It was a bright sunny day. Lily Mist the white pegasus filly was still in bed. Her clock was on the wall, ticking away. Suddenly, it clicked 11:00.

"Lily Mist! Lily, your flight exams are today!" Lily Mist's mother called out. Lily awoke with a start.

"Oh gosh! I almost forgot!" Lily mist hurried out of her room and without eating breakfast she raced past her mother and through the front door. Lily ran as fast as she could towards her school, she would usually have flied but this time she had to keep her wings rested. It was her big day after all. She hurried to get to her school, near where the flight exams were taking place.

"Thunder Wave!" Lily called to her friend.

"Oh Lily Mist, I thought you were going to be late" Thunder Wave turned around to see Lily running up to him.

"For our flight test? Never!!!" answered Lily.

"Well let's hurry then" answered Thunder. Lily and Thunder hurried to join the rest of their classmates at the flight exams. They saw their friends, Daisy and Hornet standing together to wait for their turns. Daisy and Hornet passed their tests perfectly, now it was Lily Mist's turn.

"Lily Mist, you're next" called the judge. Lily walked up to the top cloud and opened her wings, preparing to fly.

"One... Two... Three... GO!!!" the judge called. Lily flew as fast as she could, she dodged obstacles, she flew through cloud hoops. It was perfect, until she crashed. Lily didn't see the side of the cloud hoop until it was way too late. She fell to the ground, covered in cloud.

"Ohhh" she groaned. Thunder Wave was next, though he had fallen because he had gotten distracted by the scream of a unicorn mare as a derpy pegasus mare dropped an anvil on her. Even though it was Derpy's fault the judges still disqualified Thunder Wave.

"Well great, now we both get to lose" muttered Lily Mist.

"Yeah, but it's not THAT bad is it" Thunder Wave still seemed happy.

"Where are we going anyway?" asked Lily.

"I don't know but it should be cool" answered Thunder.

It was getting to the afternoon as the carriage that Lily and Thunder were in stopped. The carriage pony told them to get out and the two foals hopped out of the carriage. When they got out they noticed the giant amass of clouds in front of them. The bottom ones were silky white but the top ones were pitch black.

"Why is the top black?" asked Lily.

"I dunno, probably where they make thunder" answered the carriage pony.

"Calm down Lily, you're just being a scaredy cat" Thunder rolled his eyes.

"Better to be safe then sorry" Lily growled.

"What's there to be sorry about?" asked Thunder.

"I don't know, I just have a bad feeling, that's all" answered Lily.

"Alright you two, into the factory" the carriage pony growled.

"No need to get your tail in a knot, we're going" answered Lily, walking up to the door. Her and Thunder opened up the door. Immediately they were greeted by a dark red pegasus stallion with a black mane and a white lab coat.

"Ah, foals, come this way" he said, motioning to the hall behind him. Lily and Thunder followed him, they weren't quite sure where they were going, but it couldn't be that bad. They were lead up some cloud stairs to the upper part of the factory, as the stairs got higher the clouds went darker. Lily wasn't quite sure about the factory, it scared her.

"Hey, Thunder? I'm scared, I don't know why though..." Lily whispered to her friend.

"It's fine Lily, all the're gonna do is give us free candy and let us leave" answered Thunder.

"Are you joking?" asked Lily. "Yeah, but whatever it is it can't be that bad" answered Thunder.

The two foals finally came to a large room. There was a door there. "Staff Only" said a sign hanging from the door.

"In here, oh, by the way, I'm Dr Atmosphere" the red pony introduced himself.

"Why are we here?" asked Lily.

"Why, to help us make rainbows of course, this IS the Weather Factory" answered Dr Atmosphere.

"Weather Factory?" Lily echoed.

"Yes, though this top part is only really used for making Rainbows. So it's really a RAINBOW Factory" answered Dr Atmosphere.

"Why is it so dark then?" asked Lily. "You'll find out soon enough" Dr Atmosphere smirked.

He opened up the door and immediately Lily and Thunder were greeted by screaming. Lily shivered.

"So, how do we make rainbow?" asked Thunder.

"Simple, see that machine?" Dr Atmosphere pointed to a large machine. Lily saw that it had long pipes running along the sides of it.

"Yeah" answered Thunder. Suddenly, Dr Atmosphere pushed Lily and Thunder into a steel cage. It had blood stained steel bars. Lily really did wonder why it was stained with blood.

