tail. This finally prompted a reaction: he twitched and grimaced as the color left him, but still didn’t seem to be awake and did not attempt to escape.

After about a minute, he was uniformly white except for the tip of his tail, which was far enough from the needles to have retained a little color. The machine seemed to sense this, as one by one, pieces of it stopped moving. With a final resounding clunk and a sloshing sound, and some shaking of two of the hoses to the giant tanks, it returned to its initial state, resetting the second and third lever in the process. Scootaloo wasn’t sure, but she thought she heard the colt sigh in relaxation as the machine stopped, even though he still ought to be in pain from the needles all over his body.

However, that was soon remedied, as Fluttershy reset the first lever, causing some mechanism to pull the needles out. As the needles pulled on the flesh around them, it cracked, then crumbled. The collapse spread quickly, and within seconds the colt was nothing but a shockingly small pile of dust and some short, faded red hair.

This finally was too much for Scootaloo. With a panicked whinny, she took flight briefly to reach the door, then ran down the hallway back the way they had come from as quickly as she could. She even buzzed her wings like she used to do while riding her scooter in order to propel herself faster. As she left, she heard a demure gasp, a quietly shocked cry of “Scootaloo?” and then a muffled clatter of hooves on hardened cloud as Fluttershy followed. Scootaloo, though, was much faster, and had no intention of looking back, so she was easily escaping.

A few turns later, once she had left Fluttershy well behind, she saw an open door and dived into what appeared to be a dormitory. She slammed the door and jammed it shut as quickly as she could.

She was still moving furniture when Fluttershy caught up and proved the blockage largely unnecessary by not even attempting to open the door. Instead, she simply knocked and asked “Scootaloo, are you in there?”

After a brief silence, other than the gentle whisper of a bedside table being dragged across the floor, she did try the door. Finding it blocked, she said, “I know you’re scared, but—”

“Go away!” Scootaloo paused her construction long enough to interrupt.

“Please, if you would just—”

“Go away, you monster!” Scootaloo reiterated.

“I’m sorry. I’ll leave.” Fluttershy sighed. “Oh, I hope you’ll be alright in here alone.”

A few minutes later, Scootaloo heard the machine rev up as it claimed its next victim. There were neither working clocks nor windows to help Scootaloo judge time, but she estimated it was around nightfall by the time the rumbling stopped. After that, she heard no sound that she didn’t make herself, although for all she knew Fluttershy had snuck back to wait outside the door. Scootaloo stayed alert for any trickery for as long as she could, but eventually she fell into an uneasy sleep.

The next morning (if it was morning), Scootaloo awoke stiff from sleeping on the floor. She regretted it until she belatedly climbed into one of the beds and found that the cloud mattress had almost completely evaporated. The floor was at least more comfortable than lying on a bare bedframe.

Looking to the door, she wondered if she should go look for an exit. Certainly she couldn’t stay in this room forever. But if Fluttershy was still out there . . . tomorrow would be a perfectly good time to escape.

So she killed time while trying to listen for any clue she wasn’t alone. One of the former residents had left a few books, and she picked one that looked like some sort of adventure to keep herself occupied. It was not exactly Daring Do, but it did have pirates, and that was better than nothing. Another resident had left behind a significant supply of snack cakes, fortunately still wrapped, so stale, artificial-tasting snack cakes were her lunch and dinner. It was probably better than being hungry.

On the third day, it was the snack cakes that drove her to venture out. She hadn’t yet reached the limit of her patience, but she had reached the limit of her ability to eat old snack cakes. She had no evidence that Fluttershy hadn’t left well over a day ago, so it was time to open the door.

Indeed, there was no evidence that anypony was waiting outside because there actually wasn’t anypony waiting outside. The whole building was empty, except for Scootaloo. She could go wherever she wanted without fear of being turned into dust.

Unfortunately, this freedom was confined by very solid walls. Throughout the entire facility, there were no windows, and only a single tightly locked door to the outside world. She spent basically the entire day exploring and couldn’t find so much as a large air duct.

On the plus side, she found a break room stocked with a wide variety of old, preservative-laden food, so she wouldn’t have to make any hard decisions about whether to eat snack cakes or starve to death any time soon. And she found enough furniture still containing remnants of soft cloud to scavenge together a full mattress, so she could stop sleeping on the floor.

