Requiem Of the Rainbow

by Levi_Lover1993

Rating: mature
Tags: My Little Pony: Friendship is Magic, Rainbow Dash, Comedy, Horror, Other, Profanity, Gore, Violence, Dark, Death, Alternate Universe, Main 6, Princess Luna, Original Character
Length: 7199

Melody Moonshine is on a mission to the Rainbow Factory.

Melody Moonshine is a young Bat Pony, that works as a spy for Princess Luna. Upon hearing a repeated reports of missing Pegasi foals, Princess Luna appoints Moonshine an undercover mission of participating in the Cloudsdale Flight Academy test and discover the mysteriously disappearing Pegasi.

Takes place in the Rainbow Factory Universe.

Picture - Rainbow Factory Symbol (Awoken [PMV] style)
by PinkamenaTwig from deviantart.

Published 2016-10-14 01:00:01 UTC
Last updated 2018-06-18 23:08:26 UTC

Chapter 1: Mission: Prologue

Silence filled the room, as we awaited the Jury's verdict. The cyan, rainbow-maned Pegasus sat upon the Defendant's chair, bound in a straight-jacket, struggling to hold in another outburst of insanity. I sat in the Witness' chair, trying to ignore the Pegasus and think back on my testimony. I was blatantly honest and the evidence and proof were irrefutable. Clear as crystal. Solid as a rock.

I thought on how this case came about. It was last week, on a Tuesday. I woke up during the evening, just before the sunset, and started my routine to get ready for work. Being a Bat Pony is never easy, but you'll get around.

I brushed my messy plum mane as neatly as I could, cleaned my teeth, got dressed into my uniform and flew off to the Canterlot Castle. Alon the way, my bright blue eyes caught two grounded Ponies leaving the city. A mare and a stallion. Married by the looks of it. What surprised me was they were Pegasi. The mare was deeply concerned, but the stallion looked like he was gonna blow a casket.

I swooped down to the couple and asked, "What seems to be the problemo?"

The mare looked at me with tear-filled sky eyes. The stallion glared at me with his fiery amber-gold eyes, "Why would a Bat Pony care?"

I gave the stallion a look, "Cause I might be able to actually help?"

"You would?" The mare asked. I assured with a nod and a smile. She sighed in relief and explained, "We're worried about our little filly. She was taking the Flight Test about four months ago. She's never been gone for this long."

The stallion finally calmed down and aided his wife's story, "We went to see if Princess Celestia would be able to call a search party. But the guards just kept declining."

I raised brow, as I listened. This is the fifth report this month. With the same problem no less. I shook my head and assured, "I'll see if Princess Luna will aid you."

"Thank you." The mare whispered with a bow.

I nodded and resumed flying to the castle. I entered through the back, Luna's portion of the castle. All of the other Luna Guards have arrived and talked to each other. The atmosphere felt heavy. Was there something I missed?

The chatter came to a screeching halt, as my mentor and father-figure, Captain Nightshift, and Princess Luna arrived on the scene. The cadets and I gathered and stood straight with a salute.

Captain Nightshift was the most respected Bat Pony in Equestria, apart from the ShadowBolts. Faced the toughest challenges and stayed head-strong.

The Captain's dark blue eyes scanned the area and he spoke in a deep baritone, "At ease." Most of us relaxed as he started, "As you know, there have been numerous reports of missing fillies and colts taking place after failing the Flight Test. Parents and Guardians have called for Princess Celestia's aid. However, each time, the Guards decline."

"Selfish donkeys!" The cadet on my left shouted.

"Watch your tongue, Silver." The cadet on my right hushed him.

"So, Princess Luna has placed us in charge of the investigation." Captain Nightshift finished.

Princess Luna stepped forward and scanned the room with her beautiful turquoise eyes. "Melody Moonshine." She called.

"Ma'am!" I answered, stepping forward.

Princess Luna looked at me, "Due to your acting and infiltration skills, I charge you to enroll into Cloudsdale Flight Academy, as a student, and gather intel about the missing foals."

There was chatter of disagreement among some of the cadets. The cadet on my left, Silver Shade, spoke up loud enough to be heard, "You're letting a merry-legs take this mission? That's bullhorn!!"

I glared at him, "Just because I'm small doesn't mean I'm weak!"

My size doesn't do me justice. I'm about the same height as a 15 year-old filly, although I'm 20 years old.

"At ease, cadets!" Captain Nightshift shouted.

Silver Shade and I instantly froze and looked straight ahead.

"The reason I chose Cadet Moonshine wasn't because of her size, Cadet Shade. It was a long debate on infiltration and acting skills. Cadet Moonshine was the most reliable candidate. "Princess Luna explained in a stern tone.

"Oh. My apologies, Princess". Silver Shade uttered dumbfounded.

I stuck my tongue out at Silver. Nah-Nah!

