The Rainbow Factory: Fall from Grace

by NightmareTRXY32

Rating: teen
Tags: Sad, Romance, Princess Luna, Thriller, Trixie, Tragedy, Derpy Hooves, Princess Celestia, Main 6, Gore, My Little Pony: Friendship is Magic, Dark
Length: 13944

The rainbow factory comes under new management, Somepony from Twilight's past comes back for payback too. Im making this a spin off Rather than a sequel to RF. I dont agree with the way RD's Character was portrayed, too OOC to me.

IN the Rainbow Factory where not a single soul gets through, one soul actually manages to break out of the building and warn Twilight and another Princess as to the goings on there.

Im reworking this as a Spin off and not a sequel. It'll stay on cancelled until i get all my edits done. be warned, there will be blood and gore, hence the tags. Took the advice of someone on here that suggested it and they are right in that regard. Its better off as a Spin off.

Its 12am as im typing this. -__-

Published 2016-02-19 05:20:01 UTC
Last updated 2016-09-16 06:30:33 UTC

Ascension

FINALLY. HAHAHA! I finally found where you hid my amulet Celestia. NOW ALL SHALL KNOW THE TRUE POWER OF THE GREAT AND POWERFUL QUEEN REGENT TRIXIE!! AAHAHAHAHAHAHAHAH!!.

Trixie had finally one upped twilight this time around. She had bested Trixie two times before. First with the Ursa Incident, and again during their 2nd magic duel. But this time would be different. This time it would be Trixie who comes out on top. And it would be Trixie that would force Celestia to step down from power and install her as Queen Regent of the Realm. OR so she continued to think. Trixie forget that with the Alicorn Amulet, its power also corrupted its user. She had tried friendship, it didnt suit her interests at all. She needed to time things just right as to not let them suspect what she was planning.

Entry 3: Twilight. I need to make her understand why i did what i did to Scootaloo. She just wont stop glaring at me. i.. i.. I cant that look much longer. She has to realize i still love her. I'd never do anything to her, why Celestia, WHY DID YOU PUT ME IN THIS POSITION? This place is killing me inside. Its like my soul is being devoured on a daily basis, to the point where all i am is a empty shell of a mare. I hate you... I HATE YOU CELESTIA. YOU HERE ME?? I HATE YOU!!!!!!!!!!!!!!!!!

Trixie's Office at the Factory

Trixie was just coming out to the reception room when she saw Twilight, Luna, and a grey mailmare standing at the enterance to the Factory. Well well, she thought to herself. If it isnt that insignificant bookworm and Princess of the Night. This might be easier than i thought She could tell that hadnt noticed her presence as of yet. And that they were chastising Rainbow Dash for some reason. Then around the corner came Celestia.

" Luna, Twilight, what are you both doing here?", the Princess asked with some concern. Had they found out what goes on here Celestia thought for a moment. And if so, how could she explain it without sounding soulless. Then it hit her, did they know what she had done for TRIXIE?! And if so, how would if affect Twilight given those' twos' history together.

Entry 4: Twilight, why.. why did you have to come here of all places. I never wanted you to see what goes on here. I know what you'd think of me if you found out that your former mentor was responsible for a Nightmare like this. Of what this place represents and the activities that go on in the bowls of this Factory. why.. why did you have to drag my only sister into this investigation of yours. I hope that one day you can forgive me for hiding this from you. I love you like a daughter Twilight. I never wanted to hurt you like this.

Entry 5: Celestia... What drove you to create this place my sister? How long have you hidden this from me? I can't imagine the horrors that go on here. If the rumors ive heard since my return were true, then seeing where the colors for the rainbows dsigusts me more than anything else. OF the the horrors i commited during my time as Nightmare Moon, for my own flesh and blood, my own sister to have commissioned a facility like this, tis unimaginable. I can never forgive you for this travesty you've commited against our subjects Celestia, never.

Celestia could tell by the look on Twilight's face that she'd never forgive Celestia for hiding this from her. Not even a thousand years would come close to her forgiving her former mentor. Twilight just stood there with the most wounded look on her face. it was too much for Rainbow Dash to handle. The cyan colored pegasus flexed her wings and flew off as fast as she could, leaving the others in shock, especially Celestia.

"RAINBOW DASH GET BACK HERE!" Celestia shouted in a Canterlot voice.

Rainbow Dash ignored her and kept flying. Twilight then stretched out her wings, and proceeded to give chase. It didnt take her long to catch up to Rainbow Dash, as the Pegasus had landed on a white cloud and had the most heart broken look on her face. She had a journal open and was writing something in it. Rainbow Dash looked at Twilight and handed her the book. Apparently Dash had hidden the book here as means to keep track of what was happening to her, and a daily log of the goings on at the Factory.

Twilight couldnt believe what she was reading. She also couldnt help but feel bad for immidiately judging Rainbow Dash without letting her tell her side of the story. She kept reading.

Entry 5 of Rainbow Dash's Journal: I hate myself, i hate myself for what i did to Scootaloo, and i hate myself for not telling Twilight. I dont want her to think im a monster. She's the only other mare ive ever truly loved. i dont want to lose her because of this. Dam you Celestia I want you to rot in Tartarus for creating that Nightmare of a Factory. Did you ever think that no one would find out about it? Did you even realize that Scootaloo wasnt just another failed pegasi, but that she was also my friend, adopted sister, and my adopted daugther?? DID YOU EVER THINK OF THAT???

Twilight walked over to where Rainbow Dash was sitting on the cloud, and hugged her.

"Why didn't you just come to me, dear?" she said with no traces of anger.

"I wouldnt of ignored you like you were thinking Rainbow," Twilight told her Pegasus marefriend.

"I wasnt sure if you'd listen," Rainbow Dash expressed herself to Twi.

"Why would't i?" Twily looked at Rainbow Dash, somewhat puzzled.

"Maybe i jumped the gun a bit in think that, I just didn't know where else to turn Twilight," Rainbow almost cried as she said this to her 'friend'.

Twilight could tell that it was hard for her to let the words she wanted to say, flow from her lips. Twilight convinced her to come back to the Facility and to let Luna see the Journal that RD had been keeping. Rainbow Dash dried the tears from her face and returned with Twilight to face the music.

Entry #6 of Rainbow Dash's Journal : Celestia forgave me for running off like that. Verbally she did. But I can't face Scootaloo, not now. Not after what i tried to do to her. I was tasked with Running the Facility for the longest time, and when i found out she had failed the flight test, failed me, i was utterly broken inside. In end though, according to Twilight's reasoning, i made the correct moral choice. I was almost ready to throw myself into one of those god forsaken machines, just to end it all. I.... almost killed my own 'sister'. How in Celestia's name am i expected to go back to acting like nothing really happened. And now Trixie is in Charge. hehe, at least now if someone screws up its on her.
No. I need to see Scootaloo, i need her to know how much it killed me inside to be forced to do that to her.

The song in her head kept repeating itself over and over. It was the same song she heard in her nightmares.

The tears of the broken was away my soul.
I stoked the fire
seen more than you know
pushed by desire
to were my stream will flow
i do my best to block out the screams...

Rainbow Dash looked around until she found Scootaloo at the CMC's clubhouse. Sweetie belle and Applebloom were helping her recover, when they heard something outside. They looked out to see Rainbow Dash by the railing, crying. They turned around and told Scootaloo that RD was outside, and she looked really sad. Scootaloo got up and went outside to confront her 'idol'. What she saw surprised her. RD was indeed crying, and talking to herself, while Scootaloo just watched her. She could make out the words, while trying to keep RD from seeing her fully.

I stoked the fire
Seen more than you know
Pushed by Desire
To where my stream will flow
My life is not as if seems
should i take my chances at freedom
throw my transgressions away
should i block out the screams
that are haunting me in my dreams

"Rai... Rainbow Dash?," She turned to see Scootaloo sitting next to her. Scoots had the most sorrowful, yet forgiving look RD had ever seen. Scootaloo put her hooves around RD's waist and hugged as tight as she could.