The mattress was almost emblematic of her realization that she would be there for a while. Her exploration had not only revealed thick walls and an impenetrable door, but also told her where she was. Scattered about were motivational posters declaring slogans like “Only YOUR diligent work is preventing weather catastrophe!” and “When failures beg you to stop, it is only because they HATE Equestria and rainbows!” from which she inferred she must be in the mysterious upper level of the weather factory, where Spectra was made for rainbows.

Rumor had it that when the factory was first built, Cloudsdale was terrified that one of the other great cloud cities of the time would steal the secret to rainbow production and break their monopoly. So they built the upper floor like a fortress crossed with a prison, so nopony unauthorized could get in or out. It was said that an army had once laid siege to the factory in an attempt to get into the upper floor, but left after a month when they couldn’t find any way to even scratch the walls. It was said that ponies chosen to work in the upper floor would be wiped from all records, from official birth certificates to family photo albums, and confined to that floor until the day they died, so they could never possibly reveal any of the factory’s secrets. It was said that when those workers died, they were processed into a paste and fed to the other workers, just to ensure that nothing ever leaves that floor other than raw Spectra.

Of course, Scootaloo still didn’t believe most of that pile of horseapples, but it certainly looked like ponies were right about the factory having secrets and a design aimed at keeping them hidden. It looked like she was going to be staying there for a while. She found some crystal batteries that still worked, got a clock running so she could have a solid sense of time, set it arbitrarily to midnight, and went to bed so she’d be rested to really get to work tomorrow. To her surprise, her new mattress and confidence that nopony was trying to capture her for the moment allowed her to sleep deeply and dreamlessly that night.

Almost ten hours later, she awoke, breakfasted on cereal that tasted older than she was, and began to ensure her safety. She didn’t want to have to rely on piling up furniture again if she was still here in 25 more days, when the next batch of flight tests would presumably put this floor back in use. So she’d have to find a way to lock her door.

Fortunately, the machine seemed to require practically every tool and raw material known to ponykind to maintain it, and they were all stored in various closets near the machine room (but accessible without having to actually enter said room and see the machine), so there had to be plenty of ways to go about it. She went with the simplest option she could think of, which was an external sliding bolt.

Of course, even this wasn’t simple enough that she knew how to install it properly. It was frustrating, but on the other hoof she could channel that anger into destructively testing her prototypes. After almost two days and quite a bit of damage to several doors that hopefully wouldn’t draw too much attention, Scootaloo felt confident that she could put together a lock that would hold together longer than the door it was attached to, and started installing them scattered through the facility. She had no desire to be caught by surprise far from any shelter.

Once she finished making locks the next day, it was time to work on actually escaping. Once again, though, she was going to be mostly reliant on trial and error. She arbitrarily chose a rasp as the first tool to try and attacked the wall.

At first, the rasp seemed to be making surprisingly good progress. It was quite slow, but she could at least see she was having some effect on the wall, which is more than she was expecting on her first try. But then the rasp suddenly just plunged straight through the clouds she was working on.

The area she was working on looked like an unremarkable very shallow depression in the wall. It had a remarkably flat bottom if she looked closely, but the sides were so close to flat as well that she could hardly tell. It certainly felt like nothing more than a shallow depression, rock-hard throughout, when she touched it with her hoof. But she could stick the rasp into it like it was a hole, and it would pass through the packed cloud without the slightest effect. Could it be that the enchantments that made the wall solid for small objects were only applied to an outer layer? Was that even possible?

She tried the floor experimentally. The floor was a little softer than the wall, and the enchanted layer was a little thicker, but before too long she was again waving the rasp through what it thought was thin air. And by the time she was done trying that, she had apparently forgotten where she had been working on the wall, because she couldn’t find the admittedly small blemish she had inflicted.

Leaving the rasp by what was to it the hole in the floor, she went to get more tools to try. When she came back with a pile of tools on her back, though, she couldn’t help but notice the floor was pristine. She was sure she had left the rasp just a few inches from where she had worked on the floor, but now the rasp was sitting next to a spot that was just as smooth and level as every other part of the floor.