"However...." Princess Luna spoke up, "Since this is an under-cover mission, Melody Moonshine will have to under-go an alias and a different look."

I looked at the Princess of the Night. "Princess-Navy-Of-The-Moon says what?"

"Bat Ponies are not allowed to take the flight Test." Nightshift answers.

I nodded in understanding, but i wasn't happy to swallow my pride and become one of those feather-winged, bright-colored, weather prancers!?

I swallowed a large lump in my throat and requested, "Just don't make me look stupid."

Capetian Night shift smirked, "No promises."

"Step forward, Cadet Moonshine." Princess Luna told me.

I walked up to the steps and stood in front of the Princess of the Night. Her Alicorn horn glowed in her magnificent light blue aura. She lowered her horn over my head and my body was enveloped by a light.

I felt a sharp pain in my wings, as the dark blue leather was replaced by bright yellow feathers. Wait! Yellow?! The bight color traveled from my wings, through my navy blue coat, to the tips of my hooves and nuzzle. My plum and lavender streaked tail faded to a white with golden streaks.

White and gold? What am I? An outdated party gift?

That wasn't the worst of it. My Cutie Mark of a moon on a moonshine jug faded and was replaced with a horizon sky that looked similar to a lemon meringue pie.

The light vanished and the burning pain subsided. I noticed, at the corner of my eye, my comrades were trying not to laugh.

The first to break the ice was Silver Shade. He burst into hysterical laughter and shouted, "Moonshine, you're a dessert!"

I raised a brow, "What?"

Using her magic, Princess Luna summoned a mirror in front of me. Staring back at me was a petite Pegasus mare with a bright yellow coat and white and golden-streaked mane, in the same style as my own. Her eyes were the same blue as my own.

After a few seconds of staring, I screamed, "You made me into a lemon pie!"

Captain Nightshift snickered, "That's actually your alias."

The entire room burst into laughter. I've never felt so embarrassed in my life. The only one that wasn't laughing was Princess Luna.

Luna walked up to me and used her magic to put a choker with a moon pendant around my neck.

"This pendant is enchanted with the same spell. Remove it when the time is right." She told me.

I nodded in understanding.

Captain Nightshift calmed his laughter and instructed, "Alright. You are dismissed for the night. You're going to Cloudsdale in the morning."

With that, the debrief was adjourned and it was time to get to work.

Author's Note

This is my first fanfic ... I've read the other Rainbow factory fanfics and this popped in to my head .. im not every good at putting my fanfics on to paper but with the help of my big sister i trying too ... i hope you like this. ^_^

Chapter 2: Mission: Friendship F**K!

Chapter 2: Mission: Friendship F**K!

I can't believe I'm doing this! Cloudsdale Flight Academy! Just to fail a test! Make friends! And disguised as prancy Pegasus Pony!

*Sigh* I can't argue. This for the concerned Pegasi parents. Princess Luna trusted me with this mission for a reason. I'm not going to lose my temper.

Doh, who am I kidding? First day in the Academy and I'm freaking lost! I've been wondering the cloudy halls all morning and nopony has bothered to help.

"Hello? Do you need help?" A young female voice spoke from behind me.

I turned to see a 15-year-old Pegasus mare smiling at me. Her coat was white and her mane and tail were rose pink with blue tips. Her eyes were an enticing lavender. And her Cutie Mark was a shooting star.

"Y-Yeah. I'm a bit lost." I told her.

"I can help you. May I see your time table?" She offered. I showed her my schedule. She mumbled in reading then she looked at me, "You have the same classes as me. Right now, you have History of the WonderBolts. I can take you."

I smiled at the mare. Maybe some these Pegasi are not as bad as I thought. "Thanks."

"It's no problem." She smiled, then introduced, "My name is Star Dream. What's yours?"

"Me--" I stopped myself from saying my real name. I quietly sighed and answered, "Lemon Pie."

"Like the dessert?" Star Dream asked. I nodded in embarrassment. She shook her head, "Ouch."

With that, Star Dream lead me to the classroom, where my first lesson at this academy began.

I got a gentle scolding from the teacher, due to being late, but Star Dream backed up my excuse, and we took our desks. I sat between Star Dream and two stallions.

"Now, students, who can tell me the founder of the WonderBolts?" The teacher asked.

I raised my hoof, "Princess Celestia, ma'am. Soon after banishing Nightmare Moon to the Moon, she established the E.U.P Guard to protect and keep peace. Given a year later, a Pegasus named General Firefly established the name 'WonderBolts'."

The teacher clapped her hooves, "Well done, Lemon Pie."

Star Dream raised her hoof, "Miss. SkyHigh, why aren't Bat Ponies allowed to join the WonderBolts?"

"Because Bat Ponies were still seen as disciples of Nightmare Moon." The teacher answered, "And the rules still dictates that Bat Ponies can never becomes WonderBolts."