"This doesn't explain the rainbows!" Thunder exclaimed angrily.

"Well, just watch" said Dr Atmosphere, pulling a lever. Chains fell down from the roof and landed around the filly next to Lily. They swung underneath her legs and around her belly, lifting her up to the top of the machine. The filly screamed as the chains lead her up to a wooden board, held up by a piece of long, thin metal. The chains strapped her to the board tightly, only the bottoms of her back legs and her head could move.

"Help! Help me!!!" screamed the filly. A small, sharp, knife, possibly a scalpel but from the distance Lily was she couldn't tell, appeared in front of the filly. It was attached to a piece of thin metal, that was loosely attached to other pieces so it could move. Lily ducked down and froze in terror, closing her eyes. She heard the other filly let out a high pitched scream. The filly kicked her back leg and went still. Lily started shivering, crouched on the floor.

"Thunder, we're going to die" she whimpered.

"No we're not, we're going to get out of here"

"But how? You saw what happened to that other foal, she's dead now..." Lily cried. She looked up and saw that a long tube was sucking all the blood from the wound in the filly's throat. The filly seemed to be going grey, like it wasn't just the blood that the tube was taking. Lily noticed that the pipes on the side of the machine had bright colours flowing out of them, orange, yellow, red, turquoise, just like the colours of the filly. The chains that held the filly to the board loosened and the fell, head first, into the base of the machine. The machine started making a crackling noise, like fire and Lily backed away.

"How can they bare to do this job!?" Lily muttered.

"How can we bare it? It's not that hard" a cream pegasus mare with a green and yellow mane walked up to Lily and Thunder.

"All we need to do is pull some levers and each of us only needs to pull one or two and then somepony we don't know dies. The only reason it would be hard would be if the machine malufunctioned, which it doesn't, Dr Atmosphere takes care of that" the pegasus smiled.

"I mean, how can you bare to kill ponies like this!?" Lily growled.

"Easy" the cream pegasus answered as a filly's scream rung through the whole factory. The pegasus mare looked up and didn't even cringe as the filly stopped breathing.

"As I said, easy" she said, looking Lily straight in the eye. Lily just growled.

"So, do you want to see just how hard it really is?" the cream pegasus smiled.

"What?" Lily crouched down, feeling it wasn't good. "If you want to know, just get a job here. All you have to do is learn how to fly properley, and do what we say, no matter what we tell you to do" the pegasus mare smiled.

"No! I'd rather die then work for you!" Lily shouted.

"Fine, have it your way" the cream pegasus grinned evily and stepped back a few steps, pulling a lever behind her. Lily gulped.

"What?" she muttered. She looked up, seeing the chains from the roof shooting down towards her. In three seconds they would reach her. Lily screamed, but suddenly Thunder knocked into her, pushing her out of the way. Lily quickly pushed herself up from the floor and turned to Thunder Wave. She gasped when she saw that he had his back hoof caught on one of the chains and he was being pulled up above the cage. Lily quickly jumped up and grabbed his front hoof, pulling Thunder down.

"Fine, you'll die anyway, just not now" the cream pegasus scowled. "Oh, and you can call me Glaze, not that it matters, you're just failures" she added, walking away.

"Wait! What did we do that's anyworse then what you've done!?" Lily called. Glaze turned around.

"What you've done is you've failed your flight exams and CloudsDale!" she answered.

"What!? Does that mean we deserve to die!?" Lily shouted.

"Well, somepony needs to die if we want rainbows!" answered Glaze.

"What!?" shouted Lily. Glaze ignored her and walked away.

"LILY! GET UP!!! DON'T GIVE UP!!!" Lily heard Thunder shouting at her and looked up.

"Why? It's not like we're going to escape" she answered. Thunder gave her an annoyed look.

"Oh Lily, you don't get it, I know how to escape"

"How?

"When they open the cage doors again we run out"

"If we do that they'll just catch us" answered Lily. Thunder Wave sat down and started muttering curses while Lily decided to see if there was another way out. The bars at the top of the cage only opened if a pony was being pulled up, so they couldn't escape out of there. She decided to try Thunder's idea. After twenty minutes more ponies were pushed in, five colts and four fillies. The two colts and three fillies in the cage moved away. Lily and Thunder watched as the others were pushed into the cage beside her. Lily looked up as one of the colts already in the cage was pulled up by the machine.