"Scoots..", RD trailed off, she turned around and hugged her 'sister' back. She knew she could never truly do anything to hurt her.

Rainbow Dash's Journal Entry 6: I am never abandoning her. Not now, not ever. I dont care anymore if she fails her Flight Test. I know she gave it her best. All that she can do is take the time to get better and take it again later down the road. Because in the end she's my 'sister' and you never abandon family.

Now Ive Awoken
And im Taking back Control
Friendship surrounds me
Now i'm becoming a part of you.....

Back in Canterlot Twilight went to go visit Trixie in her new 'accomodations'. When she entered the Prison Trixie's cell was the third one from the door. It had been modified to emit an anti magic field that speficly prevented Trixie from using magic, and had been created by Twilight in those regards. As she stood at the enterance to the cell Trixie turned to see her rival glaring at her. Twilight's eyes shone at her like 2 lavender tinted daggers. As Trixie stared back she started to feel something around her neck. A purple and black aura formed and she started to feel light headed. She came to the shocking realization that Twilight was using her magic to choke the life from her.

As Trixie blacked out, Twilight released the spell and let the Azure coated mare fall to the floor. As the purple Alicorn walked away, she turned back and spat something at Trixie.

" Your'e lucky i'm not as sadistic as somepony like Sombra, or you'd be dead right now." She spat those words as she walked away from the Prison cell. Twilight had nearly been tricked into falling in love with Sombra several years ago and it almost cost her everything she held dear. She nearly killed the ones she loved because she blinded by the false devotion the tyrant had shown her. Before she left the prison block another 'inmate' taunted her for being lenient on Trixie.

" For all the magic you put into that, your'e still just a timid little do gooder," the voice had a slight droning sound to it. She turned to look Queen Chrysalis right in the muzzle. She had no idea that only months ago Princess Luna had tracked down the CHangeling Queen and arrested her for crimes against the ponies of Equestria. It had been almost 7 or more years since the Changeling invasion during Cadence and Shining Armor's wedding. Twilight just stared at her.

The Changeling Queen looked... broken, disheveled, almost beaten down. The luster in her mint green mane was gone and looked almost sickly. Twilight also noticed that her frame was thinner, with her rib cage nearly showing. For the first time ever Twilight truly felt sorry for Chrysalis. Her empire was now without a ruler for the first time in over century. Not much was known about the Hive. The few expeditions that had sent over the course of 4 decades had never returned. As the queen turned back to stare the purple alicorn down, she saw that Twilight had extended her hoof and placed it through the bars of the cell. Chrysalis wasn't sure what it ment, but she decided to put her left hoof forward and touch Twilight's.

Twilight gave an order to the Guard monitoring to let her in there to inspect the prisoner, and the stallion hesitantly replied by openning the cell door. Twilight stepped in , and kissed Chryalis on the mouth. The queen could feel the love radiate out from Twilight and fill her every pore. She locked one hoof around Twilight's neck and held her in the embrace for a bit longer before finally letting go.

"I hope that was enough to last you," Twilight said as she looked lovingly at Chrysalis.

" Yes, i believe it will," The Queen raptured, " but why Twilight? I thought you despised me for what i did to your brother." Chrysalis mused as Twilight walked back out of the cell.

"Because, i'm not really mad at you for that, in fact i think soon after i secretly fell in love with you." The Purple alicorn smirked as she walked away. She knew she'd be back soon to give 'Chryssi' some more affection. Chrysalis couldn't believe what she heard. Twilight Sparkle was in love with me? As strange as that sounded to her, it did bring a soft smile to her face.

Author's Note

This is a work progress atm , trying to do the best i can with it. I added some more context in the first chapter if anyone wants to check that out. I have an interesting premise in this story that i hope will surprise everyone at the end.

Confrontation

In the Rainbow Factory
Where not a single soul gets through
IN the Rainbow Factory

Deep in the pages of history
Hides the secrets of a mystery
You dont even deserve those wings you wear
Now accept your fate and Die in the Pegasus Device.....

IN the Rainbow factory
WHere Failures pay their toll
Now i've awoken
and im taking back CONTROL....

A few Hours before Trixie's Arrest

She had been waiting for a moment like this ever since the two of them had crosses paths again years ago. Twilight had bested Trixie in the past, but this time would be different. At least in Trixies mind it would be. She didn't take into account the fact that Twilight was an Alicorn, let alone the Element of Magic. The Alicorn Amulet wasn't crafted to taken in to account the opponents natural magic skills if they were an Alicorn. It was created by a powerful Unicorn, hence it left Trixie at a disadvantage now.

Trixie could take anything Twilight Threw at her now. She not only was an alicorn now, she also had the Alicorn amulet back in her possession. She decided now was the time to crush the competition once and for all. She walked around the corner of the Building and made her presence know to all. Twilight stared in disbelief. HOW WAS TRIXIE AN ALICORN!?!?! Then it hit her like a brick. Celestia must of done this. Maybe she got tricked into thinking Trixie had wanted to change. Then Twi saw the amulet and it all made sense to her. She had tricked Celestia so she get the amulet back. That mare never learns apparently.

You think you so perfect you little bookworm. I'll show you who's better Twilight, I'll have you groveling at my knees, throwing yourself at me for mercy. The only mercy you'll see is from the bars of the Canterlot Prison cells.

Celestia realized she'd have to explain to Twilight why she did what she did for Trixie, The goddess of the sun truly thought that Trixie could be reformed. Some mares are just beyond redemption. Celestia came to that dark realization as Trixie stood there boasting about how she'd make little Twily suffer. Before the Princess could say anything, Trixie teleported out of the capitol, and flew back to the Rainbow Factory and get this over with. Twilight had already gotten there ahead of her.

Near Ponyville

While this was going on , RD was still with Scootaloo. her flight test was in another week so RD did everything she could to get her 'sister' and friend ready for what could be expected. Scootaloo's wings had grown a bit longer than they were before. She flapped them as hard as she could and was airborne in no time. She spun clouds, and did evverything Rainbow Dash had taught her. When they were taking a break, Rainbow Dash left to get check on Twilight. When she finally reached Cloudsdale, she saw Twilight and Trixie locking horns. This was it she thought. There's no way Trixie can fight Twilight and win, even with the Alicorn Amulet powering her right now. Twilight still had more Magic than Trixie did as an Alicorn.

The Battle became an airborne magic battle in seconds. Each were exchanging shots with the other and showing no sign of slowing down. It was ungodly how they were faring against each other. It was like watching two titans square off with the amount of energy each was putting off right now. Rainbow Dash hid behind a cloud to observe. She didnt want Twilight to see her and get distracted. Trixie would of used something like to her advantage if it came down to it. As they were fighting Rainbow Dash couldnt help but secretly cheer for Twilight. After all she was her marefriend.

Your so hypnotizing
your not likek the others
they dont understand you
your from another world
Im ready to go , lead me into the light
Your kiss is toxic
Like a poison
Your kiss is cosmic
Kiss me Kiss me
Wanna be a victim
Ready for abduction

That's how Rainbow Dash felt when she was near, or with Twilight. It was like being in a whole other world when they were together. She felt like Twi's kisses were toxic, like her love was infectious. It was almost supernatural in the way she walked when they were around each other. None of their other friends were sure how to take it. Applejack put her hoove to her face once when they had been caught kissing on Hearts and Hooves day. Fluttershy fainted when she saw them kiss. Pinkie's jaw hit the floor when she caught them in the act during one of her parties. Rarity nearly threw up that same day. She was with AJ when they saw the two of them lock lips. Rarity also nearly fainted as well. Kissing in public was something she was strictly against when it came to whomever she cared about. That somepony just happened to be the one next to her. But nopony else knew that her and AJ were dating.

That was something that they deemed private and no pony else's business. Not even their friends.