I slightly lowered my head. It's true that Bat Ponies can never become WonderBolts. Other Ponies still see us as either demons or disciples of Nightmare Moon. Just like Zecora before Ponyville got to know her.

"Not a shame. Those uniforms would've looked ghastly." The stallion on my left spoke up, breaking my train of thought.

The Pegasus stallion was orange-themed. His coat was orange with pumpkin stripes. Not zebra stripes, but like bands. His mane and tail were peach and well combed. His eyes were a chocolate brown. His Cutie Mark was an open geode, very strange Cutie Mark.

"How can you say that, Jasper?" I heard Star Dream shout.

I looked at her in shock. Star Dream is okay with Bat Ponies?

"Please. Don't tell me you don't think that blue and yellow clash with those nightly tones?" The stallion, Jasper, asked. The he scoffed, "Please. It's a fashion disaster."

A sigh appeared behind me, "He's spent time with Rarity again."

I looked over and saw another Pegasus stallion. This one was different. His coat was a light green. His mane and tail were coffee brown with a softer brown streaks. His eyes were sap green. His Cutie Mark was most peculiar; a seven-leaved clover.

What was different with this stallion were his fetlocks were very unshorn, they could be mistaken for Clydsdale hooves.

"Of course. She knows blending colors." Jasper answered.

"Please, enough, Jasper." Miss. SkyHigh called out, "I understand that your dream is not to become a WonderBolt, but to become a fashion designer in Cloudsdale. But, you still must pass your test."

Everything went quiet and class was over. Next was recess. Once we were out of the classroom, I reached out to Star Dream.

"I couldn't help but notice your words. You're okay with Bat Ponies?" I asked.

Star Dream nodded, "You could say I'm part Bat Pony. My mother's mother was a Bat Pony, and I love my grandmother."

I nodded in understanding.

Then the luck-themed stallion spoke up, "Are you kidding? The sharp fangs, the narrow eyes, the leather wings. The Bat Ponies are so bad-ass and I envy them."

"Why do you envy them?" I asked.

"Clover is half-Earth Pony. His father was a Clydesdale." Star Dream explained.

I nodded in understanding. That explains Clover's fetlocks and size. I lightly chuckled, "Explains your fetlocks."

Clover chuckled, "Yeah. It kinda does. But, what I lack in walking I gain in flying. You've heard of Fleetfoot?"

Star Dream and I nodded, while Jasper sighed in starstruck, "Oh, the fastest WonderBolt in the team. Her coat and mane scream gentleness of clouds and the sky. Such speed and grace."

Clover rolled his eyes, "Yeah... She's my mother's sister."

"Wow. Flying runs in your blood." Star Dream gasped with a smile, "Have you ever thought about becoming a WonderBolt?"

Clover quickly shook his head, "No. My father has a business of selling good luck charms that actually work. I thought of taking over the business when he retires."

I turned to Star Dream, "What about you, Star Dream? Any dreams after the test?"

Star Dream robbed her foreleg, "Well, I always had a fascination with stars. After the test, I thought about directing the stars into new constellations and creating art with them."

I smiled, "That's quite a dream."

"What about you, Lemon?" Clover asked, "What would you do after the test?"

I thought for a moment to come up with a good enough lie. What should I say? What should I say?

A lie finally came to my mind and I smiled, "I'd help my family around the rock farm. The damp weather is never good for the boulders."

Jasper gasped, "A beautiful Pony like you? Work on a rock farm?"

I hid my blushing cheeks, "What? My family owns a large rock farm outside of Ponyville. As a Pegasus, the least I could do was clear the weather."

Clover leaned closer to me and narrowed his eyes, "You wouldn't be related to the Earth Pony Pies, would you?"

"Uhh..." I studdered, with my eyes darted around the hall.

Star Dream smiled, "That would explain your name. Lemon Pie. Pinkie said she had a large family she wasn't very aware of."

"Y-Yeah. I'm Pinkie's second cousin, once removed." I answered quickly.

I mentally face-hooved. What was I thinking? I should've spoken to Princess Luna about a made-up backstory. I know nothing about the Element of Laughter's family. All I know is her bubbly personality and that she's Ponyville's local baker!

Anywho, once we finished talking about our dreams and family, the bell rang for class to start. My time at the Academy went by quite quickly and I made quite close friends with Star Dream, Jasper and Clover.

So far, so good. I hope the rest goes just as smoothly.

Chapter 3: The Test.

It's been a week since I came to Cloudsdale Flight Academy. Today was the test.

For some reason, the air was heavy with tension, nervousness and excitement. The students were chatting among each other on how they're going to live their lives after passing the test.

I just had to remember to fail, so I could report to Princess Luna on what happens to the pegasi that fail.

The bell rang, indicating it was time to gather into the coliseum. Just as I reached the entrance, something bumped into me and fell back.