Lacking an explanation, she returned to the issue of digging through the wall. The chisel that came first to hoof quickly got her through the surface layer, after which she waved her tools one by one through the wall. It was what she had expected, but she had still been hoping she would happen to find something that would work just by luck.

By the time she had gone through all her tools, though, the “hole” seemed smaller than it had been to begin with. Indeed, after staring intently at the wall for a minute, she was pretty sure it was slowly reforming the part she had chipped away. That was certainly going to be something she’d need to keep in mind.

Still, it’s not like she had anything better to do than try everything remotely plausible if necessary. She went back to look for likely-looking tools, and there she stumbled upon the jackpot.

It looked much like a chainsaw with crystal teeth, and this was because it was, strictly speaking, a type of chainsaw. But this was a chainsaw designed to cut clouds. Any clouds, enchanted or not. (It would be too dense for average construction-grade cloud to hold up if it didn’t have its own magic, anyway.) And while this was a serendipitous find, it wasn’t actually as surprising as it may sound; when cloud is a more common material than everything else combined, cloud chainsaws are such versatile tools that they show up in all manner of strange places.

Soon, Scootaloo was back at her chosen wall, carving out large chunks. The dense cloud made it somewhat slow going for a chainsaw, but slow going for a chainsaw is still considerably better than trying to dig through a wall with a rasp. That holds most of all when the chainsaw can actually cut the wall and the rasp just passes through it ineffectually. As she approached the point where she’d have to stand in the hole she was cutting to keep cutting deeper, she started to believe she was on the verge of escape. And then, with a loud grinding sound, the chainsaw announced the presence of an obstacle it could not defeat.

Those who have never used a cloud chainsaw may be expecting the delicate crystal teeth to have been irreparably damaged at this point. Certainly ordinary glass would shatter if treated like this, no matter its lead content. However, the magic that allows the crystal to cut clouds also makes it extremely resilient, to the point that there are reports of ponies dropping chainsaws from thousands of feet up and being able to salvage the still-immaculate teeth from the resulting wreckage.

Briefly enduring the unpleasant racket, Scootaloo cut away enough cloud to expose a significant patch of whatever she had hit. Stepping into the wall, she inspected the smooth, hard surface. It sounded like a thick steel plate when she rapped on it, not that she would know the difference if it was any other gray metal. But a core of steel in the outer walls of the excessively-secure factory just sounded right.

Having no way to get through the steel at the moment, she exited the wall. She was surprised to find, however, that her left forehoof (which she had not lifted from the inside of the wall through the inspection) was stuck. A strong yank freed it though, leaving a distinct impression in the cloud. In the brief time she had been standing, almost an inch of cloud had reformed around her hoof. That was considerably faster than what she had seen before, and in fact now that she was paying attention she could tell that the inside of the wall was far outpacing the outer layer in its restoration.

She could imagine all too vividly getting trapped inside the wall. The cloud would flow up over her legs, quietly and without any pressure, and by the time she noticed it would be too late to pull herself free. She would watch helplessly as her legs were consumed in white until the descending ceiling covered her eyes. And then the cloud would cover her nose, but she wouldn’t suffocate. No, the cloud would allow air through just fine, and probably even keep her hydrated. She’d just be stuck going mad in her lonely white abyss until she starved to death.

Forgetting to be careful with these walls was definitely not going to be a problem. She intended to remember so well that she’d never even touch an outer wall again. And that pretty inevitably meant her escape attempts were done for the evening.

If she wasn’t going to leave through a hole in the wall, Scootaloo was going to have to exit through the door. So right after breakfast, she went to look for how she might make that happen. As on her first inspection, she found that the door was very thick, strongly connected to the wall around it, and quite disinclined to move at all.

So instead, she went back to her bed. That was a good place to lie and stare at the wall. She didn’t even lock the door on the way in. Why bother? Whether or not somepony captured her while she was busy moping, she was going to die in this factory. It was just a question of how long it would take.

Unfortunately, nopony showed up to murder her. She just had to stew in her funk all day, and dream of it all night.

In the morning, one element of her nightmares stuck in her memory. She had of course dreamt she was in the Factory, fleeing at various times from Fluttershy, or the machine, or some dark force she did not dare look upon, and all of it blurred together in the fluorescent light of day. However, she could still vividly remember that at one point Rainbow Dash had appeared from somewhere.