Rainbow had gotten a song by Katy Pony stuck in her head. It always happened when she was with Twilight. the melody just carried both of them away. Rainbow of course claimed that she couldn't stand anything 'girly' for too long. But there was something about that song that just made her melt everytime her and Twilight were together. She didn't have a care in the world when they were around each other. The love she felt could be overpowering at times but she didn't care. Just as long she found a way to make her mare friend feel blissfully happy, she didn't really care. As much as she denied it, she still couldnt get that god forsaken song out of her head, and she really didn't want to.

What cause have I to feel glad?
I've built my life on judgement and causing pain
I don't know those eyes I see in the bloodstained chrome
Now everything that I've had
And everything I've known have been thrown away;
And with time, I've come to find this isn't my home

I've stoked the fire
Seen more pain than you can know
The tears of the broken have washed away my soul
Pushed by desire
To change the way my stream will flow
Now I've awoken, and I'm taking back control

I try my best to block out the screams
But they're haunting me in my dreams
Please, break my shackles,
I want it to stop

I stallion these wretched machines
Day in, day out, the grinding wears on my brain
Undermining my sanity, making me question my reality
But life is not as it seems
Should I take a chance for freedom and throw it all down the drain?
I've been imprisoned, please burn my transgressions away

I've stoked the fire
Seen more pain than you can know
The tears of the broken have washed away my soul
Pushed by desire
To change the way my stream will flow
Now I've awoken, and I'm taking back control

I try my best to block out the screams
But they're haunting me in my dreams
Please, break my shackles,
I want it to stop

I've stoked the fire
Seen more pain than you can know
The tears of the broken have washed away my soul
Pushed by desire
To change the way my stream will flow
Now I've awoken, and I'm taking back control

I'm sick of hurting,
Sick of thinking it's all I do
I break those around me, those spared are very few
But the bright sun is burning
And my sky shines, ever blue
Friendships surround me;
I'm becoming a part of you

I try my best to block out the screams
But they're haunting me in my dreams
Please, break my shackles,
I want it to stop

Why. WHY in the name of Celestia would the lyrics linger in her mind when she was trying to hard to forget them. It was like someone was typing them into her concious mind without her permission. IT was driving Rainbow Dash up a wall. She felt like she was losing her sanity despite her best efforts to be there for both Scootaloo and Twilight. She couldnt just abandon Scoots, not now, not when the filly pegasus needed her the most. But Her nightmares combined with that eerily haunting song continued to plague her no matter what she did. She decided to go back to Scootaloo and tell her about her nightmare. Maybe the two of them could get to the bottom of it. When she got back to the clubhouse, Scoots was no longer outside. R went to the window and saw the three fillies in the clubhouse napping. She decided to wait a moment before knocking on the door. Groggily Scootaloo got up and answered the door. RD immidiately pulled her outside and hugged her as tight as she could, before telling her 'sister' that something was haunting her dreams.

RD reeled back in shock when Scoots told her she was having the same kind of NIGHTMARE. IT was as if something in that dream was linking them together. And it scared both of them. Scootaloo told her about how she'd dream that she was in the factory, yelling at Rainbow Dash to stop. That she yelled at her "IM YOUR SISTER, WHY? WHY DID YOU LET THEM KILL ME DASH?!," In fits of pain and anguish. Rainbow told Scoots that in her part of the dream she was trying to answer, but she felt like a weight was keeping her saying what she truly wanted to say and instead this came out, " YOU FAILED YOUR FLIGHT TEST, YOU FAILED ME!," When thats not what her heart was trying to convey.

By figure this out together RD said that she would never abandon Scootaloo no matter what. She'd quit the company if she could, just to protect her. Deep down she really did love Scootaloo, she knew she looked up to Rainbow Dash, but RD also knew how much Scootaloo ment to her. She was the best thing to come into RD's life for the longest time. And she wasnt going to repeat the mistake that her own mother made by abandoning the family. She'd be there for her and care for her. She had even planned on adopting her as own daughter. She had told anypony yet that she was considering it. Until now. She decided to see what her friends reaction would be.

"Scootaloo, i have to ask you something personal," Rainbow looked down at the Orange and purple maned filly.

" Umm ok?," Scoots wasnt sure where the Cyan pegasus was going with this.

"How would you feel if i adopted you?," she just put it out there.

"Wait.. WHAT!?!," Scoots said with a ton of excitement. She wrapped her hooves around RD and hugged her even more tightly then before. AJ came out to see what the frackus was all about. Scootaloo ran up to her, hugged her gleefully and told her that RD was going to be her new Mother. the Orange winged filly was so excited that she could hardly contain herself.

"ARe you sure Dash?," AJ asked with some concern. Rainbow looked her in the eyes and made sure that concern was misplaced.

"Yea, I'm sure AJ, I need this, and its a big help for Scoots," She told the cowpony.

Author's Note

As much as there is action in this story. It also a bit TwiDash, for all us TwiDash fans out there in cyberspace. I borrowed lyrics from a song i was listening to, to emphasize the romantic scenes/feelings that RD and Twi have to each other. The song is Katy Perry's ET in case anyone wants to know. I changed the lyrics around for a reason. Side note, i dont own the song Awoken by WoodenToaster and H8_Seed, I just feel the lyrics fit the situation in my fic.

Falling into the Black

What are you doing you idiot, you have to kill her.

What?! NO!

She FAILED HER flight test, she has to die and you know it.

No.. Im not that way... IM NOT YOU. The blue pegasus screamed within the confines of her own mind.

Yes YOU ARE. You have a duty to uphold, Loyalty, and an OBLIGATION to do what's best for Equestria, for CLOUDSDALE!

SHUT UP! Rainbow Dash repeated secretly to herself. If anypony else had been witness to this internal struggle, they'd be able to tell that it was taking its toll on the fastest pegasus in Equestria. Rainbow Dash didn't want anypony, not even her friends, to be aware of what was taking place in the recesses of her own mind. Of the struggle with this 'other Rainbow Dash' that was manifesting in her mind. It was like some other worldly force was tearing her conscience apart.

IT was like her mind had created an altered ego to cope with what was going on. When Rainbow looked in the mirror she didn't see herself. She saw a grey pegasus with a blackened mane similar to hers only it had a grey streak or two running through the middle of it. The cutie mark had slash marks through it.

"You are truly pathetic," the reflection spat back at her," protecting that filly as if she's your own flesh and blood even after she failed her flight test. All that prepping we did for her and she still crashed and burned."Rainbow tried to look away but it was like some otherworldly force was holding her gaze to the mirror. She wanted to break the glass so she wouldn't be forced to keep staring.

You can't get rid of me Rainbow Dash. I.. am.. YOU. Everything you'd be if you took your dam job at the Factory seriously. You should of ran that place permanently. It was the very definition of orderly and efficient when you were in charge and you know IT. Everypony there obeyed because they feared you. You were strict, disciplined, and you knew how to get things done on time.

"No you're not,"RD muttered,"Your not real, your just an illusion,"she was so sure of herself when she said that. She watched in horror as her own left hoof clenched itself into a ball and smacked her head.

"If I'm just an illusion Rainbow then what do you call that just now?"a bad feeling started to enter the mare's mind. Was this split personality trying to take control of her body?

"I can do this all night Dashie,"the voice said as her left hoof once again slammed itself into her face. She was horrified to think that this might be why she had found sleep walking in town a few times. This thing had the power to take control of her body and interact with others.

"And by the way, no one will believe you if your try to snitch on any of this. Maybe one pony might, but you and I both know how drunk we'd have to get our dear Twilight to believe you have a split personality. You may be the one she's "dating" but Im the one that's been ravishing that flank of hers every night and kept her coming back for more." Rainbow almost balked at what was just said. Twilight would have mentioned something like that to her. Some mention of them spending that kind of time together. Rainbow started to wonder if she had blacked out during sex with Twilight and her other personality would take the reigns to keep up appearances.