I turned to the fallen pegasus, "Oh my gosh! I'm so sorry. Are you-"

I stopped short as I saw the pegasus that bumped into me. It was a mare around her mid-twenties. Her fur was a light yellow tone. Her long tail and mane were a light cherry blossom pink. Eyes of opal cyan. And a Cutie Mark of three pink butterflies circling each other.

I knew this pony. Princess Luna spoke highly of this mare. What is somepony like the Element of Kindness doing here? Is she here to take the test too?

I extended my hoof to her, "I'm very sorry. Did I hurt you?"

The Element of Kindness took my hoof and got back to her hooves. She scoffed her hoof and tried avoiding eye contact with me, "N-no. It was my fault. I didn't see where I was going."

"Lemon Pie!" I heard a familiar voice shout from behind me.

I froze then turned. It was Star Dream trotting toward us. "There you are. Clover asked me to look for you." She smiled.

I smiled back in embarrassment, "Sorry, Star. I got side-tracked."

"Star Dream?" The Element of Kindness gasped.

Star looked over my shoulder and gasped, "Fluttershy? Ohmigosh! How long has it been?"

"Too long. You're taking the test?" Fluttershy asked.

Star Dream nodded, "Yup. You?"

Fluttershy lightly nodded. The late bell rang. Fluttershy, Star Dream and I hurried to the coliseum.

*Later, At The Coliseum...*
"Places, places, everypony." A massive, buff Pegasus, with light blue mane and tail and lighter blue fur, walked towards the entrance to the coliseum, as we made our way in-line, "We're going to do this by name. Your adjudicators are on the east side of the field. Do not, I repeat, DO NOT, fly too far west. If they lose sight of you for any reason, you'll be failed, immediately. Take deep breaths. Stretch your wings one last time. The test will consist of three sections. Weather clearing, Agility, and finally Recovery. Clear the clouds, fly through the hoops, and then fly to the marked elevation. Close your wings for at least three seconds. Any less and you'll fail, but keep in mind there's no 'extra points' for extra seconds. Finally, recover before you hit the cloud floor. Understood? Any questions?"

Everypony was silent with their eyes on the instructor, as he glanced at each of us.

The instructor nodded and looked at his list,"Alright. Starlight Dreamgaze. You're up first. Clear, fly, fall, complete."

Star Dream hesitantly entered the coliseum and looked at the three judges. All three nodded and Star took of with a powerful force. She reached the starting altitude and began with the clod portion of the test. Using her speed, Star cleared the clouds like she was a bolt of aurora lightning. She flew through the hoop course with ease and incredible precision.

I held my breath as she pulled herself up the right attitude and closed her wings. She closed her eyes and started falling.

One... Two... Three... Four... Oh no...

Star opened her eyes, gasped and opened her wings. She tried to maneuver away from the clouds. However, she lost control and landed in a supporting pillar.

The judges all pointed down. Star Dream sulked, freed herself from the pillar and flew toward the west gate of the coliseum. That's not on!

After a second of silence, the instructor shouted, "Silver Wind. Clear, fly, fall, complete!"

A silver-maned stallion in front of me entered. He passed.

"Napoleon Jasper Darkstone. Clear, fly, fall, complete." The instructor called.

Jasper entered the coliseum. The judges nodded and he took off to the starting altitude. He used his powerful legs to take out the clouds, then he zipped through the hoop course. What he didn't notice was the judges were already pointing down. Something was wrong.

I cupped my muzzle and shouted, "Jasper, stop!"

Jasper stopped three-quarters through the course. He looked at me, then at the judges. He raised a brow and asked, "Why? How did I fail?"

The middle judge, a mare, pointed to the cloud course. He missed three clouds.

"But, they fitted the decor so well." He pointed out.

The hooves still pointed down. I rolled my eyes and face-palmed.

"Please! Let me try again. I'll do better. I swear!" Jasper pleaded. But no avail. The judges' decisions were final. No turning back now.

That stallion's fashion sense is going to be his downfall. I can see it coming.

The instructor looked at his list and called, "Clover Nightingale! Clear, fly, fall, complete!"

Jasper joined Star, as Clover made his way to the center of the coliseum. The judges nodded and Clover took off to start the test. He seemed to have inherited his aunt's speed. He cleared the clouds so quick, the clouds became vapour before vanishing into nothing. He flew through the hoop course with little trouble.

However, his fetlocks caught a hoop, causing him to lost control of his flight momentum and crash into the center with a loud snap and thump. That's not a good sound to hear.

Out of worry, Star called, "Clover!"

Clover recovered from his crash, but he winced as he tried to fly, but his left wing gave out. Three hooves pointed down. That's not fair!

"Soaring Flames. Clear, fly, fall, complete!"

Clover turned to make his way to where Star and Jasper sat, but he fell under the weight of his broken wing. He couldn't move and nopony was bothering to help him.

"Fawkes Trailblaze. Clear, fly, fall, complete."

My heart burned in anger on the pony's behavior. We Bat Ponies have a rule that's been in our Code of Honor for centuries.

