Rainbow Dash lets out a long, deep sigh. She worried about the others, hoping the plan went off without a hitch. She didn’t like leaving her friends behind like this, but Twilight was very clear, they would need the weather facility in their control to survive. Her plan was to meet up with the Wonderbolts, push all the Risen out of the city and become a hero before the day was done.

‘Easy peasey, right?’ Rainbow thought to herself, laughing.

As Rainbow landed on the fringe of Cloudsdale, she was horrified to find just how far from reality her thoughts were.

The city was abandoned, emptied of all life. Blood smeared anything not made of loose cloud, making Rainbow’s stomach turn. Condensed clouds, made into buildings, columns and stairs, were soaked red with blood. Cloudsdale’s flags were weighed down by the blood of Pegasi who tried to take to the air to run.

“This is horrible… This can’t be happening…” She flew around, looking for a sign of anything - alive, dead or Risen - but couldn’t find anything on the streets. For some reason, this was far more terrifying than anything else. There weren’t any bodies. Just blood. So much blood.

“How could this’ve happened? What happened to Cloudsdale’s fighting spirit? They wouldn’t just roll over and take it…” She looks up towards the weather facility, her objective in all of this.

“So I’ll just get in, be sure the facility is okay, get out? I’ll keep an eye out for survivors, too…” Rainbow blinked, realizing she’s talking to herself, shaking her head. She hated being alone. It was always so boring. Who cared how awesome you are, if no one was there to appreciate it. She traces a hoof over a scar on her side, a bitter reminder that being alone could end in catastrophe.

As she flies towards the weather factory, some movement catches her eye. She turned her eyes to a subsection of the weather factory, the rainbow production unit, resting above where snowflakes were made.

Realization dawned on Dash. The factory was one of the most complicated systems in Equestria, so the clouds that made up the building were far more condensed there to support the machines. On top of that the rainbow factory was always notoriously complex and well defended. That made it the best place to hide out and fight back the Risen.

The movement Dash had seen confirmed her suspicions; Risen were gathered around the door of the factory, moaning and smashing at the door with their hooves. They were all pegasi, thin and slender, all bone, corded muscle and rotted flesh. The large doors had been closed and sealed, giving Rainbow an ounce of hope for finding survivors. Now all she had to do was lure the dead away long enough to get inside. Then she could lead a strike team and burst their way out of here.

“Hey, over here!” Rainbow waves her hooves, hovering in place. “Hey, dead heads!” The horde turned, one by one, wings starting to flap as they stared at her with dead eyes, leaking black magic. Rainbow Dash saw some familiar faces among the sea of muzzles and eyes, but she didn’t have time to worry about that. Like one large entity, the swarm took off, flying straight to the only food source for miles that didn’t have a wall defending it.

Rainbow grinned, bolting in the opposite direction, tearing across the sky faster than any ordinary Risen pegasi could hope to fly. This would be nothing; all she’d have to do is lead them away, double back and slip into the factory. Nothing to it.

A hiss from below the cloud layer made Rainbow snap her head down, spotting something below. She whipped to the side just as a bolt of lightning screeched up from the clouds, screaming through the sky. Doubling back, the bolt charges after Rainbow, wailing loudly. Much to Dash’s terror, the bolt was not only keeping pace with her, it was catching up.

As she fled, Rainbow began to notice an equine figure at the head of the bolt, her eyes lifeless and empty, burning with a hatred that defied death. “Lightning Dust…?” Rainbow felt a pang of guilt as she looked at her old rival. She hadn’t seen her since that day at the Wonderbolt’s academy, when she was forced from the program. Unfortunately for Rainbow Dash, her untimely demise hadn’t diminished her skills.

Likely the only pony that held a candle to Rainbow for speed, Lightning Dust was still just as fast as she was in life. Seeing her movements, Rainbow came to a conclusion about the Risen; they were just as fast in death as they were in life. The decay that took their wings didn’t seem to affect their magic, - in fact, the dark magic seemed to make it all stronger - letting them fly as if nothing had changed.

Rainbow pulled straight upwards, thinking quickly. Lightning whipped up in an arc, making a ‘D’ shape to catch Rainbow at the peak of their ascent. While Lightning was still fast, but she lost a lot of her maneuverability with her decay, both mentally and physically.