Rainbow Dash clutched her hooves to her head and slowly felt herself slipping into madness each time that damned voice in her head spoke. If she could of forced it out into the world and fight it, she would of. She'd show this shadow of herself that she wasn't going to just kill Scootaloo. She loved her like a sister. But that forsaken voice wouldn't leave her alone tonight. She could see it in the mirror. That Crazed mare smiling back and taunting her, laughing at her now.

She could feel it in her bones even now as her other self stared back at her, still laughing at the Rainbow maned Pegasus.

Poor, poor Dash, can't handle being laughed at still? What was that knickname those bullies gave us back at Junior Speedsters Flight Camp? Oh thats right, RAINBOW CRASH? I can still understand defending FLutters back then, but this brat now is nowhere near her level, or yours. Why do you keep defending her hmm? She's not worth the effort Dashie, unlike her you passed your FLIGHT TEST.

WHY CANT YOU GET IT THROUGH YOUR HEAD, SHE NEEDS TO DIE. SHE'S A DISGRACE TO ALL PEGASI AND YOU KNOW IT.

Rainbow Dash was not going to let herself cave under the pressure. She couldn't abandon Scootaloo. Her other personality was forgetting what they went through as a foal, forgetting how Dash's own mother up and left her and her dad. Nopony even knew her mom's identity at all. Some thought it was the Wonderbolts choreographer Colonel Firefly, others thought it may even of been A.K. Yearling when she was younger and just begun writing her adventures.

Only her dad knew the truth, and she'd discover it soon.

She'd fight to protect Scootaloo no matter what. Even if she had to lock herself away if need be. She would'nt let her other half even come close to attempting anything dangerous.

In the Rainbow Factory.....

Rainbow just lay to one side , watching Scoots chest heave up and down as she was entranced in a deep and blissful slumber. The Rainbow Maned Pegasus could just picture what her adopted sister, and soon to be adopted daughter , was dreaming of. It wasnt anything pleasant that night. She was dreaming of being back 'there'. Back in the Factory, Dash towering over her trembling body, laughing as she fell through the blackness that started to engulf her small orange and tan frame. Her wings flapping to no avail.

Where not a single soul gets through....

There were times in that place that she nearly felt dead inside. She didn't feel like the brash speedster that everypony knew her as, she felt like a ghost. Like she was staring at herself through a looking glass, and there were times it scared her to death at what she saw looking back. The visage of a crazed mare with ruffled fur and dead eyes, glazed over and broken from all the horrors that she, Rainbow Dash, had witnessed while working in the forsaken building.

When you stand next to a legend you dont even Compare...

It scared her to bits at times. To see her own corpse falling into a black vat full of dead Rainbows, and whats more, hooves and half decayed limbs crawling out of the black ooze, clamoring to pull her in. The last time she had a nightmare like that, it was when she had thought her friend Pinkie was going to butcher her and turn her into cupcakes. It hadnt helped that the cupcakes that Pinkie did give her had Rainbow colored icing. With Twilight's help they got over it.

Phantom screams echo throughout the facility....

It was the same every night, even as Scootaloo slept at Rainbow Dash's cloud home. The Nightmare was the same each and every time. Rainbow Dash could only sit up in bed for fear that the image would come flooding back into her subconscious. Instead of yelling at Scootaloo, she found herself sacrificing herself into a black vat of dead rainbows. Her mind wandered to how Twilight was doing. Trixie had unfortunately underestimated Twilight's abilities as an ALicorn, even with the Alicorn amulet boosting her power, it still wasn't enough to beat Twilight in a straight fight. Trixie was arrested by Luna and thrown into the Canterlot dungeons, but only after relinquishing the Alicorn amulet.

RD decided to stop by Twilight's Castle in the morning to see how she was faring after the fight. She looked at Scootaloo and just smiled as the filly was actually sound asleep, with no nightmares troubling her at all that night.

Rainbow Dash was alot of things. She could be loyal to a fault, steadfast, coy, brash, and even a tad bit arrogant. But one thing she wasnt was dishonest, for lack of a better word. Twilight found out about her past on their second date. The cyan coated pegasus have never told anyone outside of her family what her foalhood had been like. Twilight was the one only she trusted enough now to enlighten. She knew Twi would never betray her confidence.

"My mother abandoned me and dad when i was barely a week old," She had told her marefriend and lover.

"Wha.. what?," Twilight had responded with shock and sadness laced in her voice that night. She wasn't sure how to respond back, until it dawned on her. Maybe this is why Dash had taken in Scootaloo. She didn't want that filly to suffer the way she had. No one knew anything about Scootaloo's parents. It had been shown that she was living in a house by herself, it was discovered later though that the house had been given to her by the Ponyville orphanage as to clear up room in the half way house.

All the Failures have to fuel Sucess.....

Those words rung in RD's head in the morning as she flew to Twi's castle as soon as she had made breakfast for Scootaloo. She tried not to let it show when show got there. But Twilight could read her face no matter what the cyan blue pegasus tried to hide from her. She could read Rainbow Dash like a book, pardon the pun. They talked about her recent dreams over hay pancakes and coffee. Yes coffee. It was rare but known to grow in the Zebra and tropical parts of Equestria. It became an important staple in recent years. Ponies realized the benefits that it gave on work weeks.

One thing that Scootaloo had mentioned about one of the nightmares was a name that she had been given by 2 pegasus foals that werent trying to escape the Rainbow Factory in her nightmare. One word, Absentia. Twilight knew that word well. It was anicent Unicorn for 'Lost'. Rainbow Dash looked as if she was going to start crying again. Twilight put a wing around her and pulled her close. The embrace between the two last well into the late afternoon. She had nothing to really do for Princess duties, so she stayed with Rainbow until she felt safe enough to return home to Scootaloo. She told Twilight that she had adopted her. So if they two of them ever lived together, they would technically have a kid to raise. Twilight told Rainbow she'd give it some thought. Two parents would give Scootaloo a secure home life, and a stable platform to gain the confidence to be able perform well in Equestrian Society.

Rainbow told Twi that it was herself that gave Scoots that name, and she had used a memory spell to temporarily erase the filly's memory. She did it under the pretense that she didn't want Scootaloo to remember her for working at that god awful factory. She wanted a better life for her, that was the driving reason for her going forward with the adoption. She told twilight that she could still hear the screams of the other pegasus fillies and sounds of bones being crushed. She tried to forget about the smells of dead flesh and the spectra pouring into the vats. It was enough to make her cringe at the recollection of it all.

In the Rainbow Factory...
Where Failures pay their toll...
now I've Awoken...
And I'm taking back control...

I told you that you'd never be rid of me. She's a failure to all Pegasi, you know that. She failed her test. That doesn't mean you can quit and live a happy life. YOu have an obligation to Cloudsdale to make an example of her for all to see.

I told you, shut up and leave me alone, Rainbow Dash thought to herself. That damned voice refused to give her any peace.

Poor Dash cant handle the truth now can she? Your not related by Blood. There's no need to defend her anymore. Finish it and be done. I'm sure they'll understand. She was killed in a fit of jealous rage sounds good.

Why wouldnt the voice in her head shut up. There was no way in the name of all that was holy that she'd even regard the thought of killing Scootaloo, not now, not ever. And yet it kept on taunting her with the thought. That act would shatter her world more than anything. IT could also tear apart the friendships she had with the others. Her heart wasnt that cold or petrified like her insanity made it to be. There were times Dash would look in the mirror and see her reflection come to life and openly taunt her with a crazed, insanity stricken look in it's eyes. She could also tell that her coat was dull, almost grey in color. It reminded her all to painfully of when Discord was wreaking havoc on Ponyville and had disharmonized her and her friends. All these years later though and she could still feel that taint. Now it was like it had gained a life or will of its own.

That damn voice started taunting her again.

How can you just let her cling to you like that, it asked again.

I thought i told you to shut it? Rainbow responded.