'A Pony never leaves another behind.'

"Lemon Pie. Clear, fly-"

"No!" I shouted, cutting the instructor off. The other pegasi turned and stared at me in shock.

The instructor strongly pointed to the coliseum, "Get out there and take the flight test now. You don't want to make the judges angry."

I stood my ground, "Let them fail me! I'm not going to stand idly by as you let other ponies refuse to help another!"

"Into the coliseum now!" The instructor demanded in a strong, deep and stern tone.

I narrow my eyes at him, "Make me!"

Clover looked at me. I ran over to him and put his broken wing over my back. I looked at the judges. Angry expressions and all three hooves pointed down. I didn't care. I'm a terrific flier. My mission was to fail anyway.

"Fluttershy Andrea Breeze. Clear, fly, fall, complete!" The instructor shouted.

I helped Clover to the west gate, as Fluttershy entered the coliseum and started the test. She did well with the clouds and hoops. However, when it came to the falling part of the test, Fluttershy just dropped and fell into the coliseum with a flump.

Fluttershy looked at the judges and all three hooves pointed down. Oh dear. That's not good.

Fluttershy sulked and joined me and Clover to the west gate. Tears were welling up in her eyes. I put my free wing over her shoulder.

"You did very well, Fluttershy." I assured with a genuine small smile.

Fluttershy gave me a small smile, but sulked. Clover, Fluttershy and I joined Star and Jasper then walked toward west gate. The west gate lead to a dark hallway with a poorly written sign. 'Test Failees'.

Star Dream and Jasper gathered around Clover, Fluttershy and myself. I was the first to enter the hallway. The others followed behind me. Afraid and unaware of the dangerous place we were going to.

Chapter 4: The Factory

Clover, Star Dream, Fluttershy, Jasper, myself and some other pegasi that failed the flight test were sitting in a rugged old carriage, as it rode down a road. The windows were reinforced with bars, so we couldn't see where we were going. Fluttershy was lightly sobbing behind her hooves. Star Dream was comforting her friend. Clover was fidgeting with his fetlocks, mentally cursing his father's genes. And Jasper was complaining and moaning about the decor of the carriage.

"This colour is just awful! Has anypony ever heard of golden tassels? Put some on the corners of the windows. Really give this thing some class!" He complained.

"Jasper... Just shut up already!" Clover told the fashionista pegasus.

But Jasper ignored him and kept talking. I sighed in annoyance and rolled my eyes. Then I noticed the other ponies were avoiding a pegasus in the corner, closest to the door. A young mare.

Her mane was an ebony black with a noticeable silver white streak, in a short pixie style and long bangs over her eyes. Her tail was short, but very scruffy. Her eyes were a light green with dark rings and bags under them. Like she's had no sleep at all. Her fur coat was a charcoal grey, covered in black ink-like stains. Her front hooves are covered in black ink. Like she's been drawing with her hooves and forgot to wash when she was finished. She wore a black and purple scarf around her neck.

Her wings were what surprised me. They were a cross between a Bat Pony and a Pegasus. The top half of her wings were feathered whilst the bottom half had leather membranes, like a bat's.

Her Cutie Mark was similar to Princess Luna's. A patch of night sky, but with a silhouette of a wolf howling to the full moon.

I nudged Clover and asked, "Who's she?"

Clover looked at me, then at the lonely mare. "That's Nightingale. We call her Scatter Brains."

"Why?" I asked.

"She's not right in her head." Star Dream answered, "They say that when she was only a filly, she flew into a terrible storm. She got struck by a powerful bolt of lightning and was never the same again."

"She has a hobby of drawing strange images with her hooves." Clover added, "Always refuses a quill or pencil. But, that's not the scary thing."

Star Dream nodded, "No. The scary thing is that a time after she draws something, it happens."

"And what about her wings?" I asked.

"Her father was a demon." A dark-maned stallion answered in a whisper.

I wanted to punch the stallion for calling Bat Ponies demons. But I decided to hold myself back and kept my cool.

"Stop calling them that!" Star Dream glared.

"Nightingale's mother was a pegasus and her father was a Bat Pony. That's why she looks like that." A lilac-themed mare answered.

"Cracks bones... Nothing but grey.... Nothing but grey..." The mare, Nightingale whispered to herself. Her voice was sweet, but quiet.

I raised a brow at her. 'Nothing but grey'? What does that mean?

"She mutters like that, as well." Clover told me.

"Best to stay away from her. She's a bad omen." A pink-maned stallion added.

"Oh! Red carpet! That would bring some glamour to this carriage. Or maybe blue wallpaper. Ooh! Light cyan. Pastel green!" Jasper rambled with a smile.

"Napoleon Jasper Darkstone. Shut the fuck up!" Star Dream shouted, "You're not helping anypony with your ridiculous fashion sense!"

"Sorry, Starlight. But, I'm stressing! This is how I cope!" Jasper argued.

