Mare Do Well: Rainbow Factory

by Joker the Hedgehog

Rating: teen
Tags: Dark, Adventure, Crossover, Alternate Universe, Anthro
Length: 7877

When the devious Discord gets loose and takes control of the Rainbow Factory Asylum, it's up to Mare Do Well to foil the devious Master of Chaos' sinister scheme.

Discord has once again been captured by the Mysterious Mare Do Well, AKA Twilight Sparkle, and has been brought back to the Rainbow Factory Asylum for The Criminally Insane, or the Rainbow Factory for short. But, the Dark Mare is suspicious. Discord barely put up a fight when she caught him. It turns out her suspicions are correct when Discord gets loose and takes control of the Rainbow Factory. Now Mare Do Well must figure out what Discord's planning and fend off his goons. But, what is "Titan?" What does Discord need Beast for? And what does Dr. Forever Young have to do with all of this?

Co-written with: VampDash

Based on the video game Batman: Arkham Asylum

Published 1970-01-01 00:00:00 UTC
Last updated 2015-08-12 17:03:18 UTC

Welcome To The Madhouse

"All units, head for Manehattan City Hall," a voice said over a police feed.

"Discord has been apprehended, Mare Do Well is en route for Factory Island," said a second voice.

In the middle of a highway, a high-tech purple car with a booster engine raced passed numerous other cars, ambulances and police cruisers. Driving this vehicle was what looked like an anthro unicorn mare wearing a large purple fedora, a dark blue mask with light blue tinted eyepieces, a purple suit of body armor, dark blue gloves and boots, a dark blue utility belt and a dark blue cape with a purple protrusion and a clasp that had a white "M" on it. This was Twilight Sparkle aka, the Mysterious Mare Do Well.

In the back seat, bound in handcuffs, was a bizarre-looking creature made up of various parts of various animals, but the only proof of this was the deer antler and horn on top of his head  the reptilian tail coming from behind him, and his mismatched wings. He wore a brown suit with black dress shoes, a white shirt and a yellow tie. This was Discord, the self-proclaimed master of chaos and an unrepentant psychopath who always had a smile on his face.

"Stand back, fool, I've got a bomb! Oh, right..." muttered Discord, before he giggled a little.

Oh, please, thought Mare Do Well, her expression hidden under her mask

Mare Do Well drove into the center of a deep forest, toward an old factory that had been converted into an insane asylum. It was known as The Rainbow Factory Asylum For The Criminally Insane, or the Rainbow Factory for short...

...

A few moments later, Mare Do Well had Discord on his knees in front of a pair of huge high-tech metal doors, which grinded and smoothly slid open for the heroine and her captive. Mare Do Well pushed the psychopath forward before advancing forward into it. As she did so a group of Pegasi, Unicorns, and Earth Ponies walked forward with one REALLY rounded Earth Pony taking up the front.

“OH, LOOKIE WHO IT IS! MY OLD PAL, WARDEN IDIOT!" laughed Discord. "Love what you've done with the place!"

"That's Warden Sharp to you!" snapped Warden Razor Sharp, his bulk making him look intimidating "Officer Holes!"

A burly Earth Pony walked forward. Discord smirked at him as he approached.

"Hiya, Digsy! How's the wife and kids? Did you miss me?" asked Discord, before Officer Holes grabbed him by the suit collar.

"Quiet, freak! There's a lot of ponies here who really want to have a word with you," snarled Holes before he and several other guards led Discord to a gurney.

"Seriously? I got two legs and two wings that ain't broke, you know," said Discord as the guards fastened the cuffs on the gurney to his ankles and wrists. "Now, now, not so tight, you'll crease the suit!"

As Discord gave another giggle, Warden Sharp gave Discord a look of the utmost disgust. "Get that filthy degenerate out of here!" he barked.

"Warden, something doesn't feel right about this... I'm going with him," said Mare Do Well, her voice a soft growl. With that she walked with the guards as a way to ensure that Discord didn’t get a chance to escape. As they walked they passed by several ponies, dragons, and even a few griffons cheering him on. “Hey look it’s him!” “It’s the boss!” “DISCORD! DISCORD! DISCORD!”

"Shut up and keep moving!" yelled a Factory Guard.

And, of course, Discord had his own two bits to put in.

"I'm telling you, the state of the wiring in those federal penitentiaries is just downright shocking! My boys could've been hurt in that... unfortunate fire," commented Discord.

Before long, they had reached a platform that lead to an elevator shaft, and were held up by a couple of doctors.

"Just need to check your prisoner, Officer Holes," said a doctor.

"Yeah, yeah, yeah, just be quick about it," grumbled Officer Holes.

"Only following procedure!" said the doctor, sounding a bit offended. As the doctor looked over Discord, the devious lunatic almost made the pony shit himself when he shouted "BOO!" and had a fit of giggles.

"Need to take my temperature? I'd be happy to drop my pants," said Discord.

At that little remark, Mare Do Well almost felt like throwing up.

"Well, he's in good shape! Get him the Tartarus outta here!" said the doctor.

With that, the voyage continued. But, the group had only gone a few steps when a dinging came on.

"Alert in Intensive Treatment. Category Nine patient in transit. Pacification system active. Shoot-to-kill permissions granted," said an automated female voice.