“I can’t run from her and get into the facility… I gotta get rid of her. I can’t shake her, so I guess I’ll just need to...” Rainbow Dash gulped. She’d been in plenty of battles for her life. She’d defended Ponyville from everything from Bugbears to Hydra, protected Canterlot from Changelings, stunned a dragon with her bucking and even went hoof to claw with the Nightmare creatures from the moon. But never once had she had to kill before. It was obvious she couldn’t weaken or contain Lightning Dust. She was a Risen and, from what Rainbow had seen, they never got tired, never felt pain and struggled until they either pulled themselves apart or got free. She could only see one option, in the second she had to think.

Lightning reached the peak, tossing both hooves out and screeching as she flung herself towards Rainbow Dash. Rainbow responded by clamping her wings down, letting herself freefall out of the way. As Lightning arced back down, making the reverse of their previous chase pattern, Rainbow closed her eyes, opening her wings to brace herself.

Quickly, she tugged up, flinging herself towards the infected pony at full speed, making a sharp L shape in the sky with her rainbow trail. Hooves collided with the Risen’s stomach, but Rainbow felt no give in her body. Lightning - no, the Risen - flailed at Rainbow, trying to bite or hit her, hissing and screeching like the monster she was. Rainbow saw Cloudsdale leave from under them as Rainbow got faster and faster, making it harder for the Risen to move at all, the pressure becoming too much.

It was difficult, but Rainbow could feel herself gaining enough speed. Touching her front hooves together against the Risen’s torso, she focused on nothing more than the speed. The world blurred and condensed into a single point, speed and direction becoming meaningless to her. Closing her eyes, she let the thrill and rush of the adrenaline overtake her.

For a moment, everything seemed to stand still. And then she created a Sonic Rainboom, and tore through her former companion’s body. Lightning Dust was ripped apart from the sheer force, limbs falling from the sky to the ground miles below. No matter how hard she tried, she couldn’t see her former rival as a Risen now. Her eyes, glassy and dead, stared at Rainbow accusingly as they fell down to the unyielding Equestrian ground.
Rainbow Dash’s breathing heightened. She felt her heart racing faster than it ever had before, her blood pumping through her body like a well oiled machine. She felt… good; terrible, but good.

In the moment she’d torn through Lightning Dust, Rainbow Dash felt more alive than she ever had before. She looked down over her body. Her whole body was covered in Lightning’s blood, from head to hoof. She felt a pang of guilt again, realizing she was just taking pleasure in the act of killing her former friend. She needed to get away from all this. She needed to get into the rainbow factory.

The horde had followed her second Sonic Rainboom, leaving the factory unguarded for the moment. Stopping in front of the gate, she tried to push the door in. As expected, it didn’t budge.

“Hey! Open up in there! I’m here to help!” Rainbow knocked loudly, praying silently that somepony answered. She waited for what seemed like forever, terrified her home had been completely destroyed.

Then, the door opened a crack. Rainbow wasted no time hurrying inside, The door being shut behind her by a pegasus she didn’t recognize. She heard the sounds of multiple voices talking, a relieving fact. She hurried deeper in, ignoring the protests of the pony at the gate. “Hey, who’s there? I was sent by Princess Twilight to get survivors… outta here.” Her voice dropped to a whisper as she gazed at what was left of her home.

The large central chamber was far more modern than she had expected, with large pipes running along the walls and ceiling. It wasn’t much worse than the rest of the facility, but for some reason, Rainbow Dash had imagined the production of rainbows to be more mystical than the rest of the weather. Signs were posted everywhere to ward people from doors, giving the whole place a very restricted feel.

Only a small crowd of pegasi rested in the chamber, about twenty in it total. Rainbow Dash had been expecting more, hoping for more, but it truly looked like they were the only survivors of Cloudsdale. Rainbow immediately picked Spitfire out of the group, her Wonderbolts outfit torn and ruined. None of the other Wonderbolts were there.

“Spitfire…?” Rainbow approached her idol, looking around. “I-I’m almost afraid to ask, but… Are the other Wonderbolts…?”