“Help me!” Scootaloo had begged.

“Just follow me,” Rainbow had replied, beginning to rise into the clear blue sky above them.

Upon spreading her wings, Scootaloo had realized she didn’t have any. Carefully turning her head, she could see two stumps on her back, and nothing else.

“I can’t!” she had frantically cried, as her pursuer had started to catch up.

Rainbow had looked back sadly. “I can’t help you if you won’t help yourself.”

And in a flash of rainbows, Scootaloo had been alone once more.

Initially, this memory was far from encouraging. Who would want to be so explicitly abandoned by their old mentor? But after a while, it dawned upon her that she had brought it upon herself. Rainbow wouldn’t give up so easily, and she would expect the same from anypony she had taken under her wing. Rainbow would be disappointed.

It wasn’t going to be easy to get out, but she needed to keep believing that she would sooner or later. Because that’s what Rainbow demanded.

Three more weeks passed, and Scootaloo did not manage to escape. The night before the monthly round of flight tests, she moved her bed into a room near the exit and went to sleep as early as she could. She needed to be awake before anypony arrived to have the best chance of escaping, and even if she had had an alarm clock, she didn’t know what time to expect the first ponies.

She awoke a little before six, according to her clock. The factory was quiet; apparently she was up early enough. Now it was time to wait, but that was okay. She had remembered to bring a book.

An hour passed. It occurred to her that should probably have brought some food. She was really starting to yearn for breakfast, but she didn’t dare leave the room and risk getting stuck where she couldn’t even attempt an escape.

Noon approached. Another meal taunted her with its nonexistence. She was starting to wonder if she had really set her clock that far ahead of the actual time, or if she had lost count of the days and the factory wasn’t actually going to be in operation today.

Finally, at what was supposedly 12:17, she heard the main door open, and somepony entered the factory. After that door closed, she heard a hoof knocking at her door, and Fluttershy asked, “Scootaloo?” In retrospect, it might have been wise to at least close the other doors near the exit to avoid attracting attention to the room she was hiding in.

She didn’t respond, of course, and after a brief pause Fluttershy moved deeper into the factory. Perhaps she was still looking for Scootaloo, or perhaps she was just resigned to Scootaloo refusing to talk to her, but either way she had left Scootaloo alone, and that was the important part.

Once she was absolutely sure Fluttershy was completely out of sight and earshot, Scootaloo unlocked her door, opened it a crack, and looked out into the hall. As she had hoped, the hall was empty. She had a clear shot to the exit.

As quietly as she could, she ran over and tried the door. Her first pull on the handle had no effect. The same went for a stronger tug. A short fight with the door satisfied her that it was definitely still as locked as always, and not just stiff. A hurried inspection additionally confirmed that there were no internal locks to try. She wasn’t getting out that easily.

Still, that wasn’t her only idea. It would have been nice if it had worked, but it wasn’t the end of the world when it didn’t. She closed some doors almost all the way, and then retreated to the room she had been hiding in, setting its door slightly ajar as well. Then she settled down to watch the exit through the crack for her next opportunity.

For a long time, far longer than she had expected, nothing happened. She hadn’t been sure whether Fluttershy would get in before her victims at all; she certainly wasn’t expecting her to arrive so long before everypony else. It was all she could do not to lose focus and doze off.

Eventually, however, the exit screeched open again, and a large mare lead in a few fillies and colts, presumably all fresh from failing their flight tests. Past them, Scootaloo could see a large room, lit in light far too yellow to be natural. Her best guess was that it was a hangar currently closed off to the sky. Then they were all inside, and immediately somepony outside closed the door.

This was less than encouraging. She had been hoping to make a break for the door at some point while it was open, but if it was never open for a second longer than necessary, it was going to be difficult to get out without crashing into anypony. And even if she got out the door, what was she supposed to do in a closed hangar? If the hangar was half as overengineered as the door that lets out into it, she’d never get out of it before she was caught.

Maybe she could fight her way out? If she enlisted the help of the victims being brought in, they’d probably outnumber the factory workers. That might be enough of an advantage, right?