That was when she realized that she was openly talking to herself in front of her friends, in Twilight's castle no less. They all looked at her like she was on drugs or something. Twilight herself just stared at Rainbow Dash wondering what in the hay was going on with her marefriend. It took everything she could muster to resist from telling them what exactly was running through her mind right now. Would they understand? Oh hey guys, dont mind me i'm just talking to my split personality. Of course not, they'd think she had gone crazy and ask her to check herself in at the funny farm or something.

She couldn't tell them, not yet anyway. At least not until she figured this out for herself. But the way Twi was looking at her gave her an idea. She could at least tell her, Rainbow Dash decided. Twilight had been there for her at the factory, she knew she'd understand what was going on and that she'd be there to console her even now. While she was thinking about that, Pinkie Pie stared the other way to what seemed like nothing. Then the pink mare reached through the computer screen and scolded the guy sitting at his computer writing this story for even mentioning the fan fic Cupcakes in any of his other stories. O_O. ( and for not sharing his ice cream topped Cheesecake with her ).

She could feel her sanity starting to break again. She had slammed her hoof into her bathroom mirror, shattering the glass and sending it crashing to the floor. When she looked back into the shattered mirror, she swore she could see her split persona smiling back at her and laughing maniacally in the process. She wanted to smash the rest of the mirror just so she wouldn't be forced to confront her alternate self. She wrapped her hoof in some Gauss that she kept in the bathroom. If anypony asked what happened she felt she'd have to lie and tell them she cut herself while cooking breakfast.

Most might believe that. She wasn't the best cook in the world, Twilight knew that better then anypony when the two of them started dating years ago.

A Rainbow's Cry

The dream was the same again, Rainbow found herself standing in the factory, the gears of the Pegasus Device whirring and crushing what was being thrown into it. But there was a slight alteration. She turned around to come face to face with her other self and she could get a better view. The mare in front of her was a spitting image of herself in every other way.

Her mane was as dark as obsidian and tail as well only both had a few streaks of grey running through them. Her cutie mark was the same Rainbow's only it had deep slash marks covering her flank. And the eyes. They were a piercing neon green like those emeralds Rarity was always mining for and using in her clothing lines.

It was the voice that caught her attention, a bit raspy but hardened and ice cold.

"The name's Dead Loyalty," it was so devoid of love and affection that Rainbow felt like she was going mad,"and you and I have a lot to talk about."As far as RD was concerned there was nothing she wanted to discuss with her. She just wanted to wake up and make sure Scootaloo was doing ok. She figured that Twilight would have a field day when she told about this dream.

She lay on her bed for the longest time, the memories of what transpired flowing into her like wine into a glass. She could of been charged with Treason for what she had done, just up and flying off like that. She blamed Celestia for all of it. The way she had hurt Scootaloo, and how closely she had come to harming Derpy. In Rainbow Dash's eyes it was all Celestia's fault that she had even been offered a managerial position at the Rainbow Factory in the first place. She had tried to refuse the position but was aptly reminded she had a duty to not only her friends but to the Princess and most of all to Cloudsdale.

There were times that she hated being reminded of that. Yes, Rainbow Dash, the most loyal of friends, hated being reminded of where her loyalties were supposed to lie. She wanted to buck that stallion right in the jaw. Then, of course, she would have also been arrested for hitting one of the Princess' alleged aides. A part of her secretly wanted Celestia dead, but she stopped thinking that thought when she thought of how much it would have devastated Twilight if anything were to happen to the Rainbow maned pegasus.

She hated herself for even agreeing to do it. She had felt so consumed with rage that Scootaloo had failed her flight test at first. But the more she thought about it, the more she realized she had treated her the way Dash would have treated herself. By pushing her to be the best, when there was no way to get around the real problem. Scoots didn't have an ego like she did. She idolized her, even called Dash her sister in front of their close friends despite not being related by blood. Or were they, Rainbow thought to herself. No one had even seen anything of Scootaloo's parents, and it was later determined the house she lived in had been given to her by the Orphanage to clear up space.

Awhile ago, somepony had mistaken her for being RD's daughter. She was the right age to bare a foal wasn't she? Why couldn't she raise her as her own. The bond was there in one way or another. But how would Scootaloo feel about the idea after everything that had taken place? She would just have to wait until all this was done and over with to even present the idea of them sharing a home permanently.

I dont even remember my Past,
I dont even remember my destiny...

Those words were haunting Rainbow Dash ever since she had left the snctity of her cloud home. She needed some pony to talk to, somepony that could give her more then just comfort. Somepony that could give her peace of mind by just talking to. There was only one pony on her mind at present that she knew for a fact could give her the clarity she desired right now.

"I hope Twilight's still awake,", the cyan pegasus thought to herself. Twilight was usually up this time of night reading some book she had just acquired. Rainbow wouldn't realize until later that she was actually asleep and was about to be roused by Rainbow's hooves pounding on the window.

Twilight awoke to a loud pounding on her Balcony window, and was mildly surprised to see Rainbow Dash perched there, with a distant, yet panicked look in her eyes. She opened the window to let her marefriend in so she could get out of the cold. On a full moon the nights could get almost deathly cold during the seasons leading up to Winter Wrap Up. She could see a glimmer of pain in her lover/friends magenta colored eyes. It only took the rainbow maned pegasus a few moments to get her bearings enough to start speaking.

"I keep having these nightmares Twi, like there's something dark in me trying to claw its way out. I havent felt anything like this since after that time Discord turned us into the opposite of our elements. I swear working at that factory was starting to desensitize me to what was going on around me. At least until i saw Scoots there,", Twilight's eyes started to widen as Dash explained everything that was happening to her for the last several nights. It was heart breaking to hear this being unlaid at her hooves tonight. But what good is she if she cant listen to Dash's plight.

She told Rainbow that she could stay at the Castle for the next few days if she wanted until the two of them sorted out the business with the Rainbow Factory and how it was still affecting Rainbow Dash all these days to months later. Dash explained also that she could see a mirror version of herself constantly taunting her in her dreams, and now every time she looked in the mirror at her cloud house. It kept tormenting her to kill Scootaloo, claiming Scoots was a failure and needed to be made into an example of those that fail to hold up to Pegasi Standards. She can't bring herself to do something like that to small orange pegasus filly. Dash really saw her as a sister she never had when growing up in Cloudsdale. Something that she was glad to have in her life at this point in time.

She kept a lot of things secret from her friends as of late, especially Twilight. She wasn't sure if she could trust herself to tell Twilight what was on her mind. She knew she'd have to cave eventually and spill the beans to her mare friend.

Dash was a lot of things, brash, loyal, steadfast, but a dishonest she was not. At least not at this point in her life. There were a lot of things that Twilight didn't know about Rainbow's past. Only as of now would she learn that Dash's mom had just up and abandoned her and her father Blitz. Or that she had an older sister that she had no memory of, nor the fact that it was Lightning Dust. Apparently Lightning had moved away from home when Dash had been born and went to live with another pegasi family who were looking for a house sitter. That was the first job Dust got, and sent all the money she didn't keep for herself, back to Blitz in a sign of guilt for leaving early.

Rainbow Dash didn't know she was related to Lightning when the two ran into each other at the Wonderbolts Academy. But Lightning did, and she did a good job hiding her true feelings and intentions from Dash. From Rainbow's perspective, she was just a brash, arrogant flyer that nearly caused the death's of Rainbow's friends when they came to visit her with a care package.

"I don't know what to do Twi,", Rainbow was a mess when she said this. Twilight noticed that her coat was dirty, and her mane was unkempt. How long had she been like this, Twilight thought to herself.

"It's ok," Twilight said this as she wrapped a wing around her friend and pulled her close,"first thing's first though, we need to clean you up a bit,", With that the alicorn pulled her friend towards the shower in the bathroom, and proceeded to 'preen' her mare friend.