“Gone?” Spitfire hurried her question up, nodding. “Yes, I’m afraid… Fleetfoot was the last one to go. I don't even know where Soarin went...” Shifting uncomfortably, Spitfire never looked from Rainbow. “So the Princess sent you? I’m glad, I was starting to lose hope.” Spitfire looks out over the pegasus, all looking dejected. “We all were.” She paused again. “What happened to you? Are you injured? You’re covered in blood.”

“Forget me! What happened here?!” Rainbow hurried further into the room. Her strong ego was starting to break away under this news. She felt tears well up in her eyes. “What happened to Cloudsdale’s militia? We’ve always prided ourselves on our fighting strength. How could this all go so wrong?”

“We weren’t prepared to fight other pegasi like this.” Spitfire was blunt when she spoke, her voice carrying a heavy weight. “When I got here with the other Wonderbolts, the city was already in ruins. According to these ponies, it’s been quite a while since the attack. The moisture in the clouds keeps the blood outside from drying completely giving the illusion that it’s all fresh. From what we gathered, the militia had been caught off guard and by the time they had organized themselves, half the city had been turned. The smart ones ran and hid. The smarter ones found places like this, where the zombies couldn’t just tear through the cloud layer…” Sighing, Spitfire looks over to the few pegasus remaining. “It’s a dark time in Cloudsdale’s history, Rainbow Dash. If there even is a history anymore.” Looking down and over, Spitfire stood up, walking over to the slowly cracking rainbow pony. She draped a hoof over Rainbow, who started weeping against her.

“We can’t let it end like this.” Rainbow muttered, through gritted teeth. “No…” The sound of hooves, bashing against the door began again. The horde had already returned, bringing death and destruction to their doorstep.

This was Cloudsdale’s death knell.

***

Twilight looked on as the train left Canterlot. The city was barren, the barrier dropped and the Risen dispersed. Twilight knew Applejack and the others would be in for a shock when they got back, but she trusted that AJ could make it to the Empire. She was resourceful and wouldn’t be beaten down so easily.

Twilight turned to the Changeling Queen, her minions beating back any Risen that remained. Chrysalis had been telling the truth; the Changelings exoskeleton made them impervious to the infectious bites of the Risen. They were the perfect enemy to the swarm, ironically.

“We should be on our way shortly, Twilight Sparkle.” Chrysalis grinned, making Twilight shiver. She knew there was more to this agreement than Chrysalis was letting on. The hive took to the air, followed by Twilight and Chrysalis, forming a kind of circle around them, in case of Risen pegasi. The group was hardly off the ground before Twilight’s suspicions were confirmed.

“I’m sure you know I’m not doing this out of the goodness of my heart. I want something in return.” Twilight frowned as Chrysalis continued. “My Hive and I are very tired and weary after you last defeated us. We’ve worn through our food supply and my dears are so hungry.” Chrysalis made a fake swooning gesture, only annoying the Alicorn in her presence.

“What do you want, Chrysalis?” Twilight interjected bluntly, before this charade could go on any longer. The Changeling Queen scoffed a bit, turning her head.

“I can’t tell if your tone insults me or impresses me, Princess. I wish for a place of land for my people inside your ‘welcoming’ Equestria. We would, of course, need regular tribute to keep ourselves going.” Chrysalis smirked to herself as they flew. “But I’m sure you could find some way to supply us, couldn’t you, Princess?”

Twilight felt rage wash over her. Of course she would demand that, of all things. It was a foothold for an invasion she’d tried not just once now, but twice. A settlement in Equestria would make Changelings a common thing in their nation, making it less suspicious if one was discovered. It would allow Chrysalis the room she needed to weasel her way into Equestria and bring it down from the inside. There was no way Twilight could allow that.

“Tick-tock, Princess. Your friend’s life could be slipping away this very second, while you sit and think.” Chrysalis smirked, flying ahead of Twilight a ways. Twilight felt a knot in her chest as she thought of the possibility of Rainbow being injured and dying, alone.

“Fine. Fine, you’ll get your land. I have a plan for fighting the Risen in Cloudsdale and I’ll need your whole hive to help me do it.” Twilight joined Chrysalis, looking over to the Queen with disdain. “I’ll create a distraction and your swarm will fight the horde as they charge us. It should be simple enough, since you have so many ‘minions’ with you. Once the swarm is distracted, you’ll stay while I go find Rainbow. She would react poorly if she saw you there.”