"Well, could you cope quieter? I'm trying to think!" I shouted.

"Pastel green... Clear... Fly... Fall... Complete..." Nightingale whispered again.

"Come to think of it. Where are we going?" A green-themed mare asked.

"I heard that Pegasi that fail the test go away somewhere far away." The dark-maned stallion spoke up, "Probably banished."

"I heard in Canterlot that parents never see their foals again." Clover spoke up.

Star Dream turned to Fluttershy, "Flutters, did anypony you know fail the test when you were younger?"

Fluttershy stopped sobbing, lowered her hooves and nodded, "My best friend, Rainbow Dash. She spent years being the best and fastest flyer in all of Flight Camp. However, she has terrible stage-fright. I heard she failed the test. But she was able to live her life in Ponyville."

I rubbed my chin in thought. Could there be a connection?

Everything went quiet, as the carrier came to a stop.

The warden opened the door. A sharp gust of icy cold air entered the carriage. The sunlight was gone and nightfall sparkled with stars. How long have we been riding? The warden left the carriage without a word or a look at us. One-by-one, the pegasi left the carriage. Nightingale stayed where she sat.

A masked pegasus looked into the carriage and shouted, "Hey! It's time to leave the carriage. You will come or we'll force you."

I quickly exit the carriage. Nightingale followed close behind me. We were welcomed by the masked pegasus. It was covered in a black suit, a black mask and a black-dyed tail. Somewhat like a shadow. The shadowed pony slammed the door of the carriage and the cart drove back.

Jasper sighed in relief, "Thank Celestia. I thought we'd never get out of that dreary wreck."

A large pair of double doors opened behind us. A group of ponies, in lab-coats and masks, circled around us and lead us into the cloud building. Suited ponies were rushing back and forth to other places. Some holding clipboards and pulling levers. Pipes of all sizes travelled down the walls and meeting vats.

"Isn't this the weather factory?" Clover recognised.

"That can't be right. We were travelling for so long. How?" Star Dream exclaimed.

"Colour drains... Nothing but grey..." Nightingale whispered again.

"Welcome mules." A powerful voice greeted. We turned to see a large, red-coated pegasus stallion in a white lab-coat walking toward us, "You degenerates are probably wondering where you are. Silly fillies. You're in Cloudsdale. The Rainbow Facility to be precise." Then he offered, "Allow me to show you around."

"Why are we here? What do you want from us?!" I asked.

"Allow me to introduce myself. I am Dr. Atmosphere. I'm one of the Forecolts in this facility." The stallion introduced himself, then asked, "I'm sure you've all had the tour of the factory, no?"

Everypony, except me and Nightingale, nodded.

Dr. Atmosphere smiled sadistically, "Excellent." Then asked, "Who can tell me where the tour begins?"

"Where the Spectra comes from the upper levels and mixed." A fire-themed mare answered.

"Very good." He praised, "But, today, we're on the upper floor. Please, follow me, and don't get too far behind, or one of my helpers will be forced to... encourage you." With that, he winked at the suited ponies around us.

With nods, three of them at the rear leaned forwards and jabbed each of us with tasers, shocking us to the ground. I gritted my teeth, trying to endure the pain. Dr. Atmosphere whinnied in laughter as we all yelped and fell, and continued into a soft chuckle as we all stood up again. I stood up, turned and quickly looked at each of the suited ponies, catching each of them in the eye when I could. None of them were the rose-eyed pony from the carriage.

Where did it wonder off too?

"What the fuck?! You think that was funny?!" Clover shouted, still feeling the static of the tasers.

A worker poked a taser into his injured wing. Clover winced to his knees and hissed in pain.

"You simply must be careful in this department," Dr. Atmosphere began in a dark tone, "There's plenty of nooks and crannies and vents and vats one could fall into. One must be careful not hurt themselves. After all, you're all hopeless as it is, any more so and even we couldn't use you." He glanced behind himself maliciously, as I frowned in insult.

The group of pegasi and I followed after the red-coated engineer stallion, as we walked deeper into the room. Deeper inside was more horrific. A series of halls with vibrating machines and assembly lines lining the way, low hanging wires and steaming pipes. The atmosphere grew colder as we walked further down the halls. A foul stench of blood and rotting flesh reached me nose. What the heck happens in this place?

"Now, let me tell you a story." Dr. Atmosphere spoke up, snapping me out of my thoughts, "Cloudsdale is where the weather is made. Without us, the rest of Equestria would starve, freeze, drown, and generally be a not-very-happy place. That gives us a special honour, one that can't be tainted by, er, incompetent foals like you." He looked over to us, "How could the world look up and trust us if pegasi like you are flying around wearing the Cloudsdale name?" He shook his head, "No, no, we needed to do something with all of you. And then we got a delicious idea, one day, over a thousand years ago. Those were some smart ponies back then, I'll say. You don't find too many of them these days. But I digress, ha ha. Here, now, through these doors, quickly now, before more encouragement is supplied." Dr. Atmosphere opened a heavy door in a cramped corridor.