That idea didn’t survive watching the next group of failures being brought in. It was obvious that most pegasi who failed did so because they had no athletic ability whatsoever, and that wasn’t even taking into account how many of them were injured. Most of them were visibly terrified of what was going to happen to them now, and Scootaloo had seen enough ponies running around in a mindless panic when she lived in Ponyville to recognize that telling these colts and fillies that they were going to die would produce a lot of chaos but very little (ineffectual) fighting. Trying to warn them would only make her prospects for escape even worse.

So she waited, and hoped something would happen that would give her a chance. It didn’t. After a while, ponies stopped coming in, and a bit after that, she could just barely hear the machine start up. She closed and locked her door and tried to figure out what she would try now.

Much later, after all the grisly work had been done, after the machine had been shut down, after everything was set to seal up the factory for another month, Fluttershy came looking for Scootaloo again. And this time, to her own surprise, Scootaloo responded.

“Why?” she asked.

“Oh, Scootaloo,” Fluttershy sighed once it was clear that wasn’t going to turn into a more pleasant question. “I don’t like it either. But it has to be done. I can at least make sure they’re not in pain or afraid.”

Scootaloo said nothing. She hadn’t meant to give away her presence, and she was hoping that Fluttershy would go away if she just kept quiet. But Fluttershy apparently heard the silence as disapproval.

“I’m sorry. I wish I could take you out of here. But you have no idea how much damage you could do if you told anypony how rainbows are made. If ponies knew, they would shut down the factory, but Equestria needs rainbows. Even if there was any way to sneak you out of here without us getting caught, I can’t take that risk. I really am sorry, but you can never leave.”

Again, Scootaloo said nothing, and the silence stretched uncomfortably on.

“Um . . . I brought you some fruit. You should probably eat it so you don’t get scurvy. Ah, if you don’t mind, that is. . . . I left them in the break room . . .”

Finally, Fluttershy gave up on getting any more acknowledgement from Scootaloo. She knocked forcefully on the door to the hangar, and was let out, leaving Scootaloo once more the sole inhabitant of the factory.

Scootaloo stayed locked in her room all night, and in the morning she emerged exceedingly hungry. So of course her first destination was the break room, to pick what preservative-laden snack would be today’s breakfast. And there she was reminded of the last thing Fluttershy had said before she left.

There was actual fresh fruit on the counter. It looked like Fluttershy had stuffed her saddlebags to the point of overflowing, entirely with fruit, and deposited it all here. The apples in particular must have been picked very recently, because they still smelled like Sweet Apple Acres. It brought a tear to her eyes just thinking about eating something that didn’t taste more like its plastic wrapper than actual food.

Of course, she had no evidence this fruit was safe. It might be loaded with tranquilizers or poisoned. It might be bait for some trap. Maybe as soon as she touched anything, a net would drop from the ceiling, and then Fluttershy would jump out of a corner and it would all be over.

Well, if it was bait for a trap, it was effective bait. She picked up two apples and a banana, and, seeing that she hadn’t triggered any apparent traps yet, took them to the nearest lockable room to eat them. If they were drugged, she could at least make it difficult to get to her while she was an easy target.

Then she ate the most delicious apples and banana in all of Equestria. If this was a trap, it was totally worth falling for it. After what she had to eat for the last month, this tasted like a meal fit for a princess. Better still, after giving the drugs a while to kick in, there remained no effect other than making her fuller and happier. It seemed the fruit was safe, not that finding drugs in the fruit would necessarily have stopped her from eating it.

For a while, that kept her spirits up, even though she wasn’t making any progress on escaping. When the last couple of oranges started to get a bit mushy (Fluttershy had brought a considerable number of oranges), it occurred to her that it would be nice to have a functional refrigerator, and so for a bit fixing the one in the break room was her primary project. One good thing about how the factory used to be nearly self-sufficient was that there were manuals for practically everything if you knew where to look. Without that, all she would have been able to do would be to break the refrigerator further.

Still, it might have been better to spend a while longer struggling with the refrigerator. By the end of the second week, she was out of fruit, she didn’t have a repair project to distract her, and she still had no clue how she was going to escape. The second half of the month dragged unbearably.

After going two months quite literally not having said two words to another pony, Scootaloo was understandably pretty lonely. Lonely enough that even talking to a pony who wanted to kill her was an attractive idea. So when Fluttershy knocked at her door, she didn’t pretend the room was empty.