Cloudsdale came into view; Twilight took a deep breath, steeling herself for what was to come. She prayed for Rainbow’s safety, but the pit in her stomach hadn’t gone away. They had seen the Sonic Rainboom from far off and fear had settled into Twilight's mind. She was terrified things would only get worse from here. She saw stray Risen, gathering towards the city from off in the distance. Were these new arrivals or returning pursuers? She followed their trajectory, seeing they were gathering towards the weather factory.

Of course the factory would be the safest place to hide! Twilight took in a breath, looking to the Changelings. It was time to do what she had to do. For Equestria. For Rainbow Dash

***

Rainbow and Spitfire lead the ponies deeper into the factory, sealing the way behind them. As they progressed, things became cramped, uneasy and cold. The machines and pipes became more and more prominent, to the point where Rainbow wondered how the building managed to stay in the sky. Rainbow had been all over the weather factory in her day, but this was nothing like the other branches of the facility. More signs warned them of the dangers of doing this or that with the machinery, depicting images of electrocution, injury and, in rare cases, death. Naturally, this only made the trembling ponies only more terrified. This place was so empty, emotionless and uninviting. Was this really where they made Rainbows?

Assembly line style conveyor belts appeared on their sides in some hallways, and vibrating machines hummed and churned all around them, still sputtering with life even after their master’s passing.

Eventually, a large double door came into sight, the central hub of all the paths. Rainbow leaned on one side of the massive door, struggling to open it. Spitfire joined her a moment later, the two of them managing to force the door open.

The room was fairly open and empty, making Rainbow think of a theater hall. At one side of the room, there were six large vats, glowing with the colors of Spectra; the magical ingredient used to create rainbows. Mixed together, the Spectra made the glorious, shimmering rainbows that flowed from the factory like a waterfall, creating not only the rainbows ponies saw after a storm, but providing it for places like Rainbow Falls and Winsome Falls.

What confused Rainbow was the rest of the room; it was nothing like she imagined it would look like.

Directly above the Spectra vats was a strange looking machine. From a central stack, six hoses broke off and lead above each of the individual vats. The machine was well maintained, except for a layer of red rust over the opening at the tip of the machine. Farther above that was a complex looking contraption, with chains and gears hanging off of beams and pipes limply, like the heads of defeated ponies. Running all over the room was a large catwalk, overlooking the entire room. The silence of the room was only broken by the faint creak of machines and the clanking of shifting chains.

“What is all this?” Rainbow walked into the room, examining all the sights. “I thought the factory would be more… whimsical.” She stopped moving, spotting some motion out of the corner of her eye, a flash of white and yellow. Before she could catch the source, she’s left staring at a large pipe on the wall. She gave her head a shake, rubbing her eye. “Come on Dash… You’re seein’ things now. That almost looked like-“

“Rainbow, come up here!” Spitfire’s voice rang from the top of the machine. Flying up to her, Rainbow looks over the mouth of the mechanism with her. “Rainbow, look at all this…” She rubs a hoof over the rust, shuddering. “Is it what I think it is?” Some of the ‘rust’ smeared off onto Spitfire’s hoof.

“Blood…” Rainbow felt her whole body tense up. “That’s not rust. That’s blood.” Rainbow kept her voice down, to not scare the ponies below, but she wanted to scream. This made no sense to her. She had always loved what the rainbow factory did for Equestria. But now…

Beyond the lip of the machine was a sea of grinders, all painted with splotches of blood. Most of it was dried, but there were obvious signs of a more recent victim. “By Celestia…” Rainbow whipped her head up, looking up towards the chains, seeing the truth; they were shackles. Nausea washed over Rainbow Dash, shame filling her mind. How long had this machine existed? How many times had it been used?

“They told me ponies had been going missing ever since they got in here. I thought they were just flying away or getting lost, so I didn’t think too much of it…” Spitfire looked mortified. She wiped her hoof off on her Wonderbolt’s suit quickly.