Suddenly, the atmosphere got very, very tense. "You heard the lady! We've got another psycho on the way!" barked one of the guards.

"Hey, Mary, can you feel the excitement in the air? No? Must be one of the guards, then," said Discord.

As the elevator brakes squealed toa stop, Mare Do Well heard some very familiar growling noises... and it made her mane stand on end. What emerged was a being that was neither pony nor any kind of creature known to Equestria. Standing roughly 6’00” tall the being known only as Gutter Gator stood before them.

“Easy there… he looks angry.” One guard said as Gutter Gator sniffed the air and growled. He then noticed Mare Do Well and growled before turning to her. “What’s he doing?”

“I have you ssscent Mare Do Well. I will hunt you down. GGGRRRRAAAAGGGGGGHHHHHH!” snarled Gator as a shock from the collar he was wearing prevented him from doing much of anything aside from threatening Mare Do Well.

"Get that animal under control!" yelled a Guard as the collar finished shocking Gator.

"A toy collar won't stop me from killing you, Mare Do Well!" snarled Gator.

"Maybe... but I bet it helps," replied Mare Do Well.

Gator leered at the purple clad hero, before apparently deciding she wasn't worth it at the moment. As he lumbered off, Gutter Gator grumbled something that sounded like, "I'm gonna rip that Caped Cavalier apart and eat her bones..."

Once Gutter Gator was well out of sight, Discord decided to speak up.

"That reminds me, I really need to get me some new shoes," he said.

This remark actually got a few chuckles from the Guards and maybe an inkling of a smile from Mare Do Well, which nopony saw.

With the elevator now available, the transport crew entered and began to descend into the depths of the Factory.

"Whee! Great night for a party!" said Discord.

Mare Do Well glared at Discord through her eyepieces. "Not where you're going," she said.

Discord chuckled. "Oh, the night is still young, Mary. I've still got a trick or two up my sleeve... I mean, did it ever occur to you how strange it was that a fire at Alkatrot caused hundreds of my faithful followers to be moved here?" he said.

"I thought I told you to shut up!" yelled Officer Holes.

Discord chuckled once again. "Oh, Digsy, Digsy, you really should learn to keep that fat mouth of yours shut. It'll get you into trouble," he growled.

Mare Do Well frowned. There was still something bothering her about Discord's capture... not that she was complaining about how she caught the maniac, but it was just too easy this time... she could only think of three possibilities. A, She was just that damn good... true, but not likely. B, Discord was losing his touch... still not likely. Or C, he was after something else... but, what?

"Tell me something. You've never let me catch you this easily. What are you really after?" asked Mare Do Well.

"Oh, nothing much, just hundreds dying in pain and fear, all of their meaningless lives brought to a horrifying conclusion, thanks to you and a book of matches... was that the answer you wanted?" asked Discord.

Before Mare Do Well could press further, however, the lights in the elevator went out, throwing everyone into complete darkness while Discord laughed his head off.

“What’s going on?"

"Get a flashlight!"

"Somepony get a light on him!"

But, when the lights came back on, it turned out that Mare Do Well had the situation, and Discord's neck, well in hand.

"What? Don't you trust me?" choked Discord as Mare Do Well slammed his head back against the gurney.

"Depends. How far can I throw you?" asked Mare Do Well as the elevator slowed to a halt.

"Our... guest... has arrived."

As the elevator doors opened, the entourage entered the primary part of the Intensive Treatment Wing. As the guards wheeled Discord away, Mare Do Well caught sight of an orange anthro Earth Pony mare with a blonde mane and tail wearing a brown Stetson hat, blue jeans, a light blue shirt, a brown vest, and brown boots.

"Another long night, Applejack?" asked Mare Do Well, approaching the mare.

Applejack looked up from the paperwork she was filing and smiled. "Discord invades city hall and holds the mayor hostage, leavin' it tah me tah juggle SWAT teams, the media, an' you. Yeah, it's been a Tartarus of a night," said Applejack, shaking Mare Do Well's hand.

Mare Do Well nodded. "Hopefully it'll be the last one we'll ever have with him," she said, following Applejack down the corridor, only to be stopped by two Factory Guards.

"Sorry, Mare Do Well, Rainbow Factory staff only," said one of the guards.

Applejack frowned. "Ah can assure ya, if anypony's qualified, it's her," she said.

The guard sighed. "Look, we appreciate the assistance, but she'll unsettle the more violent inmates," he explained.

Discord laughed as he was led away in handcuffs. "I think he's talking about you, Mary. Don't be a stranger, you're always welcome here! Gotta say, it's good to be back!" he said as he passed Mare Do Well and Applejack.

Mare Do Well frowned under her mask. Something still didn't sit right about this particular capture of Discord...

Applejack seemed to notice how Mare Do Well was feeling. "You okay?" she asked the Dark Mare.

Mare Do Well sighed. "He surrendered almost without a fight... I don't like it," she said as she walked to an observation window, watching Discord get carted off.

Applejack sighed. That did seem more than a little suspicious. "At least he's back where he belongs," she said, joining Mare Do Well at the window.

Down in the Intensive Treatment Holding Cells, Discord seemingly tripped and fell down.

"Come on, get up!" snarled the guard who was escorting Discord.