They ended up talking about how everypony back in Ponyville was doing. Scootaloo had fallen out of touch a while ago, so she had a lot to catch up on. She hadn’t heard when Sweetie got a job as a backup singer for Sapphire Shores, or when Discord took up permanent residence in Ponyville, or when the Cake twins started school. She hadn’t even been paying enough attention to Dash’s career to know that her old hero was going to be in the lead Wonderbolt squad in the next performance season. She wanted to blame Cloudsdale’s culture for how she had almost forgotten everypony she knew before she moved there, but she couldn’t pretend she had no part in her own conforming.

They got so caught up in talking that they were still at it when the sliding of locks announced that the month’s first group of failures was arriving. Fluttershy had to excuse herself abruptly to go prepare . . . something. She didn’t actually say what, but Scootaloo got the sense that they’d both be in hot water if anypony else found out that she had been talking instead of doing whatever she was supposed to do on these mornings. Although, considering somepony would probably break down Scootaloo’s door and drag her off to be killed if anypony who didn’t know her personally knew she was there, her water would probably be a lot hotter than Fluttershy’s.

Probably, then, she should be glad that Fluttershy left just before the door opened. But instead, she wished they could have kept talking. She wanted to hear more about what she had missed.

In the evening, after Fluttershy’s job was done, she returned, and they picked up their conversation where they had left off. Scootaloo could almost forget that she knew what that job was. She could almost pretend that she was talking to the kind, shy pony she used to know. And it was better than being constantly lonely in almost every way, so Scootaloo almost wasn’t conflicted about being sorry when Fluttershy had to leave in order to not arouse too much suspicion.

At least Fluttershy had brought fruit again. Scootaloo was even more sick of stale snack cakes and ancient energy bars than she had been a month ago, so she could almost drown her sorrows in fresh food.

Another month passed, and Fluttershy returned. Once again they had a while before anypony else arrived. Once again they chatted, mainly about nothing of importance. Eventually, however, Scootaloo asked the question that had been on her mind for quite a while, though she wasn’t always sure she wanted to know the answer.

“How did you end up working here, anyway?”

Fluttershy hesitated before answering. “It’s . . . not a pleasant story. I’m not sure I can tell it. But if you really want to know, I’ll try tonight.”

“Tonight?” Scootaloo asked, and then looked at her clock. “Oh, I suppose ponies will start arriving soon. I guess you had better get to your job.”

That night, with some prompting, Fluttershy told her story.

“When I was your age, I was a very poor flier, not to mention afraid of heights. I could barely stand to live here in Cloudsdale. There were even days when I wished I had been born an earth pony, just so nopony would question me if I chose to live on the ground. My parents, however, wanted me to become a full citizen here, and I couldn’t bear to disappoint them.”

“So you took the flight test?”

“I did. Rainbow Dash did her best to train me for it once she accepted that she couldn’t talk me out of it, but it wasn’t enough. I failed. Even though it was terrifying not knowing what was going to happen to me, I was a little relieved to be leaving Cloudsdale for good. Wherever I was going, it probably wouldn’t be full of ponies who expected me to fly.

“I wasn’t expecting the Factory. In those days, it was a busy place, and it seemed like every one of the workers stopped to mock us or make some vague threat. It was soon clear that there were too many ponies for this to just be a staging point for banishing those who failed their tests. Before long, we were in the machine room, and my relief was long gone.

“I couldn’t tell what the machine did, of course. But just after we arrived, a stallion in a lab coat came in and picked one of the other ponies who had failed the test, and then . . . and then he . . .”

At this point Fluttershy broke down crying. “. . . Why? . . . Why was he laughing? . . . She was screaming and . . . and he just laughed . . .”

“Shh, it’s okay.” Scootaloo did her best to be comforting through the door, which mostly meant repeating “it’s okay” a lot. She had never been very good with crying ponies even when there wasn’t any risk they would kill her.

Once Fluttershy had stopped crying, Scootaloo added, “You don’t need to tell the story if you don’t want to. I’m sorry I asked.”

“No,” Fluttershy replied, still sniffling, “I owe you this much. You deserve to know why we’re here. Just, is it okay if I skip forward a teensy bit?”