A few more pegasus drifted up after the two, following the self-appointed leaders. Spitfire turned to them, Rainbow being too enthralled with the terror of the machine to react appropriately. “Stay down there. We don’t know-”

“Surprise!” Everypony in the room heard the shrill shout, making their heads snap up.

To Rainbow Dash, the voice was all too familiar. But that was impossible. “Pinkie?!” Rainbow shouted, but she wasn’t met by the gleeful smile of her Ponyville companion. Instead, her turned head was met with a snow white hoof to her jaw. As Rainbow caught herself on a railing, she looked down to the machine. Another pegasus, who had taken a second hoof in the ambush, had fallen among the grinders inside the machine.

“Not the best subject, I must admit.” Rainbow snapped her head back up to the scaffolding, seeing a Pegasus staring down Spitfire. The pony looked a lot like Pinkie, except her mane was straightened out and was a golden blonde. Her coat was a snowy white, her eyes a burning violet and her cutie mark was three purple balloons. It was Surprise, a pony Rainbow had seen all over Cloudsdale, but never really got to know.

Her hoof rested on a lever nearby, her mad grin making Rainbow pale. “We prefer failures, but I will take what I can get. As the supervisor here, I have a quota, after all.”

With one smooth motion and a sickening laugh, Surprise flipped the switch down. Rainbow heard a scream from behind her, along with a loud mechanical whirring. In a single second that felt like an eternity, Rainbow heard the sickening squish of the machine devouring its victim. The sound of bones snapping filled the air, along with the insane laughter of the pony controlling this horrible machine. Everything happened so fast…

“And we normally have a whole procedure to this, but…” Surprise continued, once the screaming had devolved into agonized gurgles and then silence.

Spitfire snapped out of her shock with a gasp, turning and tackling the insane pegasus. Surprise’s back smashed against the power switch, turning the terrible machine off again. With a grunt of effort, Spitfire twisted her body, throwing herself and Surprise over the side of the scaffolding. The two fell for a moment before Spitfire gained control of the fall and kicked swiftly into Surprise’s stomach. The white Pegasus slammed into a pipe on the ground, but pulled herself up again with shaky laughter.

“You want to stop me? Well, you can’t stop it! None of you can!” The other pegasi were useless. They were already shaken from the nightmares outside, so facing down this was too much for them.

Spectra filled the tubes and Surprise just laughed. It was the kind of laugh the truly insane needed years to practice and perfect. It made Rainbow’s blood run cold. Spitfire turned off the machine, just as Rainbow recovered herself from the pain in her face. She was still trembling, still hearing the screams of the pegasus from moments earlier ringing in her mind.

Surprise flew back up, bruised under her coat from her fall. She put her hooves around Rainbow, grinning wildly. Rainbow was in shock, only able to just stare at Surprise in horror. “Don’t I know you? Oh right! Rainbow Dash, right? Oh, you’ll be perfect!” She turned her whole body, flinging Rainbow over the railing and into the machine, just as the grinder began to stop. Rainbow Dash screams as she landed on the spikes of the grinder, pain shooting through her entire body as small spikes found their way into her back, legs, and arms. She’d managed to keep her head out of the pit, as well as her wings, but that simply put more pressure onto the rest of her body.

Spitfire paled as she saw Rainbow thrown into the machine. “No!” She hadn’t known the grinder had stopped, as it was still making all kinds of noise, and feared for the worst after hearing Rainbow scream. Tackling Surprise again, she kept the crazed pony on the scaffolding this time, punching her again and again with her right hoof. A minute later, panting, Spitfire stopped, her hoof dripping with blood. Surprise coughed, opening her left eye, her right too swollen to open.

“We must keep making rainbows. The Device is hungry. Why don’t you see that?” She started to push herself up, but Spitfire stomped down, crushing her wing with a sickening crack.

Surprise screamed, twitching and flailing in pain, trying to force Spitfire off her mangled limb. Spitfire glared down to her, furious. Rainbow Dash had been just as much a Wonderbolt to Spitfire as her old companions. She hadn’t been able to save them. She hadn’t been able to avenge them.

They had all been killed by the horde; by innocent ponies, warped by some dark magic. But Surprise was a victim of her own mind, not some outside power. She had no one to blame but herself.