Discord glanced at the Guard, before elbowing him in the chest, bringing him to his knees, and thus allowing Discord to get behind him and begin choking the poor Guard with the chain of his handcuffs.

"Oh, shit, Discord's loose! Applejack, alert the Warden!" said Mare Do Well as she tried to break through the window.

Discord, meanwhile, found great amusement in watching the doctor fiddle around with the keys in order to save the Guard.

"Hurry, we're losing him, Doc!" laughed Discord as the doctor freed the Guard, who was already dead. Discord then kicked the doctor in the face, before leaning close to the Guard.

"The choke's on you," he whispered, before turning to face one of the cameras. "Honey, I'm home!"

"Come on in," said a female voice over the intercom, just before a nearby force field deactivated.

As Discord ran up to the open doorway, Mare Do Well broke through the window. The devilish draconicus turned to face the Dark Mare.

"Welcome to the madhouse, Mare Do Well! I set a trap, and you sprang it gloriously! Now, what say we get this party started?" said Discord.

With that, Discord made his escape as a small squad of his henchponies surrounded Mare Do Well. The force field also reactivated, preventing Mare Do Well from following the self-proclaimed "Reigning King of Chaos."

Should've known it was a trap, thought Mare Do Well as the goon squad made its way toward her.

Without even a moment's hesitation, the goons began to attack Mare Do Well. As the Dark Mare fought off her attackers, Discord appeared on the monitors.

"Fillies and maniacs, I apologize for this interruption in your regularly scheduled... entertainment, I suppose one could call it," said Discord as Mare Do Well bashed two thugs heads together, rendering them unconscious. "Up until just a few minutes ago, I was going to simply kill everyone in the room, and then watch My Big Human: Friendship is Technology.” As the lunatic said this Mare-Do-Well slammed a thug into a wall and knocked him out. One thug tried to surprise her from behind but she lifted up one hoof and knocked out the thug.“But, then... well, you all know how much I love a captive audience."

No sooner had Discord finished his speech than did Mare Do Well finish of the last of Discord's thugs.

Discord scoffed. "I'm just warming you up, Mary! Fresh from Alkatrot Correctional Facility, with a combined sentence of 732 years, it's... ding ding ding ding! Round 2! FIGHT!" yelled Discord.

As Discord finished speaking, a second group of thugs appeared, this one containing a few griffons, appeared.

"For Discord!" yelled one of the thugs, right before Mare Do Well nailed him with a beam from her horn.

A few minutes later, Mare Do Well decked the last of her foes, sending him crumpling to the ground.

"And ding-a-ling goes the final bell, Discord!" said Mare Do Well.

Applejack then appeared on the monitors. "We're stuck in here! That varmint's in full control of the security gates!" she said.

"I'll find him," said Mare Do Well.

Discord's image then appeared in place of AJ's. "Hate to break it to ya, Mare Do Well, but I'm in control of the Rainbow Factory now! You're not going anywhere I don't want you to. Unless, of course, you want to jump into that thingy... what was it called? The Gnali Device?" said Discord.

"Uh, that'd be the Pegasus Device, boss... and I'm pretty sure it's just a myth," said a voice in the background.

"Who asked you? Point is, I'm the laser pointer, you're the kitty trying to catch the dot. Got it?" said Discord.

"If you think I'm going to let you run-" snarled Mare Do Well.

"Blah, blah, blah, always with the hero-speak! I'm getting bored watching you! Why don't you just come find me?" asked Discord.

With that not only did Applejack's image reappear, but the force field leading out deactivated.

"Y'all know it's a trap?" asked Applejack.

"Yep," said Mare Do Well, before she started sprinting down the hallway after Discord.

Malpractice... Needs More Practice

Everywhere that lunatic goes, death is sure to follow, thought Mare Do Well as she hustled down the hallway, all while Warden Sharp babbled on about medications and a female computer voice told of breakouts all throughout the Factory. The only things that impeded her progress by a gang of razor-sharp mechanical teeth, all of which were swiftly disposed of with a few quick Mare-Rangs, and a couple of Discord's henchponies who were dumb enough to try to face her without any weapons to speak of.

As Mare Do Well reached a split in the path, she heard a voice call out.

"Hey, Mare Do Well! Over here!" yelled a Factory Guard.

Mare Do Well approached the guard, who immediately asked what had happened.

"Discord happened. You're lucky to be alive," said Mare Do Well.

"He must've gone this way, but the door's jammed. I'll try to-" said the guard, before a voice on his radio cut him off.

"Is anypony there? If anyone can hear this, we need backup in Pacification! Repeat, we need backup in Pacification!" yelled what was undoubtedly another Factory Guard, panic evident in his voice.

The Guard Mare Do Well was with pressed the mic on his radio. "Hello? If you can hear this, I'm with Mare Do Well. Hello?" he said.

"Where's Pacification?" asked Mare Do Well.

"Back down that way, " said the guard, pointing back down the hallway. "Do you need any help?"

"No. I work better alone," said Mare Do Well.

The other guard's voice returned, even more panicked than before. "Twisted Mind is free! He's got Steel Cage in the electrotherapy machine!"

On that note, the Dark Mare set out for Pacification, determined to stop Twisted Mind before anyone was killed.

...

As Mare Do Well made her way towards Pacification, she activated the comlink that was installed inside her mask.