Rainbow smelled like she had taken a bath in the trash can next to Rarity's boutique, but it wasn't the worse smell that she had come across. Twilight remembered having to give Spike a bath on more than one occasion when he had come back from gem hunting with Rarity. Dragon perspiration was not the most pleasant thing to smell on a late night. She kissed Dash on the cheek to remind her of where she was and who she was with. Rainbow had let her mind wander while Twilight was giving her a shower apparently.

"Hey," she said softly,"thanks for snapping me back to reality," Dash cooed.

"Anytime babe," Twilight smiled slightly as she said this.

When the shower was done, Dash turned to Twilight and told her about the dreams, about the monster she felt was being created inside her because of that place. That it felt like her discorded self had become like a split personality inside of her mind. Hearing that last part made Twilight pause. Maybe that's why lately AJ's been distant, and why the farm mare had taken up drinking. The last thing Applejack needed was to become like her distant uncle Apple Schnapps.

From what Twilight had heard from AJ, the damn fool had gotten into a bar fight with an outlaw named Mad Dawg Tannen. And for the transgression, he ended up with a knife in his back. That was also why the Apple family always got unnerved at the thought of being called a chicken in front of anyone in public.

What Did I do to end up here[Derpy POV]

Derpy still couldn't understand what had caused her employer to send her back to flight school. She had actually improved alot despite the way her eyes were. She had even gotten a stallion friend, So she thought thinks were on the up and up. But she still scratched her blonde mane, trying to think why it happened in the first place.

Her mind flashed back to that day.

"I'm not that bad a flyer", Derpy told herself when no pony else was around.

Why did my boss send me there, was it rigged to cause me to fail, I thought to myself. I wasn't that bad, in fact I had come a long ways from when I was a filly in Cloudsdale. Heck I was there when Rainbow Dash first pulled off that sonic Rainboom of hers. Everpony there was really impressed she had that much faith in herself to do it, and all because her friend Fluttershy was being bullied by Hoops and Dumbbell. I should know, They picked on me every chance they could get. It was a little odd for me though, they stopped when a Mysterious alicorn approached them and told them to knock it off. She was about half of Celestia's size, but her coat was lavender, and she seemed like she was searching for somepony when she found them bullying me.

That was the last time I saw her. I never got the chance to thank her. Those two left me alone and went to pick on Fluttershy. Rainbow Dash sure taught them a lesson, though. Too bad they kept at it with the next fillies that would come along. It did shock me later in life when I found out they worked at the Rainbow Factory. Apparently, during Dash's brief stint as Overmare, those two would see first hoof how frightening she could be if you crossed her.

From I had heard I was a little surprised that she didn't throw them into the Pegasus Device to make an example out of them. After all they would of made great Spectra. What else I had heard was that Scootaloo's berating of Dash had caused the Rainbow maned pegasus to snap out of it and realize she was about to kill her 'honorary sister'. That was something she could not bring herself to do. She loved her like a daughter. So she found a way sneak her out and temporarily erase Scootaloo's memory. She didn't want her to remember her like that.

But that was a month before I ended up there, and even then Dash couldn't bring herself to kill me, nor Scootaloo apparently. She had been expected to process the orange filly after she had failed her flight test the first time around. It seemed that whoever was in charge now was rushing the processing of Spectra, and being negligent with the After Reports that were sent to the Princess.

Whoever it was, wasn't very good maintaining the plant either way. Not only were the After Reports late, several of the lower level workers were threatening to shut the machine down themselves if it ever came to it. They were growing disillusioned with what they were asked to do, and one of them actually tried to help several other fillies escape. The new Overmare asked to see them in her office to work out a compromise. Their bodies were removed some time later, faint traces of magic had been detected around their necks.

She had strangled them to death with a magic field that was seen was described was being crimson red. The only time I could recall something else like that occurring in all my life was when that show mare Trixie had come to town wanting to get revenge on Twilight. She had sought out the Alicorn Amulet as her means of doing so. Once again Twilight put her in her place. There was no way she was the new overmare, was she?

I found myself running through the building, trying to find any window or door that was unlocked.. I had to get out of here I thought to myself. I needed to report this to the first that came to my mind, and that pony was Princess Twilight. I wasn't sure if she'd believe me when I told her that Rainbow Dash had tried to kill me but stopped herself in the end. .I had to run. As I neared the end of the hallway, I saw my escape route, and the pony that was blocking it.

Rainbow Dash.

I turned to my side and pulled my left front hoof back until I had balled it into a fist. And lunged towards Dash, my attempt forced her to lose her balance as my left hoof connected with her jaw, sending her backwards. She stayed there, stunned, as I kicked the door open to fly myself Towards Twilight's Castle of Friendship. She needed to hear what I had to say. She had to know what in Tartarus was going on in that place. I glanced back to see Dash shut the door, her eyes returning to their magenta color. What ever I had done snapped the cyan colored pegasus back to reality.

I couldn't help it, it wasn't like my eyes were this way on purpose. It was just how they were when i was born. I tried to get them corrected once when I was younger, but we found out that my parents couldn't afford it in the long run, so they gave up trying to get them corrected. Dr. Whooves found them interesting in some way. I knew next to nothing about him, except that he keeps going on about how I remind him of somepony he knew where he used to live. Somepony by the name of Rose Tyler. That was an odd way to name a pony. But then again, so was naming somepony Seafood Dinner. That pony was an odd one at that. Always kept going on about how there were,"People watching her through an invisible screen and that they'd react to a fictional show about talking ponies,".

That's no worse then naming their filly or colt ACRacebest, SaberSpark, or Firebrand. Of course there were always tons of other names they could pick that would be or more or less interest.

Author's Note

Anyone who reads this will get what I'm referencing at the end of the chapter XD.

RF now under new Management

This place was nightmare-inducing. Like walking into one of Nightmare Moon's torture chambers or any place else that the Queen of the night had used as entertainment for herself. Rainbow Dash hated it here. She could feel a piece of herself die each day she had to continue working. It was getting under her skin and she could feel it.

She wanted to run away, to bust open those metal doors and fly away as fast she could. There was a shift change coming up and she took advantage of it to write in her journal. This was Twilight's idea of writing down her thoughts. At first she almost threw it in the trash. But the more she kept working here, the more she wanted to keep a record of the going on in this place as cursed as it felt. Something rang through her mind.

"Why'd I even take this job," Rainbow thought to herself. This wasn't the most stellar job in her eyes. Overseeing Spectra production felt like the most tedious thing ever. On one hoof she was good at keeping the other workers in line. Then again that wasn't that hard to be honest.

"What am I saying", another voice said, "I am pretty decent at pushing them to their limits."It sounded like Rainbow's voice, but it was hardened and rough. That was when she looked in the mirror she kept with her and saw something that only seemed to happen to crazy ponies. Her reflection was staring back at her and laughing through it.

"What Dash? Cant look at yourself in the mirror?" Her reflection snapped at her. Maybe it was the stress that had finally gotten to her. That had to be the answer. Maybe she was going crazy. What really caught the mare's attention was how muted the colors of her reflection looked. Her mane was striped black and grey and her coat was a grey color as well. There were four or more slash marks on her cutie mark.

What really got to her was the attitude, and how aggressive it was. It was like her reflection was consumed by rage towards the rest of the world and their friends. Especially Scootaloo. She could only imagine what would happen if she was ever forced to confront it physically.

"Feed my appetite for Destruction, I can feel my rage erupting". She brushed the thought aside as she opened the journal and paused before she began collecting her thoughts as she pressed the quill to the paper. She was still a bit hesitant before she finally sighed and pressed it against the page's surface.

Did she really want to start keeping one of these? She knew Twilight did, and was even the one that suggested she do the same. Apparently writing in it was helping her relieve stress by writing down her thoughts when she couldn't speak them out loud. Dash wet the quill with the ink Twilight had given her and began writing the first entry.

"Well, here goes nothing," she said as she pressed the quill to the page.