It made Spitfire sick.

Biting into the destroyed wing, Spitfire dragged a screaming, agonized Surprise over to the Machine, but stopped when she saw Rainbow Dash, shuddering in pain and shock on the spikes.

She drops the injured madpony and gasped, excited and relieved. “Rainbow Dash!” She flew down, carefully pulling her friend off the spikes. The damage wasn’t deep, but it was extensive; Rainbow had landed flat onto the grinders with her back and took the bulk of their spikes. She carried the other Pegasus up, forgetting about Surprise for the moment. “I was scared you’d been…”

“Killed? That easily?” Rainbow shuddered as she spoke, her voice trembling. She was in a lot of pain, but kept her snarky attitude. “You underestimated me again, Spitfire.” Rainbow Dash laughed, jumping a bit from a sharp pain as she does. Spitfire laid her down on the scaffolding, looking up to the madpony, who was still screaming in pain.

“And you…” She trotted over to the pony, lifting her up by her good wing with a hoof this time. “You’ve probably killed hundreds of ponies, if you worked here. But you kept killing, even after so many died.” Surprise mumbled out something about a quota, but Spitfire just bent her broken wing, making her cut off with a scream. “You butchered one of the few surviving ponies of Cloudsdale. You tried to hurt me. That alone would be enough for me to make you pay. But then you tried to kill Dash too. You tried to kill a pony I consider a friend, an ally and a Wonderbolt at heart.” Rainbow Dash felt a blush spread over her face as she listened, her back to the scene, making her unable to see Spitfire as she spoke. She couldn’t move to look either; she was in way too much pain.

“She is the last and best friend I have.” Spitfire continued, holding Surprise over the Machine. “She’s one of the bravest ponies I know. She’s an astounding athlete, has a heart of pure platinum and is a far better pony than a monster like you. She’s loyal, honest and strong willed…” Spitfire was blushing now too. She felt herself look back towards where she’d left Rainbow, then back to Surprise. “I’d kill you right now… But I don’t want to sink down to your level in front of Rainbow and the others… But I will do this.”

Spitfire dropped Surprise against the spikes of the Machine, making her scream in pain again. To add insult to injury, she’d even landed on her broken wing, further destroying her ability to fly. Spitfire flew down to help Rainbow Dash up, smiling a satisfied little smile.

“What you said there. Thanks Spitfire. That means a lot to me.” Rainbow said, smiling at her old mentor and hero.

“Nah, no need to thank me for the truth.” Spitfire leaned forward, nudging her nose to Rainbow’s. The two blushed faintly, smiling at one another. From the looks of it, Rainbow was past her shock now. Spitfire leaned back, clearing her throat. “Now get up, soldier. You’re looking well enough to move and we have survivors to tend to.”

“Hold on. There’s one thing I need to do…” Rainbow pushed herself up, walking shakily along the scaffolding. She rested her hoof on the lever, pausing to think about it. “Spitfire, you said killing her would put us on her level. Did you really mean that?”

Spitfire opened her mouth, but paused. She looked down, at the trembling ponies below, crying against one another, scared and helpless. After a long pause, she looked back to Dash.

“No.”

Rainbow Dash nodded. “I didn’t think so.” The lever was flipped, and Surprise’s final scream was silenced by the sound of crunching bones.

Author's Note

Well, I'll give you three guesses at what I listened to, non-stop, while writing this chapter.

Done guessing?

So, this is the chapter I've been hinting at since early on. I decided about halfway through this stories production that I would incorporate the ideas from other Grimdark stories into this one, blending them all into one universe. I liked the idea so much, added the Rainbow Factory into the mix. Perhaps it'll be Cupcakes next time.

Well, I'll need to ask you guys to bear with me from here on out. I lost all my files of chapters beyond this point, so I'll be winging it. What this means, is you can expect the writing quality to increase, but it'll take longer to release chapters. It certainly doesn't help that I've got Bassdrops and Bowstrings completely finished and am just doing edits and add-ins...

Props to AuroraDawn, writer of the original Rainbow Factory! Your story has kept many a-reader up at night and force-fed people nightmare fuel since the early days of this fandom. This is my hat tip to you.

-Inkheart