"Foresight, you there?" asked Mare Do Well.

"Ah'm here, Mare Do Well. What's up?" asked the voice of a young mare. This was Apple Bloom, aka Foresight. The young Earth Pony had once been an ally of Mare Do Well's known as Filly Do Well, but that came to a screeching halt when Discord shot her in the back, paralyzing her from the waist down.

"Discord's running loose in the Rainbow Factory. He's already killed some of the guards."

"What?! Do ya need anythin'? Is mah big sister still there?" asked Foresight, concern and fear evident in her voice.

"Commissioner Applejack is safe. I'll keep in touch," said Mare Do Well as she reached the Pacification Chamber, where two guards were trying to get Twisted Mind, an Earth Pony with severe mental health issues, to stop electrocuting the Factory Guard that happened to be strapped into the electric chair.

Mare Do Well approached one of the guards, who was facing away from her. "What's happening here?" she asked.

The Factory Guard jumped as he turned to face the Caped Cavalier. "Oh, thank Faust! It's Twisted Mind, he's got Steel Cage!" he said.

"I'm going to put an end to this," said Mare Do Well.

"You can't! He'll kill Steel if he sees anypony get too close!" said the guard.

"He won't see me."

With that, Mare Do Well moved past the Guards and proceeded to an overhead observation balcony.

"If I see anything that looks even a LITTLE bit like a fedora, then this guard dies. DO YOU HEAR ME?!" Twisted Mind shouted as he shocked the guard.

A guard who was up on the balcony with Mare Do Well turned to face her. “He’s got my buddy. Help him, please,” he said.

“Alright, keep him distracted. I need to get behind him,” said Mare Do Well.

The guard nodded as Mare Do Well thought about what to do.

He’ll see me coming from the ground, so I’d better stay above him… but, how? thought Mare Do Well.

No sooner had Mare Do Well thought this than she caught sight of a series of old stone gargoyles.

Perfect… those should support my weight, thought Mare Do Well as she pulled out her grapple gun and took aim at one of the gargoyles.

With a bang that sounded more like a cough, Mare Do Well grappled up onto one of the gargoyles, before shooting a second grapple line to another... placed right behind where Twisted Mind was standing.

Without a moment's hesitation, Mare Do Well jumped off of the gargoyle, her cape spread out like bat wings, and drop kicked Twisted Mind from behind, knocking him to the ground. Mare Do Well then grabbed Twisted Mind's head and slammed it onto the ground, rendering the psychopath unconscious.

The coast clear, the Factory Guards came in. "Somepony get this animal back in his cell," growled one of them.

A split-second later, nearby monitors turned to static, attracting Mare Do Well's attention.

"Hello? Is this thing on?" called a familiar female voice.

As the static cleared up, the image of a pink Earth Pony mare wearing a tattered white cooking apron that had cutie marks and six wings stitched into them, red and blue boots, and lots of chalk white makeup. In her hands was a cane that somehow looked familiar to Mare Do Well.

"Oh, hiya, MDW, Pinkie Pie here. How do you like my new uniform? Pretty nice, huh? Oh! I just remembered, I got something to show you! Hold on a sec, MDW," said Pinkie before she walked off screen.

When she returned, Pinkie had Warden Sharp, who was tied up in a chair with duct tape over his mouth, with her.

"Ta-da! I'm now subbing for the old geezer! Old Sharpie's never been happier! In case you ain't figured it out, today's Discord's big homecoming and you're the guest of honor!" said Pinkie.

"You have one chance to surrender, Pinkie," growled Mare Do Well.

"Tempting, Mary, but no dice! Now the inmates are running the Rainbow Factory! Well, technically they're Discord's goons shipped in from Alkatrot, but you get the idea. Bye-bye for now!" said Pinkie, before she smashed the camera with the cane.

Nearby, the Factory Guards jumped back in fright as the gate leading out of the Pacification Chamber closed and sealed itself.

"What the-? The door!" cried one of the guards.

"Contact Control! They should be able to open it!" another said.

"Mare Do Well, are ya gettin' this?" asked Foresight.

"Foresight, I'm here," said Mare Do Well, activating her comlink.

"The Factory just vanished off of the network!" said Apple Bloom.

"Discord's in control of the security system. Sounds like he's isolated it from the grid," said Mare Do Well.

"That's not all he's done. Police feeds say that varmint's placed random bombs all over Manehattan. Says he'll detonate 'em if anypony sets hoof on Factory Island."

Mare Do Well shook her head as she activated her mask's lenses' Detective Mode, searching for an alternate way out. "He's lying through his teeth. It's just a diversion to keep ponies away," she said as she located an exit through a vent.

"How do ya know?" asked Foresight.

"I know him," said Mare Do Well.

With that, Mare Do Well proceeded to yank the cover off of the vent and make her way through it.

...

Mare Do Well emerged from the vents just in time to see the door that had been previously jammed open. Both she and the Guard she'd met earlier ran down the hall just in time to see a wall pop up.

"Warning: Decontamination, toxins detected. Warning: Decontamination, area sealed," said a female computer voice as a second wall blocked off the area.

Through the small slit of a window, Mare Do Well and the Guard could see a green gas filling the room, and it was causing both Factory Guards and Alkatrot Prisoners to laugh like a pack of hyenas, their faces twisting into demonic grins before they fell to the floor, dead as a doornail.