Entry 1: I can't stand it anymore, I have to get out, have to get to the fresh air, this place is killing me inside. I still can't believe that I was the one that was forced to do that my Scootaloo, after I went through the hassle of adopting her, of trying to help her to fly, and then this happens. Dear Celestia, what am I gonna do? I cant kill her, I CANT.

A voice echoed in Dash's mind, " Yes you can, She's a Failure. It's the duty to the flock that you are required to end her miserable life."

A voice that Dash eagerly wanted to scratch out of existence. There was no way she could do that to her adopted sister.

She began the second entry after her lunch break. She wanted to drown out the voice that was in head right now. A voice that was tormenting her more and more lately.

Entry 2: That's it, I'm going to sneak her out of here, but I don't want her to remember me like this, to remember the horrors here. I found a spell in one of Twilight's books and can erase someone's memories. I hate to do this to her, but there are no other options on the table. I just hope that in time if she does remember, she can forgive me. Please forgive me for doing this to you Scootaloo. I love you not only as a friend, and adopted sister but like a daughter.

She didn't want to think she was ever capable of something like that. harming another pony in that fashion. She wanted to block out the screams that were echoing in her mind right now. She wanted to run away from this place and never look back. Even when she was able to home to her cloud house, the horrors from the factory would follow her there.

The horrors and nightmares were almost interchangeable with reality. There were times it seemed to blur, like the barrier between dimensions was breaking down inside her mind and the voice in her head would get louder and louder. She wanted to scream, to tell it to stop. She nearly broken down in front of her friends the other day.

"Get out.."Rainbow muttered as everypony in the town market began staring at her," Get out of my Head!!" She screamed before bolting off into the sky. Twilight could only stare after her friend in disbelief. What was that about she thought? Twilight could only pause before rushing after Dash. That last part was what caught her attention. It was clear Rainbow was suffering from mental stress of some kind.

"Rainbow!" she yelled," Wait for me!" Twilight sprinted after her until she finally caught up with her. She knew she'd have to get to bottom of it later. Right now they had a picnic to plan for. She just hoped that Rainbow Dash would be calm enough later to remember and join them.

Rainbow felt that she'd have to explain herself to her friend eventually. Now though was not the right time she thought. She was headstrong enough that she had convinced herself that she would handle it herself. She was way in her over her head and she knew it. She told herself that she'd tell Twilight tomorrow when they were both alone.

She would never hurt Scoots, not like that. she loved the filly too much and ever consider harming her. But the voice in her head was almost relentless in taunting her with that image over and over. There were times she started to doubt herself before regaining her composure.

There was no way in Tartarus that the famed pegasus speedster, Rainbow Dash, was going to bring any harm to her filly friend and 'adopted sister' Scootaloo. She couldn't see herself doing anything to harm a hair on that filly's head. After she wrote her latest entry she went back to work. She was stuck on being the supervisor of the infamous Rainbow Factory until the new management arrived to take over. She had done it before, but only out of fear. She hated that job, it wasn't the same as being a weather pony and just moving clouds around. She had to oversee the maintenance and upkeep of the spectra vats. None of her friends even knew what went on there. Especially Fluttershy. RD knew that the timid pegasus would of fainted at the sight of dead bodies, much less even blood.

The story of the Rainbow Factory was as old as time itself. That it was created by Princess Celestia around the time she had banished her sister Luna. Alot of ponies were clueless to its existence, but the ones that were aware deemed it a conspiracy theory at best. A tale that was also told to scare fillies and colts into doing what their parents wanted. That was when something struck the mare.

Where had Lightning Dust gone after being kicked out of the Wonderbolts. The thought haunted Dash that a pegasus like her could end up being sent to a place like that. She had gotten over the grudge she held years ago. before the day was over she decided to find out where she was

The story was that any pegasus filly that failed their flight test was sent to the factory to be killed and turned into Rainbow Spectra. Vast machines were used to draw the colors out of the bodies through specialized tubes and syringes. What broke her more was that the day the new superior was supposed to take over, was the same day that Scootaloo failed her Flight Test. Dash had helped her practice so hard for it. And when it came she botched the last part of the course and ended up smacking into a cloud pillar, right before the finish line had come into view. Rainbow knew that Scoots might be sent here because of it, but that still didn't make it any easier on her when she saw Scootaloo at the entrance to the facility. She couldn't let her see that she worked there. It would crush Scoot's heart to find out that Dash worked in a place like this. But she saw her anyway. The horrid look on her small orange and tan face was enough to send Rainbow Dash into a frenzy of emotions.

That was when she decided to use a temporary erasure spell that she knew Twilight had been working on , to make sure Scoots wouldn't remember her like this. At least not for a day or so. She hated doing that to Scoots. The filly idolized her so much. And given Dash's foalhood, she wanted it to stay that way. She didn't want Scootaloo to be ashamed of her. She didn't want her to grow up like she did. Never knowing that her own mother abandoned her and her father when Dash was only a week old. Rainbow waited until she was visible to Scoots again and whispered the enchantment. Within moments the filly blacked out, and Dash flew over and picked her up. She told the floor supervisor that she was taking the filly to a hospital. He looked at her furiously, since that would be breaking protocol, but waved the two off in the end.

What did he care, she was probably better off moving to another city then coming back to this place. In the end though, Rainbow Dash whizzed towards Ponyville. As soon as she got there, she set and unconscious Scootaloo down and flew back to the factory. Rainbow Dash got back in time to see the new 'head honcho' of the Factory arrive, escorted by none other than Princess Celestia. And she was in for a shock. An Azure coated and silver white-maned Alicorn pulled off a hooded robed to reveal.. none other than Trixie Lulamoon. HOW IN BUCKS SAKE DID TRIXIE BECOME AN ALICORN?!!? Rainbow Dash thought to herself, very loudly in the recesses of her own mind. The more she thought about it, the more she realized that it must have been Celestia's doing.

Perhaps Ms magic pants tricked the Princess into doing it, making her think that Trixs here had learned her lesson in regards to the Alicorn Amulet. Dash knew if Twi ever found out about this, she'd blow a gasket at the thought of Trixie being an ALicorn of all things. Her thoughts wandered back to Scootaloo. She knew she'd be okay, Dash just hoped in time that the little filly would forgive her and that someday she'd forgive herself for doing that to her.

Several hours later an orange coated and purple maned filly pegasus was discovered outside of Sugarcube Corner, with no memory of who she was or how she had gotten there. She said she had heard a mare's voice call her Absentia, but that was it.

There would be another escape, but this one found a way out on her own, with no help from anypony there. The smell was enough to make her vomit, and sounds of the machinery left a chill down her spine. She tried to be brave and search for an exit to this forsaken place. The Rainbow Factory was no place for a pegasus like her. She had always been picked on as a filly because of her cross eyes and her so-called clumsiness. That and an obsession that the only good thing for breakfast was Muffins. Why she had been sent here of all places after failing a flight test that she had barely passed before, left her somewhat confused.

Please break my shackles i want it to stop
I stoked the fire
the tears of the Broken washed away my soul
I'm sick of hurting
The bright sun is burning...
I tried my best to block out the screams....
I want it STOP!

The air in the factory was almost stale in comparison to the fresh air outside. Of all the places to be, this was the last a certain grey coated mailmare deserved to be. She had been sent to the flight camp to retake her flying test after her license had expired for working at the post office. it was required that all Ponyville pegasi retake the flight test if their license to work at the post office expired.

Why? Why was i sent there of all places? The Crosseyed grey pegasus thought to herself.

She had adequately passed her flight tests the first. But the second time she barely got through the course. No one knew why the Post Office had added that to the notice and made that as part of the job application. It was the one job she managed to become good at. Derpy had always been picked on in grade school for her eyes. It was odd that as clumsy as she could be, Derpy Hooves was still a decent flyer. Yes there was that accident when she crashed into Town Hall as Rainbow and her friends were trying to renovate it. And then there was a little-known incident during the Changeling invasion. Nopony knew this, but during the attack, she watched her friend Amethyst Star and Derpy's daughter Dinky, get backed into a corner by Changelings.