"So what? We're here to work, hidden from the eyes of the Princesses?" I asked.

"Actually..." He started, glancing at the suited ponies around us. They kicked us into the corridor. "You're here to die."

And with that, he slammed the door closed. We turned, and looked at the big room we were forced into. It was fairly open and empty, almost like an theatre room.

At one end of the room, there was six square vats, each one nearly full with individual Spectra: Red. Orange. Yellow. Green. Blue and Violet. Above us was a peculiar looking machine. From a central stack, six hoses broke off and lead above each of the individual vats. At the top of the stack was a single opening, red with rust despite the rest of the machine to be shiny and clean. The smell of blood and flesh was very strong in the opening.

Even further above that was a fairly complex looking object, with chains and gears hanging off of beams and pipes loosely. Running even higher than the whole machine was a length of scaffolding, with doors on either side leading out of the room. Down on the floor, a small collection of defeated, crying ponies sat, chatting quietly.

"Fears and horrors come true... Not a single soul gets through... Failures pay their toll..." Nightingale whispered, her eyes darting around.

The dark-maned stallion punch her in the face, knocking her to her knees. "I knew this was your doing, freak! You're a bad omen! I'll kill you!"

He charged toward Nightingale in a fit of rage, but Star Dream and Clover held him back and I put Nightingale behind me.

"Dryspell, calm down! This isn't Scatter Brains' fault. She's just as innocent as we are." Clover told him, "Now we need to find a way out of here."

Jasper nodded, "I don't want to die here!"

Everypony rambled amongst each other in agreement. Then a voice shouted, "Eyes front and centre, you inept mules!"

After what happened in the previous display, no one challenged that order, and stared at the scaffolding, just as one of the doors opened. A few official looking Pegasi walked in on the scaffolding, and turned to look down on the group with disgust.

One of them stood onto a small podium set up in the centre, and began speaking loudly and clearly, "By now, you've all clearly determined that you are not going into exile. There is no deportation. There never was. You are in The Factory. You will never leave The Factory. And while you may be called useless, that's also not entirely true. You're worthless to the flock as a Pony. But, you still have purpose! Purpose to all the ponies in this land, far and wide. You get to help us make rainbows! Beautiful, magical rainbows, doesn't that excite you?"

The mysterious announcer grinned ecstatically, taking in all the disgusted looks from every foal on the floor below him. "I thought so," he chuckled, "It is just such an honor, you know, it leaves every pony entrusted with the task speechless too! Now, do we have any volunteers?"

Again, everypony below glared with hate. The fire-themed mare shouted, "How could you ever get away with this? How could Celestia, or even Luna know about this and tolerate it? It's slavery! It's torture!"

"I think you'll find it's more than that." The raspy voice of the second official pony walked out the shadows and up to the podium.

The pony was in a suit, and masked. The first pony walked off the podium and allowed the second to talk.

Fluttershy saw the second pony's cerise-rose eyes and gasped, "Rainbow Dash?"

Chapter 5: The Truth Comes out.

"A thousand years ago, when Celestia banished Luna from Equestria and sent her to the moon, she was charged with three tasks. She originally was in charge of raising the sun, and showering the land with rainbows. But, with the moon becoming an addition task, she had to hand down the responsibility of rainbows." The masked Pegasus explained, "Celestia entrusted the Pegasi of Cloudsdale to make rainbows for her, from then on. For the first dozen years, we were given powerful Unicorns to help great Spectra-"

I couldn't help but burst into laugher. Cutting the Pegasus off her speech. My laugh echoed across the room, and bounced off the walls.

"Lemon! What are you laughing about?" Star Dream asked me.

"That's utter... Bullshit!" I shouted, turning serious on the last word. I turned to the Pegasus mare and shouted, "Why don't you just cut to the chase and tell us we're here to die?!"

The Pegasus looked at me and removed her mask. Cyan fur coat. Rainbow-themed mane and tail. Cerise-rose eyes. Everypony gasped in disbelief.

"R-R-Rainbow Dash?" Fluttershy recognized, "Wh-Why? How? When?"

"Strong words from a failure, such as yourself." Rainbow Dash glared at me, "What's your name?"

"I'm the one who didn't fail the test." I told her, "Your judges failed me because I said 'no'. And it takes a failure to know a failure."

The other ponies looked at me. Rainbow glared at me, "What did you call me?"

I smirked, "Oh, sorry. Did I stutter? Did I strike a nerve? Good! I know who you are, Rainbow Dash." I pointed my hoof to her, "You're just like the rest of us. Spectra doesn't just come from us. It also comes in the form of a colorful explosion. A Sonic Rainboom, if you will. A trick that only you can perform."