"What is that stuff?" asked the guard.

"Chaos Toxin. Listen to me, anypony caught in that room is dead," said Mare Do Well.

"Are you going to get in there and help them, Mare Do Well?" asked the guard.

The only answer the guard got was the sound of Mare Do Well's grapple gun being fired as she ascended to an open vent. Swiftly spotting a side vent, Mare Do Well ripped off the cover and made her way along it. As she did so, Mare Do Well realized that Discord was putting in an awful lot of effort into escaping... too much effort.

This can't be just a simple escape attempt. Discord's been planning this, thought Mare Do Well as she kicked off the exit's vent cover and made her way onto a metal platform safely above the gas. There, she noticed that there were several fans dotted throughout the room.

There must be a way to activate them and clear out the gas, thought Mare Do Well as she activated her lenses' Detective Mode to help her see through the thick blanket of toxic gas.

After a few minutes of leaping from platform to platform, she found what she was looking for. Only problem was that it was on the other side of the room, within the cloud on Chaos Toxin.

Note to self: install gas filter inside of my mask. But, for now, a well-aimed Mare-Rang oughta power up the extractor, thought Mare Do Well.

With help from her Detective Mode, Mare Do Well managed to toss a Mare-Rang directly at the control panel, powering up the extractor, which in turn cleared out all the poison gas.

"Attention: Decontamination: air purity now at normal levels. Access is now permitted," the computer voice said as the two walls that had previously barred access opened up.

A moment later, Mare Do Well heard an all too familiar laugh. Looking down from where she was standing, the Dark Mare noticed a green arrow on the floor pointing out of the room.

So, Discord wants me to play cat and mouse... thought Mare Do Well as she jumped off the platform and followed the arrow.

…

As Mare Do Well followed the arrow she passed by a reception table where a phone rang.

“Yes what seems to be the problem sir and/or ma’am?”

“Y-yes I’d like to hear about my husband. Is Star Gazer okay?”

“Hmm… let me check…. I’m sorry ma’am, but your husband has been BRUTALLY murdered and his head removed… I’ll call you back when I find the rest of him! Toodles!” Discord’s twisted laughter was then heard over the intercom system. Mare Do Well did nothing but growl at the sound of the maniac gloating at having one of his henchponies tear apart a innocent guard.

As Mare Do Well moved passed the desk,  she discovered more arrows pointing in various directions, including in a circle. But, eventually, Mare Do Well found a large door with a big Discord face on it, along with the words “Boss Door” for some strange reason.

On the other side of it was none other than Discord, who was standing on top of a large containment cell.

"What took you so long?" demanded Discord.

In reply, Mare Do Well tossed a Mare-Rang at Discord, who ducked just in the nick of time.

"There's no escape, Discord! I will find you!" snarled Mare Do Well.

"Oh, I'm counting on it, just not yet!" said Discord, stomping one of his mismatched feet on the cell, causing the door to open.

Out of the cell emerged one of the most ugly creatures Mare Do Well had ever seen. It looked like it used to be a dragon, but now it was hideously deformed. Glowing green eyes leered at Mare Do Well as the beast grunted and snarled.

"Ooh, he's a big one!" giggled Discord as his monster jumped from its cell to engage Mare Do Well.

Mare Do Well gazed at the beast before her. This certainly wasn't going to be easy.

The monster let out a bellowing roar before charging full-on at Mare Do Well. Thinking fast, Mare Do Well tossed a Mare-Rang at the creature, disorienting it for the split-second the Caped Cavalier needed to jump out of the way. The freak of nature crashed into a nearby wall, which seemed to hurt it.

No doubt angered by this action, the brute turned to face Mare Do Well and growled angrily. It then picked up the body of a dead Factory Guard and threw it like a rag doll at Mare Do Well, who barely got out of the way in time.

That was when the fight came to an abrupt halt. The monster began to clutch its head and chest, stumbling back towards where Discord still stood on the cell, before falling to the ground, dead.

"Well, that was unexpected wasn't it?" said Discord, before shrugging. "Oh, well. Note to self: need stronger test subjects."

Discord then turned his attention to the triumphant Mare Do Well. "Since I'm feeling generous, I'll give you this one for free. Knock me off, I dare you. End this before it's too late, pull the plug, stop me once and for all!" he said, spreading his arms out wide.

Mare Do Well pulled out another Mare-Rang and was just about throw it when she stopped herself. Not even putting an end to Discord and his sick games was worth breaking her one and only rule: do not kill.

Discord saw this and laughed. "You're getting too predictable, Mary!" he said as the cell began to move backwards towards a very big set of doors. "Well, I'd love to stay and chat, but I've got a party to put together. I've got guests flying in from all over the Rainbow Factory! You'll see..."

On The Trail

Mare Do Well growled as the large doors in front of her shut tight. It was then that a voice called out to her.

"Quick, get in here! Before more of those things come!"

Mare Do Well looked and saw a battered Factory Guard gesturing to her. As she approached the guard, she said, "Discord went through that door. What's on the other side?"

"We call it Extreme Isolation. The only way inside is through the transport system," explained the guard.

"Can you open it?" asked Mare Do Well.

"Sure, I'll just need to call another cell."