The Grey coated PEgasus landed between the hunters and their prey. She gave her friends a smile, and then turned around and round house kicked a Changeling right in its jaw. She sprinted forward and punched 2 others straight in the side of their heads. She could defend herself when she needed to. Being in a place like the Rainbow Factory brought more of those instincts back when she felt that something was watching her as she looked for a way out. Right then she rounded the next corner.

Derpy walked down the hallway of the building, frantically looking for a way out. but all the windows and the only way out was blocked. Then she heard a voice that made her cringe. before she knew it she had been backed into a corner. Something slipped towards her from the corner of her eye. It was Rainbow Dash, covered in spectra, her magenta eyes nearly glazed over from paranoia. Derpy lunged past her and kicked at the door. Dash tried to get in her path again but was hit with a roundhouse kick. Derpy put her full weight into it as she kicked at the door. It caved under her weight and opened with a loud thud. She flew out and down towards Ponyville, with RD just staring at her Blankly.

Rainbow had no idea that Derpy was trained to defend herself. It had kicked in when the Changelings had invaded. A number were found knocked out, kicked into buildings, and tied up. Derpy had made sure to keep them from escaping at all. Two had openly complained of having a headache. One was found in a different state from the rest. It was the only one that had confessed to talking to Derpy and cut itself off from Chrysalis control. When asked how they could trust it, the changeling walked up to one of the female unicorn guards and gave her the chance to use a mind spell on it to confirm what it was telling them.

"Wow,", she had said," it's telling the truth." That was the only changeling that was also allowed to join Celestia's Royal Guard ranks at all. In a small way, Celestia thought it was comforting that at least one changeling had taken the lessons of Friendship to heart and wanted to better its life and those around it.

Entry #3: What's happening to me? I...I nearly killed Derpy, of all ponies. I can feel it slipping through the cracks. My sanity is breaking because of this accursed place. And that kick. I can still feel where her hooves impacted my side.

"Ouch," Dash murmured as she touched her bruised ribs. That grey pegasus sure knew how to fight when needed. Derpy not only bruised Rainbow Dash's ribs. She bruised the ego of the voice in her head as well. It kept yelling at Dash to get up and go after her. A voice that Rainbow was more than willing to ignore. She did get up eventually, but it wasnt to chase after that pegasus. Rainbow wandered back into the Spectra room instead and checked the storage tanks. They were almost out of the colors aqua and red. That would have to be fixed later. But it wasnt gonna be by her. She had to get out of this place soon.

She grabbed her timecard and clocked out for the afternoon. She had to get to the door and then get outside to the fresh air. She could hear others whispering around her and when she turned there was no pony else in the room. Maybe this place was haunted by those that had been killed. She had to get away from the sounds she was hearing.

She barely believed what she had seen, let alone been through just now. How, how in the name of Celestia could a revered pegasus like Rainbow Dash work in a facility like that. Was she dreaming all of it? Was it a hallucination? All these thoughts were running through Derpy's mind as she tried to calm herself down. She knew one thing though, she had to tell somepony about her ordeal. That pony would be Twilight. Derpy wasn't sure if the Princess of Friendship would believe her at all, but she had to try.

"I just don't know what happened," Derpy said as Twilight levitated her a cup of tea. Derpy picked it up with her front hooves and took a sip. It was Chamomile, her favorite for when she needed to unwind. Apparently, it was Twilight's favorite too.

"All I remember most is that her eyes were glazed over, like she was disconnected and not really there," Derpy hoped that Twilight would be able to talk to Dash about what transpired. She did more than that. There was something Twilight was holding back, but Derpy didn't know it yet.

And Derpy was keeping something back as well. A crush that she had on Twilight for the longest time. She had to keep it from the princess. She had always been told that royalty like Princess Twilight would never date a mare like her. She'd be more interested in a Stallion or even a mare like Rainbow Dash than she would be into somepony like Derpy. Drinking the chamomile tea changed that a little. They had the same taste in tea, they might have something else in common.

She didn't know that Twilight was already aware of the problems going on with the Rainbow Factory. She was having a hard time believing that Rainbow would do something like that, but after Scootaloo's disappearance and then resurgence with temporary amnesia, she was starting to put it all together. Rainbow Dash would answer for her crimes if it was proven to be true. Derpy decided that when the time was right she'd tell Twilight exactly how she felt about her. And that she'd been a good friend to her as well without her realizing it.

Derpy gave Twilight a hug. She looked like she could have really used one right then and there. It was also apparent that she had been harboring feelings for Twilight, she could just never bring herself to saying anything. Twilight was already seeing somepony and it didn't feel right to Derpy to just throw it all out there.

How could she not have seen in her years of knowing, and being involved with, Rainbow Dash that something was wrong with her marefriend. She recalled how traumatized Rainbow had been after she nearly killed Pinkie after the nightmares she was having because of her thinking Pinkie had planned to kill and make her into cupcakes, which turned out to be false.

Twilight took Derpy with her to the Canterlot Palace to inform the Princesses of what they both had discovered. The only Princess they found at the castle was Luna, Apparently, Celestia had needed to go inspect something in Cloudsdale personally. It didn't take long for Luna to realize that her sister was hiding something from all of them. Celestia HAD ORDERED THE FACILITIES CREATION. There was something else that none of them knew, There was a fifth Alicorn in Existence, one whose identity had been a secret for some time. Celestia had taken a light blue Unicorn under her tutelage in recent months, She apparently felt that doing so might reform this pony into doing something good with her magic, instead of choosing to remain selfish. That pony was none other than Trixie LulaMoon. And she feigned reform just so she could learn of where Celestia had hidden her amulet. As far as Trixie was concerned the Alicorn Amulet was her property since she had gone through all those bits to find and buy it, it was hers by RIGHT. Trixie was the one that Celestia decided to put in charge of the Rainbow Factory was of late.

Rainbow Dash didn't know that Celestia had turned Trixie into an Alicorn, she also didn't realize that she was going through madness until after she remembered what she had done to Scootaloo at the facility. Her sanity had cracked under the weight of knowing that if Scoots failed her flight test, she'd be sent to the Rainbow Factory. Luna decided that all 3 of them would confront her sister, Rainbow Dash, and Trixie if it came to it, about what was going on in the Factory. As they approached the building Derpy began to suffer from panic attacks. She couldn't go back in there, she was scared that Rainbow Dash would be waiting for her. Luna coaxed her inside, doing her best to allay Derpy's fears.

Luna and Twilight followed right behind her. As soon as they were inside Rainbow Dash had just walked around the corner, much to Twilight's surprise. Rainbow turned to see Luna, Twilight, and Derpy. Wait she thought.. TWILIGHT!?! Oh my god she thought to herself. She realized that Twilight must of found out about the Factory from Derpy. And there was no getting around the intense glare Twi was giving her right at this moment.

Dash took a moment and decided that if she was going to salvage their relationship, much less their friendship, she had to come clean with Twilight. It wasn't going to be easy though. How could she make Twi see it in a way that wasn't going to make her out to be evil or something? They had shared a bed for ponies sake. None of their other friends had a clue that they were romantically involved. None of them, not even Scootaloo. Regardless of her amnesia.

"Twilight," RD started, " I can explain."

Her friend just stood there with the most uncompromising glare.

"How could you Rainbow?" She asked the cyan coated pegasus in a tone laced with anger and confusion.

"If i tried to quit this place, they'd come after me." She could tell Dash was filled with dread as she told Twilight this.

"Who would come after you Rainbow?" Twilight asked. The Princess of Friendship was in for a bit of shock. The impact of it would shatter her faith in her former mentor.

" Celestia." was the only word she uttered.

Author's Note

Edit 6/9/2018 : Updating this when i can.
Who could of thought of Trixie becoming an ALicorn?? XD more chapters to come when i have the time. I miss Trixie, and we havent seen her since season 3's Magic Duel.