"Quickly! Run through the cage door!" he yelled as he was strapped down tight onto a wooden board. Lily went to run but suddenly she stopped, and turned around.

"I won't go without you!" she shouted, flying into the top of the cage. She kept slamming into it for five seconds before it shook and opened up. She flew right up to the colt and tried to untie him but there wasn't much time. She grabbed at the chains and tried to pull them away as fast as she could but it wasn't working. She started to slip away from the board and quickly grabbed a chain, pulling herself back up.

"Uh, could you hurry, please?" the colt shivered.

"Sorry! These are really tight!" Lily pulled desperatley, but it wasn't working. She tried to make a grab at a chain but she missed and fell to the floor. She was about to fly back up but it was too late. The colt gasped and went silent. Lily looked back at the others, they hadn't succeeded in escaping and were back in the cage. Suddenly, somepony grabbed her by the mane and dragged her back into the cage. "Hey!!!" Lily exclaimed as she was chucked onto the ground. She looked up at the pony who had pushed her in and growled when she saw who it was.

"Glaze..." she muttered.

"Stay in your cage! Okay?" Glaze said sternly, closing the door. She walked away muttering something. Lily was now ready to just about give up. Nothing was working. Thunder came up and nudged Lily.

"Lily, we're not going to escape if you sit around and moan all day" he told her.

"Thunder, this time there really is no escape. I've tried your idea and it didn't work" Lily stared at the ground.

"Lily, c'mon. You almost escaped before, let's try that again" Thunder tried to get Lily to at least look at him but she looked away.

"No, somepony has to die that way" she answered sternly. Thunder stared at Lily in annoyance.

"Get up and stop being lazy, you just can't be bothered" he muttered. It worked, Lily looked up in anger.

"You think I want us all to die!?" she exclaimed. Thunder turned around, smiling. Lily realized he was trying to anger her and turned away. Thunder nudged Lily back up, telling her to hurry. Another pony was pulled up by the machine and Lily opened her wings, flying up through the top of the cage. Luckily, this time Thunder had managed to join her and they worked to untie the filly. It wasn't working very well though, as soon as they grabbed one chain they got tangled in another. The filly they were trying to help kicked her back legs in an attempt to break free. Glaze growled. "GET.THEM.OUT.OF.HERE.NOW!!!!" she shouted. Lily desperatley tried to free herself from some chains she had accidently tangled around herself. Two pegasus mares, one blue with a rainbow mane and the other light yellow with a pink mane, flew up towards Lily Mist and Thunder Wave.

"Thunder, the're coming!" Lily Mist yelled.

"Wait, I think I can just get this off and..." Thunder continued to untangle the chains. Lily climbed to the top of the board and grabbed the filly that was chained by the head, pulling her up. Suddenly, the rainbow maned pegasus knocked into Thunder. He fell to the ground looking, up at Lily, who was trying to kick away the light yellow pegasus.

"I CAN'T SEE WITH YOU IN THE WAY FLUTTERSHY!" Glaze shouted. The light yellow pegasus called Fluttershy slammed into Lily, knocking her down. Lily quickly opened her wings, stopping just before she hit the ground. Lily quickly tried to fly back up but she realized she had fallen back into the giant cage. Thunder was also there, trapped.

"It's no use..." Lily muttered. Thunder looked up at the top of the cage, it was no longer stained, somepony had changed it. Glaze walked up to the cage.

"If you try that stunt again it won't work. This time you won't have any reaction time to fly up, the victim will be out of the cage before you can turn around" she stared at Lily, watching her closely. "Oh, and I think you'd like to know, you broke the machine, so, prepare for some screaming" Glaze walked away from the cage.

"WHAT THE HELL IS SHE ON ABOUT!?" growled Lily Mist. Thunder stared at her in a "you don't get it?" way. He pointed up to the top of the machine.

"Lily, you know how when you pulled that chain you accidently injured that fily just a tiny bit?" Thunder looked Lily in the eye.

"Yeah..." Lily turned her head.

"Well, I don't think they care if she's actually alive or not. As long as they can take her blood..." Thunder looked up as screams echoed through the whole room.

Author's Note

This isn't finished... So just wait little ponies, will the random filly that's alive survive? You'll have to wait! Pinkie Smile HD face