As the guard worked on his task, he quickly found that there was a problem.

"Huh. That's weird. The main security loop is locked..." muttered the guard.

"Having a little trouble up there?" said an all-too-familiar voice.

Mare Do Well turned to face a nearby monitor, on which was the smiling form of Discord.

"Discord..." the Dark Mare growled.

"You were expecting maybe Nightmare Moon?" said Discord.

"There's no escape, Discord. I will find you," said Mare Do Well.

"Silly little pony! I don't want to escape! I'm having way too much fun! I even have you here to help keep a smile on my face!" said Discord.

"Not for long," growled Mare Do Well.

"Really? We'll see! Toodles! Oh, before I forget, in case you were thinking about following me, I've arranged a little insurance," said Discord, before adjusting the camera to show what was unmistakably a Factory Guard beating Applejack to the ground. "The cowpony is on her way to Pinkie as we speak!"

Mare Do Well's fists clenched up. She recognized that guard.

"Officer Holes," she growled.

Discord laughed. "If I see you trying to follow me, she dies! Pinkie's really looking forward to it! Maybe I'll film it and post it on the internet!" said Discord, before he started to laugh his head off and the feed ended.

The guard sighed. "Sorry, Mare Do Well. The main security loop is locked. The best I can do is open the door you came in," he said.

Mare Do Well nodded. Finding Discord and beating him senseless didn't matter right now. She needed to save Applejack

I should go back to the Holding Cells. Holes wasn't too bright. He'll have left a clue, thought Mare Do Well.

As Mare Do Well ran through the door, she was contacted by Apple Bloom.

"Mare Do Well! What's happening?" asked Foresight.

"Foresight, Discord escaped. He's sealed himself off. He's got your sister," said Mare Do Well.

"Applejack! If Ah weren't stuck in this here wheelchair, Ah'd be suitin' up and headin' over to the Factory right now!" said Foresight.

"I'm gonna get her back," said Mare Do Well.

"Ah know, but-"

"Foresight, I'm getting her back. Discord will not win. I won't let him. I'm starting where he was taken. A guard named Diggin' Holes attacked him. If I find Holes, I'll find your sister."

"Okay... Twilight, hurry, please."

As Mare Do Well ran down the hallways back towards where Discord broke loose, the insane draconequus himself appeared on the monitors.

"I bet you're wondering how I did it! Was it a clue that the Great Detective missed?" said Discord, laughing as Mare Do Well ran into a couple of his thugs. Discord continued as Mare Do Well bashed one of the thugs' heads in. "Oh, me and Digsy go way back. I got him out of a spot of... bother a few years ago. So, when I need security codes or a police commissioner clubbed to the ground, I know just the pony to ask."

Just as Discord finished speaking, the Dark Mare broke the arm of the second and last thug. Her foes beaten, Mare Do Well made it to the room where Applejack had been captured.

"Foresight, I'm at the Holding Cells, and I'm setting up a crime scene," said Mare Do Well.

"So, what's the plan? Isolate somethin' in that room unique to Holes?" asked Apple Bloom.

"Exactly," said Mare Do Well as she booted up her mask's Detective Mode and scanned the room.

Moments later, she found something: an empty flask of bourbon.

Sloppy. This should lead me right to Holes, thought Mare Do Well as she used her magic to calibrate her mask's scanner to trace the alcohol from the air.

"Foresight, I've got a trail," said Mare Do Well as her mask finished calibrating.

"That's great! You follow it. Ah'm pulling up every reference to the Rainbow Factory I can find. It might be useful later," said Foresight.

...

As Mare Do Well followed the whiskey trail, she came to the Secure Transit elevator, where a guard was trying to get the elevator to open.

"Stupid- unreliable- " growled the guard, before he turned to face Mare Do Well. "How did Discord get free?"

"Be quiet," said Mare Do Well. The trail was leading directly upwards, indicating that they'd taken the elevator.

But, before Mare Do Well could do anything, Pinkie Pie came down, landing smoothly on the pulley system.

"Nuh uh uh, MDW! Mr. D doesn't want you following us just yet!" said Pinkie, before she pressed the button on what was unmistakably a detonator.

Up above, a bomb exploded, sending the stuck elevator plummeting down towards Mare Do Well and the unsuspecting guard, while Pinkie got a breakneck ride upwards and onwards.

"Whee!" yelled Pinkie as she flew upwards.

"Look out!" yelled Mare Do Well, pushing the guard out of the way of the falling elevator. She herself barely got out of the way in time. A piece of shrapnel left a slash in her armor, leaving the flesh just above her right breast exposed.

As the dust cleared, Pinkie's voice rang out.

"How do you like that, MDW? Now you're trapped down there until me and Mr. D are ready for you! Ha ha ha!"

As Mare Do Well got up and looked around, she saw that the elevator was totaled.

If they took Applejack up to the surface in the elevator, then I'm going to have to do this the old fashioned way, thought Mare Do Well, using her grapple gun to ascend to the top of the elevator shaft.

As Mare Do Well climbed upwards, Discord's voice rang out over the loudspeakers.

“Hey, MARY! I know you can hear me with those pointy blue ears of yours. I’ve got a little something to show you!!! Pinkie and Digsy are nearly out of the building with the cowpony. But, how, oh, how are they going to get past all those guards? Let's have ourselves a little listen, shall we?"