Rainbow Dash glared at me, as I continued, "The one in charge, before you, made a deal with you. If you continue to create the Sonic Rainboom, he'll let you live." I smirked, "A task you couldn't complete. A failure, like the rest of us."

"How dare you!" Rainbow hissed, then flew to my level, "Who do you think you are?"

Nightingale backed into Jasper, "Yellow and pink... Yellow and pink!"

Jasper stepped away from her, "Get away from me, freak!"

"I asked you a question, dullfeathers!" Rainbow shouted, returning my attention to her, "Who do you think you are?!"

I burst into laughter again. The failures stepped away from me. Rainbow Dash growled and punched me across the face with her right hoof. I fell to my side. Something in my mouth tasted like metal. I spat it out of my mouth, blood hit the floor, five feet from myself.

I got back to my hooves and smirked, "Thank you, ma'am. May I have another?"

"You're no ordinary Pegasus, are you?" Rainbow noticed, "What the Hell are you?"

"Lemon? What are you doing?" Clover asked me.

"You have to stop what you're doing." Star Dream told me, "Are you trying to kill yourself first?"

Fluttershy stepped forward, finally recovered from her shock, "What do you think you're doing here, Rainbow?! You're in charge of this place?"

Rainbow Dash moved her gaze away from me and onto the Element of Kindness. Her eyes widened, "Fluttershy? What in the name of Tartarus are you doing here?"

Fluttershy sulked, "I took the test... And failed..."

A wicked smile grew on the cyan mare's face, "You... Failed... I knew you might."

Gasps of shock and horror filled the large room. Fluttershy's eyes widen as she stared into Rainbow Dash's cerise-rose, but soulless eyes. Rainbow was serious. She wasn't joking.

"Ever since we were at Flight Camp, I knew you were a weak flyer, Fluttershy. The reason why you were able to help us with water transport to Cloudsdale, was because I slowed down." The cyan Pegasus explained, "I never thought that you would have to guts to finally take the test. And fail, like I predicted you would."

"You... Bitch!" Star Dream growled under her teeth.

"But being my friend changes nothing about what I'm going to do with you." Rainbow shook her head, "A failure cannot be allowed to be seen in the eyes of sky."

"You... You can't be serious!" The green-themed Pegasus spoke up, "You're gonna kill your friend, because she failed the test?"

"You're the Element of Loyalty, Rainbow Dash!" Clover pointed out, "You always put your friends first."

Rainbow Dash laughed. It sent chills down my spine.

"You're right, Clover Nightingale. I do." She answered, "But here, my job comes first. And right now, Fluttershy is just like the rest of you, and she needs to be dealt with!"

She nodded to one of the Pegasi in the lab coats. The blue themed stallion pulled a switch. The machine behind us hummed to life. A group of suited stallions surrounded Fluttershy and Fluttershy collapsed whimpering in fear and defenceless.

I charged toward the suited Ponies, to defend the Element of Kindness, but more suited Ponies tackled me down and held me in place. Blast this stupid form! Pegasi are so untrained in the military reflexes! I can't move in these feathers! I miss being a Bat Pony.

Then an assembly of chains moved toward Fluttershy. The suited stallions clasped the shackles onto Fluttershy's hooves.

Jasper, Star Dream and Clover stepped back, cornered by more of the suited Ponies. Unable to fight back.

"I.... I'm sorry... Rainbow Dash..." Fluttershy sobbed, lookin at the rainbow-themed Pegasus.

Rainbow Dash just smirked, "No, you're not..."

The chains lifted the shy Pegasus over the sharp gears and started pulling her limbs up and down, like a torture device. Fluttershy gritted her teeth, trying to withstand the pain.

With another nod from Rainbow Dash and the chains started spinning around, twisting Fluttershy like a towel. Fluttershy screamed loudly, overlapping the crunching and popping noises. Jagged bones tore through her hide and Fluttershy's screaming slowed down.

The last thing Fluttershy looked at with her teared-up eyes was me, as I tried to fight back the stallions that held me back. Rainbow Dash grinned and gave another nod, as the chains untwisted and the shackles and dropped the limp Element of Kindness into the single opening.

Everypony watched in horror as what was left of Fluttershy was chewed up and swallowed by the machine. Hoses over the vats of yellow, pink and blue Spectra started transporting the vibrant colors to colorful injectors and began morphing the colors into a rainbow.

"You.... You MONSTER!!!" I shouted at the top of my lungs.

With all my strength, I powered out of the stallions and charged toward Rainbow Dash. The mad Pegasus and I rolled around and attacked each other. Unfortunately, Rainbow Dash was able to bite the pendant from my neck and throw it into the ground.

I pinned the rainbow-themed onto the ground and growled angrily at her.

"Child of the Night! Child of the Night!!!" I heard Nightingale shout in astonishment.

Confused, I noticed my hooves were no longer yellow, but back to their original color of navy blue.

Uh-oh... I think my cover has been blown...

.