“Of course it is. Whatever you’re comfortable with.”

“After she . . . after she died, the stallion asked for volunteers to go next, like it was all some joke. And I just got so angry. I didn’t know what was going on. I didn’t know this machine was necessary for producing rainbows. I didn’t even realize how important rainbows are. I just knew that . . . what had happened to that mare . . . was going to happen to all of us if I didn’t do something.”

“What did you do?”

“I used the Stare on all the workers there. I didn’t even know I could use it on ponies, let alone so many at once, but I just instinctively started Staring. I had to something to save them. I wasn’t even really conscious of what I was doing until the workers started to escort us out.

“We almost escaped. If we had . . . we didn’t understand how much damage we could have done, if we had told anypony. If the Factory had been shut down . . . Equestria couldn’t have gone on without rainbows, any more than it could have endured knowing how they were made.

“I think nopony wanted to ask the stallion in the lab coat where or why he was taking us, because he seemed to be important. But once we got close to the exit, and it was clear he could only be taking us out of the Factory, somepony finally asked, and the stallion explained that he was bringing us outside because I had asked him to. I hadn’t told him to lie, and at that point he couldn’t see any reason that anypony would oppose our freedom.

“By that time, there was a significant crowd watching us. Once they heard the truth, we didn’t stand a chance of getting out. I heard later that there was an extended fight because the workers I had Stared kept trying to rescue us, but I was knocked out almost immediately and didn’t see.

“I woke up in a pitch-black, silent room. I think I was chained in a corner, but it’s hard to be sure what was real. I remember a dragon, with flame so bright I could see it with my eyes closed, walking so close I could feel the heat coming from its scales, then flying away. I remember the ceiling raining and quenching my thirst. I remember falling forever. It can’t all have been real.

“Ponies would often come into my room. They would ask me questions, or offer me strange deals, or tell me stories, or examine me with unfamiliar devices. I knew some of them were only in my head, but I could never tell which ones. Still, eventually I was able to mostly sort out the truth from the lies I had merely imagined.

“Long ago, before the three tribes had united, master pegasi would extract Spectra from clouds by burning them. However, this was slow, required a great deal of space so the burning clouds wouldn’t evaporate the ones that hadn’t been lit yet, produced extremely dangerous storms as a waste product, and required many years of training. Once Equestria was formed and the population began to grow, the old way quickly became unsustainable.

“As the demand for rainbows exceeded the ability to produce them, chaos began to set in. At first it was subtle, but it was clear that if nothing was done, the newly formed alliance would dissolve, and the tribes would soon follow, until there was nothing but conflict and the consequences of endless fighting. The wisest pegasus thinkers of the time were all set the task of finding a better way to produce rainbows before it was too late.

“A year later, to the day, they returned with grim news: the only source of Spectra that was suitably efficient was to extract it from living ponies in quantities sufficient to kill the subjects. They had searched for another way, but they could no longer put off admitting that there wasn’t one. The Commander, disheartened by this news, secluded himself to deliberate on the terrible choice presented to him. Two days later, he emerged, and ordered that a machine be secretly built to produce Spectra from ponies, and that a council be formed to protect it and ensure its secrecy.

“That council exists to this day, and they saw value in my Stare. It has always been difficult to find enough ponies who could be trusted with the Factory’s secret to keep the machine running efficiently. When they heard that a filly had almost escaped by controlling several workers, and was currently being held for questioning, they recognized that I might be able to solve that problem.

“I couldn’t teach the workers to Stare like the council was hoping. I don’t know how I do it, and they couldn’t figure out either. But I could still be trained to be a worker myself. Once I understood the importance of the job I would be doing, I was allowed out of the dark room and prepared.

“Before long, I was deemed ready. My job, at first, was simply to ensure that the ponies being brought in were docile. They were to be brought to me before being taken to the machine room. On my first day, I couldn’t do it. When I tried to Stare I just started crying instead, knowing that I was looking at ponies who had to die for the good of Equestria.

“After that, they made me talk to a psychologist, who recommended that I live in one of the Factory dormitories for a while without having any duties, just to get used to the environment. So that’s what I did. Every day I would go to look at the ponies who were brought in and try to force myself not to cry. Most days I would hear them screaming as the machine worked, and I would wish I were strong enough to help them.