Moments later, an unfamiliar voice came on over the loudspeakers.

"Hey, Holes, where you've been?" asked what Mare Do Well suspected was an unsuspecting factory guard.

"What're you all standing around here for? Discord's got more soldiers on the way! Come on, everypony cover the main entrance! Damn it, come on!" said the falsely panicked voice of Officer Holes.

"How many are there, Holes? Hold on a sec, how'd you know-?"

What followed later was a series of gunfire and cries for help. When everything got quiet again, Holes' voice came back on.

“Pinkie, it’s clear! Get your ass in here!” called Holes.

Pinkie’s voice then came over the loudspeakers. “You’re a real piece of work, Digsy. A filly could fall for a colt like you,” she said.

“Stop flirting with the hired help, Pinkie!” yelled Discord.

“Don’t worry, sweetie! You know I only have eyes for you!” replied Pinkie.

“Well, I don’t know about you, Mary, but I think Digsy’s working out just fine! Another valuable employee for the organization,” said Discord, before he giggled once again.

As Mare Do Well continued her ascent, something caught her eye: a strange symbol with bizarre markings around it.

Odd… what’s that doing here? thought Mare Do Well as she approached the symbol, scanning it with her mask’s lenses. Much to the Caped Cavalier’s surprise, the scribbles began to form some kind of message, which Mare Do Well began to read aloud.

“‘I am the spirit of Aurora Dawn. Through my actions, I have saved this accursed city, though my own curse is to forever remain in the shadows. My story is carved into the very soul of the Rainbow Factory, and will only be revealed to those dedicated enough to discover it,’” Mare Do Well read aloud. The egghead inside of her was quite intrigued, but that didn’t matter right now. She needed to find Applejack.

As the Dark Mare neared the end of her climb, she caught sight of four of Discord’s minions, who were standing over the body of yet another factory guard.

“The guards didn’t put up much of a fight,” one of the thugs commented.

“Discord was right! This is easy! Bring it on!” said another thug.

“Careful what you wish for,” said Mare Do Well as she climbed up onto the platform the goons were on.

“It’s the freak!” yelled one of the henchponies, before he and his friends ran at Mare Do Well.

Not even five minutes later, there were four unconscious Discord Followers with various broken bones lying on the ground.

“Mare Do Well! How’s it going? Any sign of mah big sister?” Apple Bloom asked over the comlink.

“Not yet, but I’m getting close. Pinkie Pie slowed me down. She dropped an elevator on me," said Mare Do Well.

"Did it work?" asked Foresight.

Mare Do Well chuckled. "Of course not. I'll keep following the trail and let you know when I find your sister," she said.

With that, Mare Do Well tried to proceed through the door leading onward, only to find it locked. Luckily, there was a conveniently placed vent. Ripping the cover off, Mare Do Well entered the vent. As she made her way along, the Dark Mare heard what sounded like gunshots. When she reached the end of the vent, she had no choice but to watch as armed Discord Followers advanced on an injured guard.

"Please! You don't have to do this! I have a foal!" the guard whimpered.

"You're right. I don't have to do anything," said one of the followers, before pumping the guard's guts full of lead. "I just want to." The goon turned to face his comrades. "Alright, you guys know what to do. Anything moves, shoot it!"

Mare Do Well activated her comlink. "Foresight, it looks like Discord's minions have taken control of the cell transfer corridor," she said as she carefully removed the vent cover.

"That's not good. Ah've patched into tah guards' radio feed. It looks like Discord's goons got themselves some firepower," said Foresight.

Mare Do Well frowned. If only she'd brought that Disruptor she'd aquired a few years back. And the Shock Gloves. And all the other nifty toys she'd gotten that Hearth's Warming Eve. But, for now, she'd have to simply adjust her mask's vision mode to isolate armed henchponies. Once that was done, she aimed her grapple gun at a stone gargoyle and fired, pulling herself safely onto a platform directly over the Discord Followers' heads.

"So... is Mare Do Well really coming this way?" one of the thugs asked.

Another scoffed. "Who cares? She sticks her fedora-wearing head in here, she's dead!" he said.

No sooner had the Follower said this than did Mare Do Well put the goon in a sleeper hold, rendering the pony unconscious, before she quickly did the same to the other two thugs.

With all three thugs knocked out, Mare Do Well quickly discovered that the bulkhead door leading onward had been blocked off. Looking around, Mare Do Well noticed that a side door was open. As she made her way up a short flight of stairs, the Dark Mare heard voices.

"The guys are just finishing up now, boss. Those factory chumps never stood a chance," said what had to be a Discord Follower.

"Good! Our friendly neighborhood mystery is on her way there. You'll need to set a trap! A good one, mind you. I'd really hate to have to punish your family just to teach you a lesson," said Discord.

"But, boss!" protested the goon.

"But nothing! You do as I-" said Discord, before the henchpony he was talking to found himself in a sleeper hold. "Oh, look who it is! Are your pointy ears burning? Well, I suppose I'd better tell my boys you're on the way... hey, maybe I won't ! It'll make a nice surprise!"

Mare Do Well scowled as she ripped off a nearby vent cover. As Mare Do Well made her way through the vent, she heard Discord's voice again.

"Hey, kiddies! It's your Uncle Discord here with a quick update on what's new in the Rainbow Factory! I have just been informed that we have an escaped patient! Apparently, this patient seems to enjoy leaving perfectly good henchponies with multiple broken bones miles from the nearest emergency room. She must be stopped, before she gets someone hurt!” said Discord, before he giggled.

Mare Do Well growled as she finally found the exit vent and kicked it open quietly as she was above ground a good distance and there were thugs nearby. She softly landed behind one and smothered him to submission. Quietly moving along she did the same to another thug before she shot a grapnel hook to a nearby gargoyle. Looking down she saw that a thug was all by himself and soon she took flight. Knocking him down and then punching him in… best left to the imagination but the point is he wasn’t getting back up.

Discord's voice once again rang out over the loudspeakers. "Did you really think it was going to be that easy? I've sent a few more of my boys your way. Let's see how you deal with these odds!"

At that moment, the Caped Cavalier heard a voice call out, "Discord wants Mare Do Well found! Spread out!"

Damn,thought Mare Do Well, quickly using her grapple gun to ascend to nearby gargoyle before the goons saw her.

As the thugs moved about below her, Mare Do Well activated her Detective Mode. After waiting patiently for a moment, Mare Do Well finally managed to spot a Discord Follower on his own, and luckily enough, directly in front of her perch. Jumping off, Mare Do Well spread out her cape to control her decent and kicked the goon, knocking him down before slamming his head into the ground, knocking the lowlife out cold, before grappling up to different gargoyle.

It wasn't long, however, before another one of Discord's minions found the unconscious body, and called out to the other guy.

"Come on! Wake up!" hissed the goon, before he found himself in a sleeper hold, courtesy of Mare Do Well.

The last thug was also rendered unconscious by the Dark Mare, and Discord wasn't too happy about it.

"How could you? They were just like family! Boo hoo hoo hoo heh ha ha ha ha!" the monster laughed.

As Mare Do Well made her way to the exit, she saw that a gurney was placed in front of the door, and strapped to it was none other than Holes himself, dead as a doornail.

Well, guess that trail ends here, thought Mare Do Well, before a loud crackling sound echoed through her comms channel.

"-Can you hear me, Mare Do Well? I know you can. It is I, the Great and Powerful Trixie, the Puzzler, and more importantly, your intellectual superior. My genius has allowed me to hack into your primitive communications," boasted The Puzzler as Mare Do Well tried to pinpoit her location, but with no success. "My goal is simple: you complete a series of amusingly taxing challenges, and... well, you'll see. Are you ready for your first one?"

"Fine, whatever, just make it quick. I have more important things to do than play games with you, Trixie," grumbled Mare Do Well.

"Good! But, I'd be careful. Don't CUT yourself on this SHARPLY observed portrait,"said Trixie.

After looking around for a moment, Mare Do Well saw a painting of Warden Sharp, and scanned it.

"Well done! I would've expected a mere foal to work that one out, let alone the World's Greatest Detective," said Trixie.

Mare Do Well was just about to say something when a nearby door opened and a guard called out to her. As she approached him, the guard explained what had happened.

"It was a massacre. Holes came in and started shouting about Discord's army coming through the main gate," he said.

"Was Holes alone?" asked Mare Do Well.

"Thought he was. But, then I saw Pinkie Pie standing behind him. She was surrounded by Alkatrot Prisoners. They were just killing everyone in the room. I had no choice, I grabbed North Star in here and blocked the door... but, I could see everything on the security feed," said the guard.

"Holes is dead. It looks like they carried on without him. He must've outlived his usefulness," said Mare Do Well.

"Good! He was scum."

As the guard attended to his fallen comrade, Mare Do Well moved past him and into the hallway. But, she didn't get too far when...

"You know, I've always said that news reporters were bloodsuckers," said Trixie over the coms.

Not even a moment later, a nearby radio began making a news report. "We interrupt our regular program to bring you an update on the situation on Factory Island. Here's VampDash with the story," said the news anchor.

"This is VampDash, reporting live from the Manehattan bay. The Rainbow Factory remains under lockdown, as inmates from Alkatrot are running uncheck throughout the entire facility. Just six minutes ago, we received this taped message," said a young stallion with an east coast accent.

"Greetings, Manhattan! This is the voice of your new master! Oh, damn, I skipped a bit... let's see here... ah! Here we are!" said Discord, before he cleared his throat. "Greetings, Manhattan! Discord here! I've taken control of the Rainbow Factory, and you can all consider the island out of bounds! If I see so much as a twinkle from a lawman's badge or hear a swish of some tight-wearing do-gooder's cape, I'll start detonating random bombs all around Manehattan. Unfortunately, I don't exactly remember where I left them. A billionaire's mansion? The house of a political figure? Who knows?!"

VampDash returned as Mare Do Well scanned the radio. "The police have restricted all access to the Rainbow Factory, and early reports suggest that Mare Do Well herself is trapped on the island. More on this story as it develops,"

But, by the time the report finished, Mare Do Well had already left the room, and was already crawling through a vent shaft leading out of the Intensive Treatment building.

Paging Dr. Mare Do Well

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Fear The Beast

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Discord's Plan

Something has gone wrong. We don't seem to have an archived copy of that chapter.