“After a few months, I was ready to give the job I was supposed to do another shot. I still cried afterward, but I was able to put the ponies who were brought to me into a trance that would keep them calm and dull their pain. It wasn’t nearly enough, but it was the best I could do at the time.

“With my help, there was much less need for security, since ponies in a trance won’t try to escape. The flight test schedules were changed to bring in large groups all at once rather than just a few ponies each day, as there was no longer any need to have the workers outnumber the subjects. Many workers were able to finally retire. Everypony else stopped living here, since there wasn’t any need when the Factory didn’t operate most days. Eventually I was taught to operate the machine, and now I can largely run the Factory by myself as long as the machine doesn’t break down. And I can make sure it’s as kind as possible.”

For a while after Fluttershy finished her story, Scootaloo was silent. What is one supposed to say after a story like that? Eventually she just changed the subject completely and asked how Angel Bunny was doing, and they talked about unimportant matters until it was time for Fluttershy to go home.

During the next month, Scootaloo considered what Fluttershy had told her. She had been largely just tuning out the claims about the importance of rainbows she saw all around the Factory and heard occasionally from Fluttershy, but what if they were true? The Factory’s secret had been kept for over a millennium; surely there must be a good reason for that. Were rainbows worth dying for? Should she even want to escape?

When she next spoke with Fluttershy, she asked her if anypony had been wondering where she was. Even if she wasn’t sure she still wanted to escape for herself, she could still hope to escape for somepony.

Fluttershy plead uncertainty to this question, claiming she probably wouldn’t know unless she specifically asked. She clearly didn’t want to do that, but with some pleading and a little guilt-tripping, Scootaloo got Fluttershy to promise to try to find out, and even to find and ask a few Cloudsdale friends whom Fluttershy had never met.

After Fluttershy left, Scootaloo was left to consider what she would do if there was somepony waiting for her. What new escape plan could she possibly try? And similarly, what would she do if the answer was “no”?

After a month of anxiously wondering if anypony still cared, it was time to get the answer. Scootaloo was awake particularly early, waiting impatiently for Fluttershy long before she would normally be in the Factory.

Finally Fluttershy arrived, and as soon as she knocked on the door Scootaloo asked what she had found out. Fluttershy hemmed and hawed and tried to avoid answering clearly, but in the end she had to admit that she did not come bearing good news. Nopony in Ponyville though it odd that they hadn’t heard from Scootaloo in the last six months; this was probably Scootaloo’s fault, since it wasn’t unusual anymore for nopony in Ponvyille to hear from her for months on end. In Cloudsdale, the results were worse; everypony who had known her was now pretending she never existed. Even her own parents denied ever having a daughter.

Her response was to ask, “Do the failures ever have any idea what’s going on? Are they aware at all?”

Fluttershy, surprised by this sudden change of subject, hesitated, then replied, “No, they’re not. Going into a trance is like going to sleep, and they’re no more aware of their surroundings than they would be if they were actually asleep. They may be able to follow simple commands, but they can’t actually see, hear, or feel anything. It’s all automatic.”

“Then I’m ready.” This is what she had decided she would do if Fluttershy found that nopony cared about her. “It’s time for me to stop hiding in this room. Time for me to . . . go to sleep.” Closing her eyes, she opened the door.

For the second time in her life, she could feel the Stare. But this time felt completely different from how it had felt six months ago. Where that had been forceful, this was gentle. Where that had been demanding, this was patient. Where that had been a terrible pressure in her skull, this was a friendly suggestion. It reminded her of the sunlight that had come through her window a few days before her flight test, when she hadn’t been able to resist the weather’s invitation to come outside and fly nowhere in particular. Or maybe it was like Rainbow’s wing around her on the night that she had saved Scootaloo from a waterfall and then agreed to be her mentor. It was warm and friendly and inviting, and it didn’t have to command her to open her eyes because it knew that asking nicely was more than enough. So open her eyes she did.

As she looked at Fluttershy, she wondered how she had never really noticed Fluttershy’s eyes before. They were such a beautiful shade of blue. Or did they only look that way when she was Staring? It would be so easy to get lost in the endless sea in those eyes.

It was the last thought Scootaloo ever had.